Category: Finance

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

Source: Agnico Eagle Mines

Stock Symbol: AEM (NYSE and TSX)

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

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

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

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

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

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

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

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

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

About Agnico Eagle

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

Forward-Looking Statements

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

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

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

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SOURCE Agnico Eagle Mines Limited

MIL OSI Economics –

May 15, 2025
MIL-OSI Russia: Dmitry Chernyshenko proposed publishing a jubilee collection of Vladimir Zhirinovsky’s works

Translation. Region: Russian Federal

Source: Government of the Russian Federation – An important disclaimer is at the bottom of this article.

The State Duma held the second meeting of the organizing committee for the preparation and holding of the celebration of the 80th anniversary of the birth of the founder of the LDPR Vladimir Zhirinovsky

May 14, 2025

Dmitry Chernyshenko during a meeting of the organizing committee for the preparation and holding of the celebration of the 80th anniversary of the birth of the founder of the LDPR Vladimir Zhirinovsky

May 14, 2025

Chairman of the State Duma Vyacheslav Volodin

May 14, 2025

Minister of Education Sergey Kravtsov

May 14, 2025

Minister of Science and Higher Education Valery Falkov

May 14, 2025

Previous news Next news

The State Duma held the second meeting of the organizing committee for the preparation and holding of the celebration of the 80th anniversary of the birth of the founder of the LDPR Vladimir Zhirinovsky

The State Duma held the second meeting of the organizing committee for the preparation and holding of the celebration of the 80th anniversary of the birth of the founder of the LDPR, Vladimir Zhirinovsky, where the plan for the main events was considered.

Chairman of the State Duma Vyacheslav Volodin, noting the scale of Vladimir Zhirinovsky’s personality, emphasized the importance of perpetuating his memory: “We must do everything so that the memory of him, as a person who did a lot to create the party-political system of our state, who headed the faction in the State Duma throughout his entire time, lives and is passed on from generation to generation.” He recalled that Vladimir Zhirinovsky did a lot to strengthen the Russian state.

Vyacheslav Volodin told what has already been done within the framework of the memorial events: “Starting September 1, scholarships named after Vladimir Volfovich Zhirinovsky will be paid to the most gifted, talented students who have achieved high results in the field that Vladimir Volfovich loved – in oriental studies. He was a specialist in it.”

The Chairman of the State Duma noted the efforts made by the leader of the LDPR faction Leonid Slutsky: “Leonid Eduardovich and his colleagues are doing a lot to ensure that the Vladimir Volfovich museum is opened next year. It will be located in the headquarters of the LDPR party. This is a home place for Vladimir Volfovich.”

Deputy Prime Minister Dmitry Chernyshenko took part in the meeting. He emphasized that Vladimir Zhirinovsky left behind a significant scientific and literary legacy, and put forward an initiative to publish a jubilee collection of his works.

“Considering that Vladimir Volfovich left behind a significant scientific, literary, journalistic legacy, if Vyacheslav Viktorovich Volodin supports it, I propose considering the possibility of creating a commission at the State Duma, which could include scientists, historians and sociologists from the country’s leading universities, such as Moscow State University, Russian State University for the Humanities, and St. Petersburg State University. It would analyze the existing legacy, propose a publication structure and select works and documentation to publish a collection of his works,” the Deputy Prime Minister said.

Dmitry Chernyshenko also noted that on the eve of the committee meeting he discussed preparations for the anniversary with LDPR Chairman Leonid Slutsky. As a result, the draft plan of events was significantly expanded: federal ministries and departments, the Russian Academy of Sciences, as well as major public organizations and media will participate in the implementation of 56 events.

In conclusion, the Deputy Prime Minister thanked all members of the Government and personally the Chairman of the State Duma Vyacheslav Volodin for their active participation in the preparation of the anniversary. The Deputy Prime Minister added that all work is under the control of the Chairman of the Government Mikhail Mishustin.

The meeting of the organizing committee was also attended by the Minister of Education Sergey Kravtsov, the Minister of Science and Higher Education Valery Falkov, the Minister of Culture Olga Lyubimova, the Minister of Finance Anton Siluanov, the Minister of Transport Roman Starovoit, the Deputy Head of the Federal Agency for Youth Affairs Denis Ashirov, State Duma deputies, senators and other members of the organizing committee.

The 80th anniversary of Vladimir Zhirinovsky’s birth will be celebrated on April 25, 2026. By decree of Russian President Vladimir Putin dated November 6, 2024, State Duma Chairman Vyacheslav Volodin was appointed head of the organizing committee. The committee includes parliamentarians, government representatives, scientists, representatives of the university community and major media.

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

MIL OSI Russia News –

May 15, 2025
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.

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Published 15 May 2025
MIL OSI United Kingdom –
May 15, 2025
MIL-OSI Security: Dartmouth — UPDATE: Man wanted on Canada-wide arrest warrant has been arrested

Source: Royal Canadian Mounted Police

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

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

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

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

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

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

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

The investigations are ongoing, and charges are anticipated.

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

MIL Security OSI –

May 15, 2025

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 –

May 15, 2025

MIL-OSI Economics: Africa Road Builders: Angolan President João Lourenco, winner of the Babacar Ndiaye Prize 2025

Source: African Development Bank Group

Angolan President João Lourenço has won the 2025 “Africa Road Builders” prize –awarded to African leaders who have invested in infrastructure development. He follows Equatorial Guinea’s Téodoro Obiang Nguema Mbasogo and Congo Denis Sassou-Nguesso, who were joint winners in 2024.

The selection committee for the Babacar Ndiaye Road Builder Super Prize, meeting in Dubai on 25 April, awarded it to Lourenço for the construction of major transport infrastructure in Angola. Projects include the Lobito Corridor, a strategic regional railway line between Zambia, Angola and the Democratic Republic of Congo. The African Development Fund, the African Development Bank Group’s concessional loans window, provided a grant of $8.14 million towards implementing the project, which will improve regional integration and support trade between the three countries.

The construction of the new Dr Agostinho Neto international airport, which opened in November 2023, paving 2,000 km of roads, resurfacing a further 2,000 km and building a light metro system in Luanda were the key factors in making their decision, the committee said.

“We were aware that in recent years, Angola has embarked on a major transformation of its transport infrastructure, with the aim of strengthening its strategic position in southern and central Africa and diversifying its economy. The immediate impacts of these various projects and achievements have been the creation of several services, including the use of new information and communication technologies,” explained the Africa Road Builders selection committee.

The latest winner of the Babacar Ndiaye prize will receive his award in Abidjan on 28 May, alongside the Annual Meetings 2025 of the African Development Bank Group.

Sponsored by the African Development Bank Group, the Babacar Ndiaye Africa Road Builders prize is awarded by Acturoutes, a platform that provides information on the road network and infrastructure in Africa, and the organization Media for Infrastructure and Finance in Africa (MIFA), a network of African journalists specializing in road infrastructure.

The prize was created in honour of Babacar Ndiaye (1936-2017), President of the African Development Bank Group from 1985 – 1995. Each year, the “Africa Road Builders” Selection Committee evaluates ambitious, tangible projects that have a real impact on people’s mobility in Africa.

Since its launch in 2016, the Babacar Ndiaye Prize has been awarded to the following heads of state: King Mohamed VI (Morocco), Edgar Lungu (Zambia), Alassane Ouattara (Côte d’Ivoire), Ali Bongo Ondimba (Gabon), Macky Sall (Senegal) and Paul Kagamé (Rwanda) as joint winners in 2017, Uhuru Kenyatta (Kenya), Adama Barrow (Gambia), Abdel Fattah-al Sissi (Egypt), Muhammadu Buhari (Nigeria), Samia Suhulu Hassan (Tanzania), Andry Rajoelina (Madagascar), and Teodoro Obiang Nguema Mbasogo (Equatorial Guinea) and Denis Sassou-Nguesso (Congo), joint winners in 2024.

MIL OSI Economics –

May 15, 2025
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 –

May 15, 2025
MIL-OSI Security: Florida Financial Advisor Sentenced for Promoting Illegal Tax Shelter and Stealing Client Funds

Source: United States Department of Justice

A Florida financial advisor was sentenced today to eight years in prison for orchestrating a nearly decade-long scheme to promote an illegal tax shelter and to steal client funds.

The following is according to court documents and statements made in court: Stephen T. Mellinger III, of Delray Beach, was a financial advisor, insurance salesman, and securities broker operating in Florida, Michigan, Mississippi, and elsewhere. Beginning in late 2013, Mellinger conspired with others to promote an illegal tax shelter whereby clients would claim false tax deductions for so-called “royalty payments” to fraudulently reduce their taxes. In reality, the “royalty payments” were merely a circular flow of money designed to give the appearance of genuine business expenses. Typically, a client would send money to bank accounts controlled by Mellinger and his co-conspirators, who then sent the money, minus a fee, to a different bank account that the client controlled. Tax shelter participants retained control of the money they transferred, while falsely deducting the transfers as business expenses on their tax returns.

In total, Mellinger and his co-conspirators helped clients prepare tax returns that claimed over $106 million in false tax deductions, which caused a tax loss to the IRS of approximately $37 million. Mellinger and a co-conspirator, who was a relative, collectively earned approximately $3 million in fees from the scheme.

In January 2016, Mellinger learned that several of his clients were under investigation and that the United States had started seizing their funds. Mellinger and the relative subsequently stole more than $2.1 million from some of the clients, a portion of which Mellinger used to buy a home in Delray Beach.

In addition to the prison sentence, U.S. District Judge Keith Starrett for the Southern District of Mississippi ordered Mellinger to serve three years of supervised release and to pay approximately $37 million in restitution to the United States.

Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division, Matthew R. Galeotti, Head of the Justice Department’s Criminal Division, Acting U.S. Attorney Patrick Lemon for the Southern District of Mississippi, Special Agent in Charge Demetrius Hardeman of IRS Criminal Investigation’s Atlanta Field Office, and Deputy Inspector General for Investigations and Director of DCIS Kelly P. Mayo made the announcement.

IRS Criminal Investigation and the Department of Defense Office of Inspector General’s Defense Criminal Investigative Service (DCIS) are investigating the case.

Trial Attorneys Richard J. Hagerman, William Montague and Matthew Hicks of the Tax Division, Trial Attorneys Emily Cohen and Jasmin Salehi Fashami of the Criminal Division’s Money Laundering and Asset Recovery Section (MLARS), and Assistant U.S. Attorney Charles W. Kirkham for the Southern District of Mississippi are prosecuting the case.

MIL Security OSI –

May 15, 2025
MIL-OSI: $HAREHOLDER ALERT: The M&A Class Action Firm Continues To Investigate The Merger – DNB, BRDG, LNSR, SSBK
Source: GlobeNewswire (MIL-OSI)

NEW YORK, May 14, 2025 (GLOBE NEWSWIRE) — Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and are investigating:
- Dun & Bradstreet Holdings, Inc. (NYSE: DNB), relating to the proposed merger with Clearlake Capital Group, L.P. Under the terms of the agreement, Dun & Bradstreet shareholders will receive $9.15 in cash for each share of common stock they own.
ACT NOW. The Shareholder Vote is scheduled for June 12, 2025.

Click here for more https://monteverdelaw.com/case/dun-bradstreet-holdings-inc-dnb/. It is free and there is no cost or obligation to you.
- Bridge Investment Group Holdings Inc. (NYSE: BRDG), relating to the proposed merger with Apollo. Under the terms of the agreement, Bridge stockholders and Bridge OpCo unitholders will receive 0.07081 shares of Apollo stock for each share of Bridge Class A common stock and each Bridge OpCo Class A common unit, respectively.
ACT NOW. The Shareholder Vote is scheduled for June 17, 2025.

Click here for more https://monteverdelaw.com/case/bridge-investment-group-holdings-inc-brdg/. It is free and there is no cost or obligation to you.
- LENSAR, Inc. (NASDAQ: LNSR), relating to the proposed merger with Alcon. Under the terms of the agreement, LENSAR shareholders will receive $14.00 per share, with an additional non-tradeable contingent value right offering up to $2.75 per share in cash conditioned on the achievement of certain milestones.
Click here for more https://monteverdelaw.com/case/lensar-inc-lnsr/. It is free and there is no cost or obligation to you.
- Southern States Bancshares, Inc. (NASDAQ: SSBK), relating to the proposed merger with FB Financial Corporation. Under the terms of the agreement, Southern States’ shareholders will receive 0.800 shares of FB Financial common stock for each share of Southern States stock.
Click here for more https://monteverdelaw.com/case/southern-states-bancshares-inc-ssbk/. It is free and there is no cost or obligation to you.

NOT ALL LAW FIRMS ARE THE SAME. Before you hire a law firm, you should talk to a lawyer and ask:
1. Do you file class actions and go to Court?
2. When was the last time you recovered money for shareholders?
3. What cases did you recover money in and how much?
About Monteverde & Associates PC

Our firm litigates and has recovered money for shareholders…and we do it from our offices in the Empire State Building. We are a national class action securities firm with a successful track record in trial and appellate courts, including the U.S. Supreme Court.

No company, director or officer is above the law. If you own common stock in any of the above listed companies and have concerns or wish to obtain additional information free of charge, please visit our website or contact Juan Monteverde, Esq. either via e-mail at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

Contact:
Juan Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. Suite 4740
New York, NY 10118
United States of America
jmonteverde@monteverdelaw.com
Tel: (212) 971-1341

Attorney Advertising. (C) 2025 Monteverde & Associates PC. The law firm responsible for this advertisement is Monteverde & Associates PC (www.monteverdelaw.com). Prior results do not guarantee a similar outcome with respect to any future matter.

The MIL Network –
May 15, 2025
MIL-OSI: ArrowMark Financial Corp. Releases Month End Estimated Net Asset Value as of April 2025

Source: GlobeNewswire (MIL-OSI)

DENVER, May 14, 2025 (GLOBE NEWSWIRE) — ArrowMark Financial Corp., (NASDAQ: BANX) (“ArrowMark Financial”), today announced that BANX’s estimated and unaudited Net Asset Value (“NAV”) as of April 30, 2025, was $21.74.

This estimated NAV is not a comprehensive statement of our financial condition or results for the month April 30, 2025.

About ArrowMark Financial Corp.
ArrowMark Financial Corp. is an SEC registered non-diversified, closed-end fund listed on the NASDAQ Global Select Market under the symbol “BANX.” Its investment objective is to provide shareholders with current income. BANX pursues its objective by investing primarily in regulatory capital securities of financial institutions. BANX is managed by ArrowMark Asset Management, LLC. To learn more, visit ir.arrowmarkfinancialcorp.com, or contact Destra at 877.855.3434 or by email at BANX@destracapital.com.

Disclaimer and Risk Factors:
There is no assurance that ArrowMark Financial will achieve its investment objective. ArrowMark Financial is subject to numerous risks, including investment and market risks, management risk, income and interest rate risks, banking industry risks, preferred stock risk, convertible securities risk, debt securities risk, liquidity risk, valuation risk, leverage risk, non-diversification risk, credit and counterparty risks, market at a discount from net asset value risk and market disruption risk. Shares of closed-end investment companies may trade above (a premium) or below (a discount) their net asset value. Shares of ArrowMark Financial may not be appropriate for all investors. Investors should review and consider carefully ArrowMark Financial’s investment objective, risks, charges and expenses. Past performance does not guarantee future results.

The Annual Report, Semi-Annual Report and other regulatory filings of the Company with the SEC are accessible on the SEC’s website at www.sec.gov and on the BANX’s website at ir.arrowmarkfinancialcorp.com.

Contact:
BANX@destracapital.com

The MIL Network –

May 15, 2025

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	%

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 –

May 15, 2025

MIL-OSI New Zealand: Launch of the Social Investment Fund

Source: NZ Music Month takes to the streets

Kia ora koutou katoa. Nau mai, haere mai, piki mai. Ki te mihi atu ahau, ki ngā mana whenua nei, tenei te mihi i kaikarakia ko Riki Minhinnick, tēnā koutou, tēnā koutou, tēnā koutou katoa.
Thank you to the Southern Initiative for hosting us in Manukau today.
As many of you will know the Southern Initiative champions social and community innovation in south Auckland to drive real change for people in need.
There are many parallels with the work the Social Investment Agency is doing, and I’m delighted to be making today’s announcement here.
I would also like to acknowledge the presence of Social Investment Board members Dr Graham Scott, David Woods and Mike Williams.
Last year I told a story about Jack. It was not your classic Hollywood underdog story – maybe something closer to home, gritty and independent and without a cosy fairytale ending.
When we left Jack he was 22-years-old, had been arrested for assault and was heading to prison. His pregnant partner Danni and four-year-old son were living in a damp, overcrowded rental in South Auckland. He’d had frequent and extensive interactions with government services, which had not been successful in providing the intervention or support he needed to break the cycle.
Over successive decades and successive governments it’s become increasingly clear that despite billions of dollars being spent major barriers in the system are holding back change.
The sad reality is that despite many good intentions, outcomes haven’t improved for many of our most vulnerable – people like Jack and his partner Danni – whose complex needs span multiple government portfolios.
Since we last talked about Jack, the Social Investment Agency has been developing a new social investment approach for better delivery of social services.
The Government currently funds a huge number of non-government organisations to deliver social services to improve the lives of vulnerable New Zealanders. But many of these providers are operating with one arm tied behind their backs because of a traditionally fragmented, short-term approach to contracting.
I’ve been told of providers juggling over 100 contracts with up to 17 different agencies – many of them renewed annually. That creates uncertainty, pushes up costs, and drives short-term thinking.
Contracts are often highly prescriptive, focused on easily measured inputs and outputs, rather than the outcomes that actually matter to peoples’ lives.
Social providers report spending up to a third of their time on auditing and reporting, rather than working with the people they are supposed to be helping.
Those delivering services that span multiple government agencies often find their overall impact goes unrecognised. Each agency sees only the part that relates to its silo, missing the broader value of the work. As a result, effective, integrated community support is undervalued, and the people who need it most, like Jack and Danni, miss out.
The people in this room know that New Zealanders like Jack and Danni require intensive and bespoke services, which are most effective when provided in their communities, not one-size-fits-all programmes driven by the organisational needs of Wellington bureaucracies.
Social investment flips the model. It puts people – like Jack and his whānau – at the centre of social service delivery.
It means being clear about the outcomes we’re purchasing, who we’re targeting, and the data and evidence we’ll use to determine what is and isn’t working – and what we should, and shouldn’t, be funding.
And it means partnering better with the organisations like many of you here today, who are best placed to help the likes of Jack, Danni and Jack Jr thrive – as long as Government will let you.
SOCIAL INVESTMENT FUND
To drive this change, today I am announcing that Budget 2025 allocates $275 million over the next four years to Vote Social Investment.
The centrepiece of the Social Investment Budget is a new $190 million Social Investment Fund, designed to change lives and tackle the very problems we’ve talked about – short-term contracts, siloed funding, and a lack of focus on outcomes.
In addition, the Social Investment Agency has been allocated:

$20 million for initiatives that strengthen parenting in the first 2000 days of a child’s life, reducing harm and setting children up for better long-term outcomes; and
$25 million for initiatives to help prevent children and vulnerable adults from entering state care, as part of the Crown’s response to the Royal Commission of Inquiry into Historical Abuse in State Care.

The hero of today’s announcement is the Social Investment Fund.
It will invest in services that deliver measurable improvements in the lives of those who need our help, guided by data and evidence. It will support both new approaches and strengthen existing services that work.
Each investment will have robust evaluation built in from the start, so Government can track the Fund’s impact and invest taxpayer money with confidence.
The Fund is expected to invest in at least 20 initiatives over the next year.
Today, I’m pleased to announce the first three initiatives which demonstrate how the Fund will work in practice:
The first is an Autism NZ initiative to each year help 50 families of young children who are autistic or showing signs of autism by intervening early so that families, teachers, and other professionals, are better able to help these young people to thrive at school.
The second extends to another 80 families an evidence-based Emerge Aotearoa programme that has been proven to reduce youth offending and truancy.
The third is He Piringa Whare, an expanded programme delivered by Te Tihi o Ruahine, an alliance of nine hapū, iwi, Māori organisations, partners and providers with a track record of using data and evidence to shape its services.
The He Piringa Whare programme will support over 130 families at a time to live in warm, dry homes, engage them in education, training and employment and support whānau to live in relationships that are free from violence.
All three of these initiatives have established expertise, but all have historically struggled to secure funding for their services because the outcomes span multiple government agencies.
My goal is that the Government’s new approach will help us prove the return on these investments so we can scale them up over time.
But what might the work of the Social Investment Fund actually mean for someone like Jack and Danni?
It could mean a coordinated response from Te Tihi: support for Jack as he reintegrates into his community after prison, parenting programmes for him and Danni, smoking interventions while Danni is pregnant; tailored housing support; and education and health services wrapped around their young family.
Not a patchwork of agencies working in silos, and providers cobbling together piecemeal funding and contracts.
It means a dedicated support worker who knows their whānau and a stable home for Jack, Danni, and their children.
It means early identification of autism for Jack Jr, when his Plunket nurse sees early signs of autism and refers him to Autism NZ.
Autism NZ, in turn, could provide Jack’s whānau with tools to better understand his needs and get him ready for school, provide access to the learning support his father would likely have benefited from and didn’t get, and on-going support for the whole family, setting the foundation for long-term success.
We’re not talking about waving a magic wand, applying a quick fix or simply servicing misery. This is about investing in smart, targeted early interventions that not only make a difference in the lives of Jack and his whānau, but mean the Government reduces the money it might otherwise have spent on treating the symptoms rather than the cause of dysfunction – be it at the crisis end of the justice or health systems or government provided income support.
Maybe if Jack had received something like Emerge’s services as a youth, things wouldn’t have progressed to where he was heading to prison. Its Multi-Systemic Therapy programme has seen at least 80 per cent of the young people it works with engaged in education or work with no new arrests.
The Social Investment Fund is starting small but I see potential for it to achieve significant scale over time.
Government agencies currently spend about $7 billion each year buying social services designed to improved lives from non-government agencies.
In the years ahead we want to see more of this funding and more of these contracts transferred into the Social Investment Fund.
We will work with providers and communities who want to consolidate their multiple government contracts into one genuinely outcomes-based contract.
The Government is also open to the pooling of social sector funding from multiple government budgets into a single fund under local decision-making. We often hear local leaders saying that they could do a better job of investing in outcomes than multiple government agencies and we want to hear from you how we can make that work.
We’re also creating the opportunity for future co-investment opportunities with the philanthropic and private sector.
The Social Investment Fund is a rejection of the failed approaches of the past. It’s being set up as a totally new way of working with you, the people who know Jack and Danni best and who are best placed to impact their lives for the better. I see it as a force for enduring change that will survive changes of Government.
Because Jack doesn’t care that the providers that have been in contact with him have been doing it hard. He doesn’t know that they scrounge and scrape to get by, managing dozens of contracts with agencies, getting endlessly audited and reporting back on every minor detail.
A central fund with a clear mandate gives us the best chance of working with those outside of government to improve the lives of the most vulnerable New Zealanders.
SOCIAL INVESTMENT ACROSS GOVERNMENT
The Social Investment Agency also has a wider leadership role. It’s purpose is to demonstrate and accelerate change that ensures all government agencies invest more effectively to deliver better outcomes for New Zealanders.
It is building tools, infrastructure and methods that both government agencies and the wider social sector can use. That includes better ways to track progress, measure outcomes and understand what’s actually working.
This will also improve the way the Government delivers mainstream social services in health, education and other areas.
For example, the Government invests billions of dollars in education every year, but the returns – in terms of literacy, school attendance, and long-term outcomes – are not where they should be.
We know that many kids with additional needs struggle throughout their time at school. We also know that if we intervened earlier to help them they’d be capable of achieving a whole lot more.
This is a prime area for applying a social investment approach – targeting resources earlier, backing what works, and ensuring that spending leads to better outcomes later in life.
If we get it right early, we reduce the need for far more expensive interventions down the track. You can expect to see that thinking heroed in this year’s Education Budget. And I’m looking forward to saying more about it next week.
It’s not just about education. We want every government agency to be asking: how can we invest smarter? How do we make sure out spending is improving lives, not just funding activity?
That means being open to innovation – and by that I mean being open to, and enabling, new approaches to existing challenges. We need to recognise that the overly risk-averse approach traditionally taken by government agencies has not shifted the dial – especially for families with high and complex needs or intergenerational issues.
We also know that innovation is happening outside of the Wellington system – in spite of the barriers government can put up. We want to back communities and non-government organisations who show insight in their use of data and evidence, who are willing to innovate and to clearly evaluate what’s working and what’s not working.
It’s about constant improvement. We want to see data used to constantly measure the progress being made and to identify how we can do better together.
Data, evidence and infrastructure form the backbone of the social investment approach. Together, they provide for safe and secure data sharing that enables the Government to understand where it should focus its efforts. They also enable providers to understand their impact and what else they need to do.
A key goal for the Social Investment Agency is to reduce the amount of reporting and data being sought by government agencies from providers.
We recognise that the amount of meaningless information presently sought by agencies can be burdensome for NGOs and often adds very little value relative to the work required to provide it.
Social investment contracts will be designed to reduce the amount of data being required while improving our insights about what actually has impact.
SPEND TO SAVE
Social investment not only improves lives, it also frees up resources for investment in other priorities.
When we invest even relatively small amounts in the right places, that can lead to bigger and better impacts – both socially and fiscally.
Our Government is willing to make investments up front to drive durable savings down the line.
We’re starting to shift how this logic is reflected in the Budget process — recognising that not all spending is a cost. Some spending is investment that provides a social and financial return over the longer-term. And when it’s well-targeted and backed by evidence, it pays for itself many times over.
We’ve already put this theory into action.
In December 2023, over 3,100 households were living in emergency housing motels – often for months at a time and at one point costing the country around a million dollars a day. Some of these motels became long-term living arrangements for families with young children. It was one of the most visible policy failures in recent memory – unsustainable, expensive, and harmful to the people stuck in the system.
So we changed approach. We made families with children a priority for social housing. We made an upfront investment of $80m and we worked across agencies to support people into stable housing – including private rentals.
The result was that by December 2024, the number of households in emergency housing motels dropped to 591 – a 75% reduction in just 12 months, and five years ahead of the target we set on coming into office.
This is not just a huge social success for the thousands of families now raising their children in proper homes. It’s also a huge success for the taxpayer – with savings of nearly $1.35 billion forecast over the next four years. That’s hundreds of millions of dollars that would have been spent on motel bills instead being reinvested back into social services, education, and health.
Budget 2025 builds on this approach. It includes further initiatives where smart, early investment is expected to generate real savings, including in areas like employment, where helping someone into work today not only improves that person’s life prospects, but lead to savings for the taxpayer.
This is how our Government will build a social system that’s more effective, more sustainable, and that replaces heavy-handed bureaucracy with real results.
CONCLUSION
Fast forward ten years. On this trajectory, we expect to see Jack, Danni and their children thriving, living in a home full of hope, not hardship.
Jack and Danni have been able to give their children stability they themselves haven’t had. With parenting programmes and community support, they have a confidence and a sense of belonging brought about by interventions that were targeted, holistic, and locally-driven.
We’re looking forward to seeing communities drive the change we want to see. We know that real change will come from the leadership of people like those in this room, not policy advisors on the Terrace.
Today’s Budget announcement is a big step forward. Over the next few years, I expect to see significant amounts of funding transferred to the Social Investment Fund, which will enable providers to work holistically and flexibly to improve people’s lives.
Our Government believes in the potential of every person growing up in this country.
Because every New Zealander deserves the chance to live in a home full of hope, not hardship. That’s the vision for social investment and I’m looking forward to working with you to make it happen.

MIL OSI New Zealand News –

May 15, 2025
MIL-OSI New Zealand: Social Investment Fund to help vulnerable Kiwis

Source: NZ Music Month takes to the streets

Vulnerable families and young New Zealanders will benefit from a new approach to the delivery of social services with a $275 million boost to Vote Social Investment, Social Investment Minister Nicola Willis says.
“The centrepiece of the Social Investment Budget package is a new $190 million Social Investment Fund that will make carefully targeted investments designed to improve the lives of New Zealanders in need.
“The Fund is about more than new money. It’s about Government investing earlier, smarter and with much more transparent measurement of the impact interventions are having for the people they are designed to help.
“The Fund will invest in services that deliver measurable improvements in people’s lives, guided by data and evidence. It will support both new approaches and strengthen existing services that work, to improve the Government’s return on investment and change vulnerable people’s lives for the better.
“Over the next year the fund will invest in at least 20 initiatives, using a completely different contracting approach than that traditionally used by Government agencies.
“Each initiative will have robust evaluation built into it from the start, so that its impact can be tracked.
“The Government is already investing around $7 billion each year buying social services from non-government agencies. Despite this, we know too many New Zealanders remain trapped in cycles of inter-generational dysfunction. Communities, NGOS and iwi all tell us they could have much more impact in people’s lives if the Government was smarter about the way it selects, contracts, and monitors the social services we fund.
“The Fund will start relatively small and grow over time as it proves itself, setting up the infrastructure for large scale delivery of integrated contracts with support from the social sector.
“The Fund will be the catalyst for improving the way Government works with communities to drive social impact.
“Over the next two to three years, I expect to see significant amounts of funding transferred from current social services to the Social Investment Fund as communities and providers develop new approaches to working with government.”
As part of the $275 million, the Budget also provides:

$20 million for programmes that strengthen parenting in the first 2000 days of a child’s life, reducing harm and setting children up for better long-term outcomes; and
$25 million to help prevent children and vulnerable adults from entering state care, as part of the Crown’s response to the Royal Commission of Inquiry into Abuse in Care.

Note for editors
The first three initiatives funded by the Social Investment Fund are:

Autism New Zealand’s early screening and intervention programme that provides services and support for family/whānau, caregivers and professionals.
Ka Puta Ka Ora Emerge Aotearoa’s evidence-based approach to tackling youth offending and truancy that will help at least 80 families each year to address youth offending and truancy; and
The He Piringa Whare programme with Te Tihi o Ruahine an alliance of nine hapū, iwi, Māori organisations and providers that will support 130 families at a time with a wraparound service that delivers stable housing, education, training and employment, and other services

MIL OSI New Zealand News –

May 15, 2025
MIL-OSI Canada: Statement from the Taxpayers’ Ombudsperson congratulating the new Minister of Finance and National Revenue

Source: Government of Canada News

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

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

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

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

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

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

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

Mr. François Boileau, Taxpayers’ Ombudsperson

Background information

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

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

MIL OSI Canada News –

May 15, 2025
MIL-OSI USA: Statement from Governor Phil Scott on Tax Increment Financing Expansion Bill

Source: US State of Vermont

Montpelier, Vt. – Governor Phil Scott today issued the following statement:

“S.127 is a bill that expands Tax Increment Financing (TIF) to empower smaller, more rural towns to take advantage of this impactful economic development tool. Currently, due to complexity, only our bigger towns and cities have the capacity and resources to do so.

“S.127 passed the full Senate and then went through two House committees. Unfortunately, the House Committee on Ways and Means (tax committee) is proposing significant changes, making it harder and almost impossible for small towns with limited resources to take advantage of this tool, which will limit the housing and economic development they desperately need.

“Vermonters asked us to fix problems and make it easier for rural communities with limited resources to revitalize their economies. The House Ways and Means changes will undoubtedly have the opposite effect. I hope legislators, especially those from rural communities, will amend the bill when a vote takes place by the entire House of Representatives. The expansion of the TIF program, as originally proposed, will help lift up all corners of Vermont, from Readsboro to Richford.”

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MIL OSI USA News –

May 15, 2025
MIL-OSI: Old National Bancorp Announces Quarterly Dividends

Source: GlobeNewswire (MIL-OSI)

EVANSVILLE, Ind., May 14, 2025 (GLOBE NEWSWIRE) — (NASDAQ: ONB) – Old National Bancorp (the “Company” or “Old National”) today announced that its Board of Directors declared a quarterly cash dividend of $0.14 per share on the Company’s outstanding shares of common stock. This quarterly cash dividend will be payable on June 16, 2025, to shareholders of record as of the close of business on June 5, 2025.

In addition, the Board of Directors declared a quarterly cash dividend of $17.50 per share (equivalent to $0.4375 per depositary share or 1/40th interest per share) on Old National’s 7.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (NASDAQ: ONBPP) and Series C (NASDAQ: ONBPO). The dividends are payable on August 20, 2025, to shareholders of record as of the close of business on August 5, 2025.

ABOUT OLD NATIONAL

Old National Bancorp is the holding company of Old National Bank. As the fifth largest commercial bank headquartered in the Midwest, Old National proudly serves clients primarily in the Midwest and Southeast. With approximately $70 billion of assets and $37 billion of assets under management (including Bremer Financial Corporation on a pro forma basis as of March 31, 2025), Old National ranks among the top 25 banking companies headquartered in the United States. Tracing our roots to 1834, Old National focuses on building long-term, highly valued partnerships with clients while also strengthening and supporting the communities we serve. In addition to providing extensive services in consumer and commercial banking, Old National offers comprehensive wealth management and capital markets services. For more information and financial data, please visit Investor Relations oldnational.com. In 2024, Points of Light named Old National one of “The Civic 50” – an honor reserved for the 50 most community-minded companies in the United States.

Investor Relations:
Lynell Durchholz
(812) 464-1366
lynell.durchholz@oldnational.com

Media Relations:
Rick Vach
(904) 535-9489
rick.vach@oldnational.com

The MIL Network –

May 15, 2025
MIL-OSI USA: Regulation S-P – Back to the Future
Source: Securities and Exchange Commission
1. Introduction
Good afternoon, I’m pleased to join you today to discuss, the importance of, and the financial sector’s role in, information security and the protection of investors’ nonpublic personal information. Specifically, I am here to lay out the Division of Examinations approach to operationalizing the Commission’s recently adopted enhancements to Regulation S-P.

But before I begin, I must share the official statement that:

*This speech is provided in my official capacity as the Commission’s Acting Director of the Division of Examinations, but does not necessarily reflect the views of the Commission, the Commissioners, or other members of the staff.
1. Background
The Commission, and the Division of Examinations, has been focused on ensuring the security of customer information for over two decades. In 2000, acting under the authority of the Gramm-Leach-Bliley Act, the Commission adopted Regulation S-P[i] to help safeguard such information. The standards established by Regulation S-P require, among other things, covered institutions to (i) insure the security and confidentiality of customer records and information; (ii) protect against any anticipated threats or hazards to the security or integrity of customer records and information; and (iii) protect against unauthorized access to or use of customer records or information that could result in substantial harm or inconvenience to any customer.[ii]

Since its adoption in 2000, the Division of Examinations—and its predecessor, the Office of Compliance Inspections and Examinations (OCIE) has examined registrants for compliance with the requirements of Regulation S-P. We have also been incredibly active in our efforts to promote awareness and strengthen compliance across the broader field of information technology controls, especially through our industry outreach and engagement, including issuing over a dozen risk alerts on information security topics, stretching back over a decade.[iii]

But the threat landscape has significantly changed in the last 25 years. In 2000, the vast majority of mobile phones were cellular phones, like the Nokia “brick” phone or flip phone. Today, about nine-in-ten U.S. adults own a smart phone. In 2000, you generally initiated a stock trade by either calling your broker or through the internet using a dial-up modem. Today, over 100 million people use investment apps. This includes 78% of investors aged 18-34.[iv] In 2000, cyberattacks were just starting to become a growing threat in the U.S. Today, Microsoft reports that its customers face 600 million cyberattacks on a daily basis.[v] The FBI reported in 2023 that its Internet Crime Complaint Center received over 880,000 complaints with potential losses exceeding $12.5 billion.[vi]

The advancement in technology and the increased threat landscape faced by retail investors highlights the need for the regulatory community to adapt to the changing environment. Although the trend toward digitization has increasingly turned the problem of safeguarding customer records and information into one of cybersecurity, this is not to say that this is exclusively a problem of cybersecurity.
1. Amendments to Regulation S-P
In response, last year the Commission completed a rulemaking process that revised and enhanced Regulation S-P. These amendments expanded the applicability of Regulation S-P to cover additional financial institutions, modernized the rules relating to safeguards and disposal of customer information, and helped ensure customers of covered institutions receive timely and consistent notifications in the event of unauthorized access to or use of their information.[vii]
1. Key Enhancements to Regulation S-P
There isn’t enough time today to cover all of the new enhancements and amendments, so I encourage everyone to review Regulation S-P in its entirety. You can access the amendments on the SEC’s website, along with several helpful fact sheets and summaries you may find useful.[viii] I wanted to highlight three of the enhancements that firms will need to assess and adopt: an incident response program, a new customer notification requirement, and requirements relating to third-party service providers.
1. Incident Response Program
One of the key amendments to Reg SP concerns covered institutions’ incident response programs in their written policies and procedures under the Safeguards Rule.[ix] The program must be reasonably designed to detect, respond to, and recover from unauthorized access to, or use of, customer information.[x] It must include procedures to assess the nature and scope of any incident and require appropriate steps to contain and control incidents to prevent further unauthorized access or use.[xi]
1. Customer Notification Requirement
The enhancements also require covered institutions to notify affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization.[xii] The rules also require, with limited exception, that firms notify customers as soon as practicable (but no later than 30 days), after the covered institution becomes aware that unauthorized access to, or use of, customer information has occurred (or is reasonably likely to have occurred).[xiii]
1. Third-Party Service Providers
The amendments to the Safeguards Rule also include new provisions that address the use of third-party service providers by covered institutions. Covered institutions will now be required to establish, maintain, and enforce written policies and procedures reasonably designed to require oversight, including through due diligence and monitoring of service providers, to ensure that affected individuals receive any required notices. In essence, this means that while covered institutions may outsource their operations, they may not outsource their ultimate obligation to comply with Regulation S-P.
1. Examinations Engagement and Outreach
So, what does all of this mean for the work of the Division of Examinations? As I mentioned, the SEC has focused on compliance risks relating to securing information technology for many years, with particular attention to market systems, customer data protection, disclosure of material cybersecurity risks and incidents, and compliance with legal and regulatory obligations under the federal securities laws.[xiv] We recognize that any regulatory adjustment can create a risk of implementation challenges and costs associated with compliance. Under the Division’s Pillar of promoting compliance, we want to take this opportunity to clearly articulate our approach to achieving our shared goal of improved information security through the implementation of the updated Regulation S-P.

In the coming months, staff in the Division of Examinations, in coordination with staff from the Divisions of Investment Management and Trading and Markets, will host a series of three tailored outreach events to help promote readiness and assist firms in their preparedness to implement these new amendments to Regulation S-P. Among other topics, we will cover basics about what to expect when interacting with an exam team during an examination where Regulation S-P is in scope, as well as having a broader discussion about our approach. Led by our tremendously talented staff in the Technology Controls Program, including technologists, industry experts, former CISOs, intelligence analysts, specialized contractors, attorneys, and examiners, these outreach events are designed to assist registrants in preparing for their respective compliance dates. We will publish additional details about these events in the near future, but I look forward to having Division staff share their expertise and engage in rich discussions with our registrants.

As the two compliance dates contained in the amendments approach, registrants should not be surprised if examiners inquire about their preparations to ensure compliance following the compliance date. These inquiries are not directed at citing registrants for potential non-compliance with requirements that are not yet in effect but are intended to inform the Commission of where registrants are in the process of implementation. Similar to our approach before the transition to the T+1 settlement cycle, the Division will conduct examinations to assist the Commission in understanding the level of readiness across the sector before the compliance dates. To the extent the staff identifies trends or risks relevant across the sector or within a specific registrant population, the Division could communicate these anonymized observations through a Risk Alert or some other publication to assist registrants in coming into compliance by their respective compliance dates.

Obviously, once the compliance date passes, the updated Regulation S-P could potentially be included as part of an examination for any registrant subject to its provisions, so we all have an interest in giving registrants every opportunity to be prepared. I understand there have been requests made to the Commission to extend the relevant compliance dates for the rule amendments.[xv] Should the Commission choose to extend the compliance date, the Division will adjust our timeline, as necessary, but our approach to promoting compliance with the new requirements will remain the same. With the Commission’s clear statement of the importance of this issue, registrants shouldn’t be surprised if Regulation S-P is the subject of a thematic initiative in the coming fiscal years. Certainly, throughout this process we will be working closely with our colleagues here at FINRA and with our registrants to encourage compliance.

***
1. Conclusion
I want to thank our host FINRA and everyone here this afternoon for your time, attention, and interest in strengthening compliance and investor protection. I appreciate your commitment to safeguarding and protecting customers’ nonpublic personal information, as strong controls and safeguards benefit not only customers and investors, but also our financial institutions and markets generally.

* This speech is provided in the author’s official capacity as the Commission’s Acting Director of the Division of Examinations, but does not necessarily reflect the views of the Commission, the Commissioners, or other members of the staff.

[iii] See Observations from Broker-Dealer and Investment Adviser Compliance Examinations Related to Prevention of Identity Theft Under Regulation S-ID (Dec. 5, 2022), available at https://www.sec.gov/files/risk-alert-reg-s-id-120522.pdf ; see also Cybersecurity: Safeguarding Client Accounts Against Credential Compromise (Sept. 15, 2020) available at https://www.sec.gov/files/Risk%20Alert%20-%20Credential%20Compromise.pdf ; see also Cybersecurity: Ransomware Alert (July 10, 2020), available at https://www.sec.gov/files/Risk%20Alert%20-%20Ransomware.pdf ; see also Cybersecurity and Resiliency Observations (Jan. 27, 2020) available at https://www.sec.gov/files/OCIE%20Cybersecurity%20and%20Resiliency%20Observations.pdf ;see also Safeguarding Customer Records and Information in Network Storage – Use of Third Party Security Features (May 23, 2019), available at https://www.sec.gov/files/OCIE%20Risk%20Alert%20-%20Network%20Storage.pdf ; see also Investment Adviser and Broker-Dealer Compliance Issues Related to Regulation S-P – Privacy Notices and Safeguard Policies (April 16, 2019), available at: https://www.sec.gov/files/OCIE%20Risk%20Alert%20-%20Regulation%20S-P.pdf; see also Observations from Investment Adviser Examinations Relating to Electronic Messaging (Dec. 14, 2018) available at https://www.sec.gov/files/OCIE%20Risk%20Alert%20-%20Electronic%20Messaging.pdf ; see also Observations from Cybersecurity Examinations (Aug. 7, 2017) available at https://www.sec.gov/files/observations-from-cybersecurity-examinations.pdf ; see also OCIE 2015 Cybersecurity Initiative (Sept. 15, 2015) available at https://www.sec.gov/ocie/announcement/ocie-2015-cybersecurity-examination-initiative.pdf ; see also Cybersecurity Examination Sweep Summary (Feb. 3, 2015) available at https://www.sec.gov/about/offices/ocie/cybersecurity-examination-sweep-summary.pdf; see also OCIE Cybersecurity Initiative (Apr. 15, 2014) available at https://www.sec.gov/ocie/announcement/Cybersecurity-Risk-Alert–Appendix—4.15.14.pdf; see also Investment Adviser Use of Social Media (Jan. 4, 2012) available at https://www.sec.gov/about/offices/ocie/riskalert-socialmedia.pdf.

[ix] Regulation S-P Fact Sheet.

MIL OSI USA News –
May 15, 2025
MIL-OSI USA: As Historic Measles Outbreak Worsens, Murphy Blasts RFK Jr. On Vaccine Lies

US Senate News:

Source: United States Senator for Connecticut – Chris Murphy
[embedded content]
WASHINGTON—U.S. Senator Chris Murphy (D-Conn.), a member of the U.S. Senate Health, Education, Labor, and Pensions Committee, on Wednesday questioned U.S. Secretary of Health and Human Services Robert F. Kennedy Jr. on President Trump’s Fiscal Year 2026 skinny budget request for the U.S. Department of Health and Human Services. Murphy pressed Kennedy on broken promises made during his confirmation hearing and accused him of misleading the Committee and the public about his support for vaccines, especially for the measles vaccine.
“I want to talk to you about the statements that you made to the Chairman of this committee and to members of this committee during your confirmation hearing about vaccines,” said Murphy. “You did not tell the truth. I find that to be really dangerous for our relationship. If I were the Chairman, who believes in vaccines and voted for you because he believed what you said about supporting vaccines, my head would be exploding. In the hearing, you told us ‘I will not work to impound, divert, or otherwise reduce any funding appropriated by Congress for the purpose of vaccination programs.’ That is not the truth. You have canceled $12 billion in public health grants to states. Whether you know this or not, that funding is used by the states in part to be able to administer and dispense information about vaccines.”
Murphy called out Kennedy for putting public health at risk by lying to Congress during his nomination hearing and spreading misinformation that undermines trust in vaccines: “You also promised Chairman Cassidy that the FDA would not change vaccine standards from ‘historical norms.’ But what happened as soon as you were sworn in? You announced new standards for vaccine approvals that you proudly referred to in your own press release as a radical departure from current practice. And experts say that that departure will delay approvals. You also said, specific to the measles vaccine, that you support the measles vaccine, but you have consistently been undermining the measles vaccine. You told the public that the vaccine wanes very quickly. You went on the Dr. Phil show and said the measles vaccine was never fully tested for safety. You said there was fetal debris in the measles vaccine.”
“Just this morning, in front of the House of Representatives, you also said that you in fact would not recommend that kids get vaccinated for measles,” Murphy continued. “You said you would just lay out the pros and cons. This is the summation of everything that you have said to compromise people’s faith in the measles vaccine in particular. It is contrary to what you said before this committee. You said you support the measles vaccine, but then you have laid out a set of facts that are contested, and I will submit information for the record from experts who contest what you have said about the vaccine. And the result is to undermine faith in the vaccines. Kind of like saying ‘Listen, I think you should swim in that lake, but, you know, the lake is probably toxic, and there are probably a ton of snakes and alligators in that lake, but I think you should swim in it.’ Nobody is going to swim in that lake, if that’s what you say. And so I want you to acknowledge that when you say you support the measles vaccine and then go out and repeatedly undermine the vaccine with information that is contested by public health experts, that is not supporting the vaccine.”
After Kennedy refused to say he supports the measles vaccine, Murphy concluded: “I think you’re answering the question, and that’s really dangerous for the American public and for families in this country. The Secretary of Health and Human Services is no longer recommending the measles vaccine.”
As of early May, the Centers for Disease Control and Prevention have confirmed over 1,000 measles cases across the country, making this the single largest measles outbreak in the 21st century. Those cases have led to 126 hospitalizations and three deaths.
A full transcript of Murphy’s exchange with RFK Jr. can be found below:
MURPHY: “Thank you very much, Madame Chair. Secretary Kennedy, I want to talk to you about your relationship with this committee and this Congress. I want to talk to you about the statements that you made to the Chairman of this committee and to members of this committee during your confirmation hearing about vaccines. You did not tell the truth. I find that to be really dangerous for our relationship. If I were the Chairman, who believes in vaccines and voted for you because he believed what you said about supporting vaccines, my head would be exploding.
“In the hearing, you told us ‘I will not work to impound, divert, or otherwise reduce any funding appropriated by Congress for the purpose of vaccination programs.’ That is not the truth. Let me finish my question.”
KENNEDY: “I didn’t hear what you said. I’m just asking you to repeat it so I can understand your question.”
MURPHY: “I’ll repeat it. During the hearing you said to this committee, and to the Finance Committee, ‘I will not work to impound, divert, or otherwise reduce funding appropriated by Congress for the purpose of vaccination programs.’ That is not what happened. You have done the opposite. You canceled $12 billion in grants to the states, including my state, that are used to administer and track vaccines. You promised Chairman Cassidy– ”
KENNEDY: “When did I do that?”
MURPHY: “Madam Chair, would you allow me to finish my question?”
MURKOWSKI: “Keep going with your question.”
KENNEDY: “When did I do that?”
MURPHY: “Let me finish my question.”
KENNEDY: “You’re making these accusations, just tell me when I did it so I can understand what the question is.”
MURPHY: “You have canceled $12 billion in public health grants to states. Whether you know this or not, that funding is used by the states in part to be able to administer and dispense information about vaccines. Mr. Secretary, let me give you the full panoply of things you said before this Committee that didn’t turn out to be true. You also promised Chairman Cassidy that the FDA would not change vaccine standards from ‘historical norms.’ But what happened as soon as you were sworn in? You announced new standards for vaccine approvals that you proudly referred to in your own press release as a radical departure from current practice. And experts say that that departure will delay approvals. You also said, specific to the measles vaccine, that you support the measles vaccine, but you have consistently been undermining the measles vaccine. You told the public that the vaccine wanes very quickly. You went on the Dr. Phil show and said the measles vaccine was never fully tested for safety. You said there was fetal debris in the measles vaccine. And this morning–”
KENNEDY: “All true! All true. Do you want me to lie to the public?”
MURPHY: “None of that is true.”
KENNEDY: “Of course it’s true. Of course it’s true, Senator. Senator, begging your pardon, but you do not know what you are talking about.”
MURKOWSKI: Let’s have a little bit of order so that you can get your question and that he can get his answer.
MURPHY: “I didn’t ask for a response yet. I’d like to lay out the predicate of my question before I’m interrupted by the witness. He should have some respect for this Committee.”
MURKOWSKI: “Go ahead.”
MURPHY: “Just this morning, in front of the House of Representatives, you also said that you in fact would not recommend that kids get vaccinated for measles. You said you would just lay out the pros and cons. This is the summation of everything that you have said to compromise people’s faith in the measles vaccine in particular. It is contrary to what you said before this committee. You said you support the measles vaccine, but then you have laid out a set of facts that are contested, and I will submit information for the record from experts who contest what you have said about the vaccine. And the result is to undermine faith in the vaccines. Kind of like saying ‘Listen, I think you should swim in that lake, but, you know, the lake is probably toxic, and there are probably a ton of snakes and alligators in that lake, but I think you should swim in it.’ Nobody is going to swim in that lake, if that’s what you say. And so I want you to acknowledge that when you say you support the measles vaccine and then go out and repeatedly undermine the vaccine with information that is contested by public health experts, that is not supporting the vaccine.
“And so I guess I have two simple questions for you. One is, can you clarify what you said in the House this morning? Are you or are you not recommending that families get their children vaccinated? Or are you just giving people the pros and cons? And do you understand that when you say these things about the measles vaccine, what ends up happening is less people get the vaccine. That may be what you want, but do you understand that the result of constantly questioning the efficacy or safety of the vaccine results in less people getting the vaccine? I don’t necessarily want to spend the remaining 20 seconds in an argument over the science. But do you at least understand that that is the consequence of what you are saying? And are you actually still recommending people get the vaccine or are you not?”
KENNEDY: “Senator, if I advise you to swim in a lake that I knew there to be alligators in, wouldn’t you want me to tell you there were alligators in it?”
MURPHY: “So are you recommending the measles vaccine or not?”
KENNEDY: “What I have said, and what I said in–”
MURPHY: “It doesn’t sound like you are, if that’s–”
KENNEDY: “Are you going to let me answer, or are you going to keep interrupting me?”
MURPHY: “Are you, or are you not?”
KENNEDY: “Are you going to let me answer? What I pledged before this committee during my confirmation is that I would tell the truth, and that I would have radical transparency. I’m going to tell the truth about everything we know and we don’t know about vaccines.”
MURPHY: “Are you recommending the measles vaccine or not?”
KENNEDY: “I am not going to just tell people everything is safe and effective if I know that there’s issues. I need to respect people’s intelligence.”
MURPHY: “I think you’re answering the question. I think you’re answering the question, and that’s really dangerous for the American public and for families in this country.”
KENNEDY: “The reason people have lost faith in this program is because they’ve been lied to by public officials for year after year after year.”
MURPHY: “The Secretary of Health and Human Services is no longer recommending the measles vaccine.”

MIL OSI USA News –

May 15, 2025
MIL-OSI Security: Florida Equipment Manufacturer Sentenced for Tax Evasion

Source: United States Attorneys General

A Florida man was sentenced today to 24 months in prison for evading nearly $2.4 million in taxes on income he earned from his business.

The following is according to court documents and statements made in court: Roger Whitman manufactured and sold Rife machines, devices that use energy waves to purportedly treat a wide range of medical conditions. Between 2002 and 2018, Whitman generated millions of dollars in gross receipts from the sale of such equipment. Whitman also has a long history of non-compliance with his tax obligations, having not filed an individual income tax return since 1997 and not made any tax payments since 2000.

In 2012, the IRS assessed nearly $800,0000 in taxes against Whitman for 2002 through 2009 and then began trying to collect these taxes from him. To thwart the IRS’s collection efforts, Whitman formed a trust with his girlfriend serving as the trustee. Whitman then directed his income from the business into the trust’s bank accounts and used the funds from these accounts to pay personal expenses. In approximately July 2019, to further thwart IRS efforts, Whitman formed a new entity to operate his business.

Through his actions, Whitman caused a tax loss to the IRS of more than $2.4 million.

In addition to his prison sentence, U.S. District Judge John Antoon II for the Middle District of Florida ordered Whitman to serve one year of supervised release and pay $2,314,220.15 in restitution to the IRS.

Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division made the announcement.

IRS Criminal Investigation investigated the case.

Trial Attorney Melissa Siskind of the Tax Division prosecuted the case, with assistance and support from the U.S. Attorney’s Office for the Middle District of Florida.

MIL Security OSI –

May 15, 2025
MIL-OSI Security: Former CEO of Healthcare Services Company Admits Role in Elaborate Investment Fraud Scheme

Source: Office of United States Attorneys

NEWARK, N.J. – The former chief executive officer of a publicly traded healthcare services company admitted his role in a conspiracy to defraud investors in connection with the purchase or sale of the company’s securities, U.S. Attorney Alina Habba announced.

Parmjit Parmar, a/k/a “Paul Parmar,” 55, of Colts Neck, New Jersey, pleaded guilty before U.S. District Judge Madeline Cox Arleo in Newark federal court to conspiracy to commit securities fraud.

According to documents filed in this case and statements made in court:

From May 2015 through September 2017, Parmar and his conspirators, including Sotirios Zaharis, a/k/a “Sam Zaharis,” and Ravi Chivukula orchestrated an elaborate scheme to defraud a private investment firm and others out of hundreds of millions of dollars in connection with the funding of a transaction to take private a healthcare services company (Company A) traded publicly on the London Stock Exchange’s Alternative Investment Market. To fund the transaction, the private investment firm put up approximately $82.5 million and a consortium of financial institutions put up another $130 million, for a total of approximately $212.5 million. The scheme utilized fraudulent methods to grossly inflate the value of Company A and trick others into believing that Company A was worth substantially more than its actual value.

Parmar and the conspirators sought to raise tens of millions of dollars in the public markets, purportedly to fund Company A’s acquisitions of various operating subsidiaries. In actuality, a number of those entities either did not exist or had only a fraction of the operating income attributed to them. The conspirators funneled the proceeds of these secondary offerings through bank accounts they controlled and used the money for a variety of purposes that had nothing to do with acquiring the purported targets. The conspirators went to great lengths to make it appear that these funds were revenue, concocting phony customers and altering bank statements to make it appear as if the funds were coming from customers.

To perpetuate the scheme, Parmar and his conspirators also falsified and fabricated bank records of subsidiary entities in order to generate a phony picture of Company A’s revenue streams and made material misrepresentations and omissions to the private investment firm and others.

Parmar and his conspirators’ actions caused victims to value Company A at more than $300 million for purposes of financing the transaction to take Company A private. The scheme was uncovered in September 2017, when Parmar and his conspirators resigned from their positions with Company A or were terminated. On March 16, 2018, Company A and numerous of its affiliated entities filed for bankruptcy, attributing the company’s financial demise, in large part, to the fraud scheme.

The conspiracy to commit securities fraud charge to which Parmar has plead guilty, carries a maximum penalty of five years in prison and a $250,000 fine. Pursuant to the terms of his plea agreement, Parmar has also agreed to forfeiture of certain properties and the contents of several bank accounts, and the Court must order that Parmar pays restitution to any victims of his offense.

U.S. Attorney Habba credited special agents of the Federal Bureau of Investigations, under the direction of Special Agent in Charge Brian Driscoll, with assistance from FBI Headquarters Forensic Accountant Support Team.

The government is represented by Assistant U.S. Attorneys Vinay S. Limbachia, George M. Barchini, and Kelly M. Lyons of the U.S. Attorney’s Office Criminal Division in Newark.

The charges and allegations contained in the Indictment with respect to Parmar’s co-defendants, Zaharis and Chivukula, are merely accusations, and Zaharis and Chivukula are presumed innocent unless and until proven guilty.

###

Defense counsel for Parmar: John H. Hemann, Esq., San Francisco, CA; Andrew D. Goldstein, Victoria R. Pasculli, Alessandra V. Rafalson, Esqs., New York, NY; Anuva V. Ganapathi, Esq., Palo Alto, CA

MIL Security OSI –

May 15, 2025
MIL-OSI Security: Pediatric Physician Sentenced to 25 Years for Producing Child Pornography

Source: Office of United States Attorneys

KANSAS CITY, Mo. – An Overland Park, Ks., pediatric physician was sentenced in federal court today for producing child pornography and possession of child pornography.

Brian Aalbers, 51, was sentenced by U.S. District Court Judge Brian C. Wimes to 25 years in federal prison without parole. The court also ordered Aalbers to serve supervised release for Life following his incarceration.

Aalbers, a pediatric neurologist at Overland Park Regional Hospital in Overland Park, Ks., had pleaded guilty to using concealed video cameras to secretly record 13 child victims for the purpose of producing child pornography over a three-year period. Aalbers also had admitted that he was in possession of child pornography.

Concerns were received by both the FBI and the United States Attorney’s Office regarding the potential victimization of patients of Aalbers’s pediatric practice. During the investigation, it was determined there was no evidence to indicate any current or former patients were victimized by Aalbers. To protect and maintain the privacy of Aalbers’s victims, no additional information regarding the victims will be released.

According to the plea agreement, Kansas City, Mo., police officers investigated a report regarding concealed video cameras that had been found on Oct. 28, 2023. A witness later contacted officers to report that Aalbers was sending suicidal text messages. Lenexa, Ks., police officers located Aalbers and transported him to a local hospital to obtain voluntary mental health treatment. The hospital took possession of two laptop computers, two iPad tablets, and a cell phone that were inside a backpack Aalbers brought with him when he entered the facility.

Investigators obtained search warrants for those devices, as well as other cameras and electronic devices owned by Aalbers. Investigators found more than 50,000 video files associated with the hidden video cameras used by Aalbers, including more than 1,000 videos that contained pornographic depictions of the 13 child victims.

Investigators also obtained a search warrant for Aalbers’s iCloud account, which contained 1,000 additional images and 163 additional videos of child pornography, which included videos of the identified child victims that had been produced by Aalbers.

This case was prosecuted by Assistant U.S. Attorney Maureen A. Brackett. It was investigated by the Federal Bureau of Investigation, Kansas City, Missouri Police Department, and Lenexa, Kansas Police Department.

Project Safe Childhood

This case was brought as part of Project Safe Childhood, a nationwide initiative launched in May 2006 by the Department of Justice to combat the growing epidemic of child sexual exploitation and abuse. Led by the United States Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section, Project Safe Childhood marshals federal, state, and local resources to locate, apprehend, and prosecute individuals who sexually exploit children, and to identify and rescue victims. For more information about Project Safe Childhood, please visit www.usdoj.gov/psc . For more information about Internet safety education, please visit www.usdoj.gov/psc and click on the tab “resources.”

MIL Security OSI –

May 15, 2025

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 –

May 15, 2025

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
Stratus^a		2,380		2,130
BarBurrito		2,129		2,100
Nurse Next Door^b		1,349		1,323
Oxford		1,249		1,182
Mr. Mikes		1,026		1,016
Sutton		899		1,096
AIR MILES®		756		892
Adjusted revenue^c	$	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 –

May 15, 2025

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 –
May 15, 2025
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 –
May 15, 2025

MIL-OSI: MATTR Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

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

Highlights include¹:

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

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

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

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

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

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

Selected Financial Highlights

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

1.0 FIRST QUARTER HIGHLIGHTS

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

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

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

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

Selected Segment Financial Highlights

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

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

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

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

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

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

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

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

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

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

2.0 OUTLOOK

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

The Company has largely completed its disposition of non-core assets and the modernization, expansion and optimization of its North American production network, with the remaining sale of its Brazilian pipe coating business expected to close around mid 2025 and the relocation of its Shawflex manufacturing site expected to be completed at the end of the second quarter of 2025. MEO costs are expected to be $5 to $7 million in the second quarter and will mark the completion of the MEO expense recognition program by the Company. Consequently, over the course of 2025, Mattr is expected to return to more normalized operations, with a primary focus on delivering value from its restructured operational footprint while also ensuring full integration and optimization of AmerCable following its acquisition.

The Company currently anticipates revenue and Adjusted EBITDA from Continuing Operations in the second quarter of the year to fall below the first quarter of 2025, including the recognition of MEO costs during the second quarter within its Connection Technologies segment. The Company observed some accelerated customer purchasing activity during the first quarter – primarily in its Flexpipe business – as a result of tariff uncertainty, and amid this uncertainty, the Company currently anticipates some customer purchasing decisions in the second quarter and beyond may be delayed or reduced.
The Company currently anticipates sales from its Xerxes fuel and water products in the second quarter of 2025 will rise modestly compared to the first quarter as conditions become more favorable for underground installation activity. Production efficiency from the business’s recently established South Carolina site is expected to evolve favorably over the remainder of 2025.
The Company currently anticipates sales of its Flexpipe products in the second quarter of 2025 will be lower than the first quarter, as modestly higher international shipments and continued North American market share gains are likely offset by further reductions in North American completion activity, driven by tariff uncertainty and lower oil prices. Production efficiency from the business’s recently established Texas site is expected to evolve favorably over the remainder of 2025.
The Company currently anticipates sales of its DSG-Canusa products in the second quarter of 2025 will be similar to the first quarter, as lower activity from its automotive customers is expected to be offset by new customer capture and new product introduction. The production efficiency from the business’s recently established Ohio site is expected to evolve favorably over the remaining course of 2025.
The Company currently anticipates sales of Shawflex and AmerCable wire and cable products in the second quarter of 2025 will decline compared to the first quarter, driven primarily by lower deliveries into specific industrial, mining and energy applications, partially offset by higher deliveries into infrastructure applications. The timing of specific deliveries within the AmerCable business drove a particularly strong result during the first quarter, which is still expected to be the strongest quarter of 2025 for this business. Copper price volatility has also increased since the start of the year and is being closely monitored to ensure the impacts arising from any rapid movements are minimized.
The Company has successfully leveraged Shawflex resources to secure early confirmation of US and Canadian customer appetite to utilize AmerCable’s medium voltage products in specific industrial applications and continues to anticipate initial, modest benefits from these expected industrial sector commercial synergies will commence in the second half of 2025. Key AmerCable related factors impacting Connection Technology segment results to date, and going forward, include:
- The Company incurred approximately $1 million of non-routine onboarding expenses related to the acquisition of AmerCable in the first quarter, and expects additional expenses of up to $4 million over the remainder of 2025. These costs are added back for the calculation of Adjusted EBITDA.
- The revaluation of AmerCable’s inventory to fair value as part of the purchase price allocation accounting is expected to temporarily lower gross margins in the first half of the year as the inventory is sold. These costs are added back for the calculation of Adjusted EBITDA.
- The recognition of intangible assets, including goodwill, customer relationships and trade names as part of the AmerCable purchase price allocation accounting and the corresponding amortization of these assets will impact reported earnings. However, these are non-cash expenses and do not impact the Company’s underlying operational performance or cash flow.

While the Company expects to maintain its “all of the above” approach to capital allocation, with the acquisition of AmerCable and the majority of its large organic MEO projects completed, the Company’s capital deployment in 2025 is expected to focus more heavily on debt repayment and activity under its NCIB. The Company currently anticipates total full year capital expenditures will be $60-$70 million, with approximately $15 million of such amount allocated to maintenance capital, and the remaining amounts allocated to growth projects, including completion of the remaining MEO projects. Given the elevated geopolitical uncertainty, the Company continues to evaluate market conditions and remains prepared to adjust its capital program and spend as needed.
The Company has moved above its normal net-debt-to-Adjusted EBITDA ratio target of 2.0 times, including leases, as a result of its acquisition of AmerCable. Through prioritization of debt repayment, the Company currently expects to move back below its normal target ratio within 12 to 18 months of the acquisition date.

3.0 CONFERENCE CALL AND ADDITIONAL INFORMATION

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

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

About Mattr

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

For further information, please contact:

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

Source: Mattr Corp.
Mattr.ER

4.0 FORWARD-LOOKING INFORMATION

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

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

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

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

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

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

5.0 RECONCILIATION OF NON-GAAP MEASURES

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

EBITDA and Adjusted EBITDA

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

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Net Income (Loss) from Continuing Operations	$	48,069		$	(2,145	)

	Add:
	Income tax expense		(38,858	)		3,948
	Finance costs, net		9,230			2,226
	Amortization of property, plant and equipment, intangible assets and ROU assets		16,883			8,568
	EBITDA from Continuing Operations		35,324			12,597

	Share-based incentive compensation (recovery) cost		(2,192	)		7,632
	Foreign exchange loss		3,907			2,397
	Restructuring costs and other, net		—			3,201
	Cost associated with acquisition ^(a)		5,320			—
	Non-cash impact from inventory fair value adjustment ^(b)		4,195			—
	Adjusted EBITDA from Continuing Operations	$	46,554		$	25,827
^a)	^{Costs associated with the acquisition of AmerCable Incorporated.}
^b)	^{Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.}

Connection Technologies Segment

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Operating Income	$	18,041		$	14,543

	Add:
	Amortization of property, plant and equipment, intangible assets and ROU assets		7,619			1,722
	EBITDA		25,660			16,265

	Share-based incentive compensation (recovery) cost		(368	)		1,319
	Restructuring costs and other, net		—			33
	Cost associated with acquisition ^(a)		974			—
	Non-cash impact from inventory fair value adjustment ^(b)		4,195			—
	Adjusted EBITDA	$	30,461		$	17,617
^a)	^{Costs associated with the acquisition of AmerCable Incorporated.}
^b)	^{Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.}

Composite Technologies Segment

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Operating Income	$	12,807		$	4,017

	Add:
	Amortization of property, plant and equipment, intangible assets and ROU assets		8,667			6,371
	EBITDA		21,474			10,388

	Share-based incentive compensation (recovery) cost		(436	)		1,452
	Restructuring costs and other, net		—			3,168
	Adjusted EBITDA	$	21,038		$	15,008

Financial and Corporate

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Operating Loss	$	(12,407	)	$	(14,531	)

	Add:
	Cost associated with repayment and modification of long-term debt		—			—
	Amortization of property, plant and equipment, intangible assets and ROU assets		597			475
	EBITDA		(11,810	)		(14,056	)

	Share-based incentive compensation (recovery) cost		(1,388	)		4,861
	Foreign exchange loss		3,907			2,397
	Cost associated with acquisition ^(a)		4,346			—
	Adjusted EBITDA	$	(4,945	)	$	(6,798	)
^a)	^{Costs associated with the acquisition of AmerCable Incorporated.}

Discontinued Operations

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Net Income (Loss) from Discontinued Operations	$	4,657		$	(3,494	)

	Add:
	Income tax (recovery) expense		2,998			1,869
	Finance costs, net recovery		(162	)		(84	)
	Amortization of property, plant and equipment, intangible assets and ROU assets		—			428
	EBITDA from Discontinued Operations		7,493			(1,281	)

	Foreign exchange (gain) loss		(16	)		118
	Loss on sale of operating unit and subsidiary		—			5,405
	Adjusted EBITDA from Discontinued Operations	$	7,477		$	4,242

Total Consolidated Mattr (Continuing and Discontinued Operations)

		Three Months Ended
			March 31,			March 31,
	_{(in thousands of Canadian dollars)}		2025			2024

	Net Income (Loss)	$	52,726		$	(5,639	)

	Add:
	Income tax expense		(35,860	)		5,817
	Finance costs, net		9,068			2,142
	Amortization of property, plant and equipment, intangible assets and ROU assets		16,883			8,996
	EBITDA		42,817			11,316

	Share-based incentive compensation (recovery) cost		(2,192	)		7,632
	Foreign exchange loss		3,891			2,515
	Loss on sale of operating unit and subsidiary		—			5,405
	Restructuring costs and other, net		—			3,201
	Cost associated with acquisition ^(a)		5,320			—
	Non-cash impact from inventory fair value adjustment ^(b)		4,195			—
	Adjusted EBITDA	$	54,031		$	30,069
^a)	^{Costs associated with the acquisition of AmerCable Incorporated.}
^b)	^{Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.}

Adjusted EBITDA Margin

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

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

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

Adjusted Net Income (attributable to shareholders)

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

Adjusted Earnings Per Share (“Adjusted EPS”)

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

Total Consolidated Mattr Adjusted EPS (Continuing and Discontinued Operations)

Three Months Ended

March 31,

_{(in thousands of Canadian dollars except for per share amounts)}

2025

2024

Earnings Per Share

Basic

Diluted

Basic

Diluted

Total Consolidated Mattr Net Income (Loss)^(a)

52,726

0.84

(5,842

)

(0.09

)

(0.09

)

Adjustments (before tax):

Share-based incentive compensation (recovery) cost

(2,192

)

7,632

Foreign exchange loss

3,891

2,515

Loss on sale of operating unit and subsidiary

—

5,405

Restructuring costs and other, net

—

3,201

Cost associated with acquisition ^(b)

5,320

—

Non-cash impact from inventory fair value adjustment ^(c)

4,195

—

Tax effect of above adjustments

(1,499

)

(2,066

)

Tax impact of the AmerCable acquisition

(40,819

)

—

Total Consolidated Mattr Adjusted Net Income (non-GAAP) ^(a)

21,622

0.34

10,845

0.16

^(a)

^{Attributable to Shareholders of the Company.}

^(b)

^{One-time costs associated with the acquisition of AmerCable Incorporated.}

^(c)

^{One-time cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.}

Total Net debt-to-Adjusted EBITDA

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

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

		March 31,		December 31
_{(in thousands of Canadian dollars except Net debt-to-EBITDA ratio)}		2025			2024

Long-term debt	$	449,633		$	471,238
Lease Liabilities		165,869			163,127
Cash and cash equivalents (and restricted cash)		(52,716	)		(502,490	)
Total Net Debt		562,786			131,875

Q1 2024 Adjusted EBITDA		—			30,069
Q2 2024 Adjusted EBITDA		42,824			42,824
Q3 2024 Adjusted EBITDA		36,743			36,743
Q4 2024 Adjusted EBITDA		21,060			21,060
Q1 2025 Adjusted EBITDA		54,031			—
Trailing twelve-month Adjusted EBITDA	$	154,658		$	130,696
Total Net debt-to-Adjusted EBITDA		3.64			1.01

Total Interest Coverage Ratio

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

		March 31,	December 31
_{(in thousands of Canadian dollars except Net debt-to-EBITDA ratio)}		2025		2024

Q1 2024 Adjusted EBITDA	$	—	$	30,069
Q2 2024 Adjusted EBITDA		42,824		42,824
Q3 2024 Adjusted EBITDA		36,743		36,743
Q4 2024 Adjusted EBITDA		21,060		21,060
Q1 2025 Adjusted EBITDA		54,031		—
Trailing twelve-month Adjusted EBITDA	$	154,658	$	130,696

Q1 2024 Finance cost, net		—		2,142
Q2 2024 Finance cost, net		4,341		4,341
Q3 2024 Finance cost, net		4,804		4,804
Q4 2024 Finance cost, net		5,846		5,846
Q1 2025 Finance cost, net		9,068		—
Trailing twelve-month finance cost, net	$	24,059	$	17,133
Total Interest Coverage Ratio		6.43		7.63

Modernization, Expansion and Optimization (“MEO”) Costs

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

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

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

6.0 ADDITIONAL INFORMATION

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

Dated: May 14, 2025

The MIL Network –

May 15, 2025

MIL-OSI USA: Congressman Castro Statement on Director Gabbard’s Firing of Top Two Officials at the National Intelligence Council

Source: United States House of Representatives – Congressman Joaquin Castro (20th District of Texas)

May 14, 2025

WASHINGTON, D.C. — Today, Congressman Joaquin Castro (TX-20), Ranking Member of the Oversight and Investigations Subcommittee on the House Permanent Select Committee on Intelligence, released the following statement:

“Tulsi Gabbard fired the top two officials at the National Intelligence Council for telling the truth. Trump’s use of the Alien Enemies Act is built on the fiction that the Venezuelan regime controls the gang Tren De Aragua.We know this is false. I joined Intelligence Committee Ranking Member Himes in calling on Gabbard to publicly release these assessments. I also raised this with CIA Director Ratcliffe and Director Gabbard in the March Intelligence Committee hearing. In that hearing, Director Gabbard misrepresented the intelligence we have all now seen that finds no link between the Venezuelan regime and Tren de Aragua.

“The Director of National Intelligence’s most important responsibility is to accurately represent the facts. Instead, she has fired the top two officials at the National Intelligence Council because their analysis was not politically convenient for the President. Under the Trump Administration, intelligence is being politicized and bent to the will of President Trump. That is dangerous because it intimidates intelligence analysts, undercuts the integrity of their work, and undermines our national security.”

MIL OSI USA News –

May 15, 2025
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 –
May 15, 2025

MIL-OSI: Crescent Capital BDC, Inc. Reports First Quarter 2025 Earnings Results; Declares a Second Quarter Base Dividend of $0.42 Per Share

Source: GlobeNewswire (MIL-OSI)

LOS ANGELES, May 14, 2025 (GLOBE NEWSWIRE) — Crescent Capital BDC, Inc. (“Crescent BDC” or “Company”) (NASDAQ: CCAP) today reported net investment income of $0.45 per share and net income of $0.11 per share, for the quarter ended March 31, 2025. Net asset value (NAV) per share was $19.62 at March 31, 2025 compared to $19.98 as of December 31, 2024.

Dividend Declarations
The Company announced that its Board of Directors (the “Board”) declared a second quarter 2025 regular cash dividend of $0.42 per share to stockholders of record as of June 30, 2025, payable on July 15, 2025. Additionally, the second of three previously announced $0.05 per share special dividends will be paid on June 13, 2025 to stockholders of record as of May 30, 2025.

Selected Financial Highlights
($ in millions, except per share amounts)

	As of and for the three months ended
	March 31, 2025			December 31, 2024			March 31, 2024
Investments, at fair value	$	1,620.7		$	1,598.9		$	1,563.3
Total assets	$	1,666.5		$	1,656.3		$	1,620.4
Total net assets	$	727.1		$	740.6		$	751.4
Net asset value per share	$	19.62		$	19.98		$	20.28

Investment income	$	42.1		$	46.4		$	50.4
Net investment income	$	16.6		$	20.5		$	23.4
Net realized gains (losses), net of taxes	$	(6.5	)	$	(3.2	)	$	(0.2	)
Net change in unrealized gains (losses), net of taxes	$	(6.2	)	$	(7.3	)	$	4.8
Net increase (decrease) in net assets resulting from operations	$	3.9		$	10.0		$	28.0

Net investment income per share	$	0.45		$	0.55		$	0.63
Net realized gains (losses) per share, net of taxes	$	(0.18	)	$	(0.09	)	$	(0.00	)
Net change in unrealized gains (losses) per share, net of taxes	$	(0.16	)	$	(0.19	)	$	0.13
Net increase (decrease) in net assets resulting from operations per share	$	0.11		$	0.27		$	0.76
Regular distributions paid per share	$	0.42		$	0.42		$	0.41
Supplemental distributions paid per share	$	–		$	0.07		$	0.10
Special distributions paid per share	$	0.05		$	–		$	–

Weighted average yield on income producing securities (at cost)¹		10.4	%		10.9	%		12.3	%
Percentage of debt investments at floating rates		97.2	%		97.3	%		97.5	%

Portfolio & Investment Activity

As of March 31, 2025 and December 31, 2024, the Company had investments in 191 and 185 portfolio companies with an aggregate fair value of $1,620.7 and $1,598.9 million, respectively. The portfolio at fair value was comprised of the following asset types:

Portfolio Asset Types:

	As of
$ in millions	March 31, 2025					December 31, 2024
Investment Type	Fair Value		Percentage			Fair Value		Percentage
Senior secured first lien	$	400.3		24.8	%	$	379.7		23.7	%
Unitranche first lien²		1,048.9		64.7			1,044.1		65.3
Unitranche first lien – last out²		25.0		1.5			14.8		0.9
Senior secured second lien		22.5		1.4			38.5		2.4
Unsecured debt		18.2		1.1			17.5		1.1
Equity & other		66.8		4.1			64.9		4.1
LLC/LP equity interests		39.0		2.4			39.4		2.5
Total investments	$	1,620.7		100.0	%	$	1,598.9		100.0	%

For the quarter ended March 31, 2025, the Company invested $104.7 million across 10 new portfolio companies and several follow-on revolver and delayed draw fundings. During this period, the Company had $78.0 million in aggregate exits, sales and repayments. For the quarter ended December 31, 2024, the Company invested $127.1 million across 14 new portfolio companies and several follow-on revolver and delayed draw fundings. For this period, the Company had $105.8 million in aggregate exits, sales and repayments.

Results of Operations

For the quarter ended March 31, 2025, investment income decreased to $42.1 million from $46.4 million for the quarter ended December 31, 2024, respectively. Interest income, which includes amortization of upfront fees, decreased to $39.7 million for the quarter ended March 31, 2025 from $43.4 million for the quarter ended December 31, 2024, primarily due to a decrease in benchmark rates. Included in interest from investments for the quarters ended March 31, 2025 and December 31, 2024 are $0.8 million and $0.5 million of accelerated accretion of OID related to paydown activity, respectively. Dividend income decreased to $1.5 million for the quarter ended March 31, 2025 from $2.4 million for the quarter ended December 31, 2024. Other income, which includes consent, waiver, amendment, agency, underwriting and arranger fees, was $0.9 million and $0.6 million for the quarter ended March 31, 2025 and December 31, 2024, respectively.

For the three months ended March 31, 2025 and December 31, 2024, total net expenses, including income and excise taxes, totaled $25.5 million and $25.9 million, respectively.

Liquidity and Capital Resources

As of March 31, 2025, the Company had $30.5 million in cash and cash equivalents and restricted cash and $310.0 million of undrawn capacity on its credit facilities, subject to borrowing base and other limitations. The weighted average cost of debt on the Company’s debt outstanding as of March 31, 2025 was 6.36%.

The Company’s debt to equity ratio was 1.25x as of March 31, 2025.

Conference Call

The Company will host a webcast/conference call on Thursday, May 15, 2025 at 12:00 p.m. (Eastern Time) to discuss its financial results for the quarter ended March 31, 2025. Please visit Crescent BDC’s webcast link located on the Events & Presentations page of the Investor Relations section of Crescent BDC’s website for a slide presentation that complements the earnings conference call.

All interested parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the Events & Presentations page of the Investor Resources section of Crescent BDC’s website at www.crescentbdc.com. Please visit the website to test your connection before the webcast. Participants are also invited to access the conference call by dialing the following number:

Toll Free: (800) 715-9871
Conference ID: 1217499

All callers will need to reference the Conference ID once connected with the operator. An archived replay will be available via a webcast link located on the Investor Relations section of Crescent BDC’s website.

Endnotes

Note: Numbers may not sum due to rounding.

1) Yield includes performing debt and other income producing investments (excluding investments on non-accrual).

2) Unitranche loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority among different lenders in the unitranche loan. In certain instances, the Company may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that the Company would continue to hold. In exchange for the greater risk of loss, the “last out” portion earns a higher interest rate.

Crescent Capital BDC, Inc. Consolidated Statements of Assets and Liabilities (in thousands except share and per share data)

	As of March 31, 2025 (Unaudited)			As of December 31, 2024
Assets
Investments, at fair value
Non-controlled non-affiliated investments (cost of $1,541,656 and $1,511,386, respectively)	$	1,527,336		$	1,504,013
Non-controlled affiliated investments (cost of $44,783 and $46,104, respectively)		45,805			46,793
Controlled investments (cost of $61,496 and $66,416, respectively)		47,600			48,051
Cash and cash equivalents		12,033			10,130
Restricted cash and cash equivalents		18,495			29,292
Interest and dividend receivable		8,240			11,008
Receivable from unsettled transactions		224			1,163
Unrealized appreciation on foreign currency forward contracts		4,242			4,815
Deferred tax assets		282			746
Other assets		2,240			263
Total assets	$	1,666,497		$	1,656,274

Liabilities
Debt (net of deferred financing costs of $8,658 and $8,214, respectively)	$	902,952		$	875,837
Distributions payable		15,566			15,566
Interest and other debt financing costs payable		9,116			10,408
Management fees payable		5,019			5,066
Incentive fees payable		3,487			4,305
Deferred tax liabilities		282			746
Unrealized depreciation on foreign currency forward contracts		284			—
Accrued expenses and other liabilities		2,669			3,709
Total liabilities	$	939,375		$	915,637

Net assets
Preferred stock, par value $0.001 per share (10,000 shares authorized, zero outstanding, respectively)	$	—		$	—
Common stock, par value $0.001 per share (200,000,000 shares authorized, 37,061,547 shares issued and outstanding)		37			37
Paid-in capital in excess of par value		959,098			959,098
Accumulated earnings (loss)		(232,013	)		(218,498	)
Total net assets	$	727,122		$	740,637
Total liabilities and net assets	$	1,666,497		$	1,656,274
Net asset value per share	$	19.62		$	19.98

Crescent Capital BDC, Inc. Consolidated Statements of Operations (in thousands except share and per share data) (Unaudited)

	For the three months ended March 31,
		2025			2024
Investment Income:
From non-controlled non-affiliated investments:
Interest income	$	36,978		$	43,564
Paid-in-kind interest		1,493			1,155
Dividend income		—			393
Other income		870			889
From non-controlled affiliated investments:
Interest income		858			692
Paid-in-kind interest		264			442
Dividend income		258			287
From controlled investments:
Interest income		205			299
Dividend income		1,200			2,640
Other income		3			—
Total investment income		42,129			50,361

Expenses:
Interest and other debt financing costs		14,636			15,604
Management fees		5,038			4,980
Income based incentive fees		3,519			4,937
Professional fees		735			447
Directors’ fees		164			156
Other general and administrative expenses		967			628
Total expenses		25,059			26,752
Management fees waiver		(20	)		(38	)
Income based incentive fees waiver		(32	)		(36	)
Net expenses		25,007			26,678
Net investment income before taxes		17,122			23,683
(Benefit) provision for income and excise taxes		501			366
Net investment income		16,621			23,317
Net realized and unrealized gains (losses) on investments:
Net realized gain (loss) on:
Non-controlled non-affiliated investments		(3,060	)		(1,604	)
Non-controlled affiliated investments		(3,800	)		—
Foreign currency transactions		357			(11	)
Foreign currency forward contracts		—			1,447
Net change in unrealized appreciation (depreciation) on:
Non-controlled non-affiliated investments and foreign currency translation		(10,159	)		4,870
Non-controlled affiliated investments		333			228
Controlled investments		4,469			(225	)
Foreign currency forward contracts		(857	)		(356	)
Net realized and unrealized gains (losses) on investments		(12,717	)		4,349
Benefit (provision) for taxes on unrealized appreciation (depreciation) on investments		—			339
Net increase (decrease) in net assets resulting from operations	$	3,904		$	28,005

Per common share data:
Net increase (decrease) in net assets resulting from operations per share (basic and diluted):	$	0.11		$	0.76
Net investment income per share (basic and diluted):	$	0.45		$	0.63
Weighted average shares outstanding (basic and diluted):		37,061,547			37,061,547

About Crescent BDC

Crescent BDC is a business development company that seeks to maximize the total return of its stockholders in the form of current income and capital appreciation by providing capital solutions to middle market companies with sound business fundamentals and strong growth prospects. Crescent BDC utilizes the extensive experience, origination capabilities and disciplined investment process of Crescent. Crescent BDC is externally managed by Crescent Cap Advisors, LLC, a subsidiary of Crescent. Crescent BDC has elected to be regulated as a business development company under the Investment Company Act of 1940. For more information about Crescent BDC, visit www.crescentbdc.com. However, the contents of such website are not and should not be deemed to be incorporated by reference herein.

About Crescent Capital Group

Crescent is a global credit investment manager with $46 billion of assets under management. For over 30 years, the firm has focused on below investment grade credit through strategies that invest in marketable and privately originated debt securities including senior bank loans, high yield bonds, as well as private senior, unitranche and junior debt securities. Crescent is headquartered in Los Angeles with offices in New York, Boston, Chicago and London with more than 225 employees globally. Crescent is a part of SLC Management, the institutional alternatives and traditional asset management business of Sun Life. For more information about Crescent, visit www.crescentcap.com. However, the contents of such website are not and should not be deemed to be incorporated by reference herein.

Contact:

Dan McMahon
daniel.mcmahon@crescentcap.com
212-364-0149

Forward-Looking Statements

This press release, and other statements that Crescent BDC may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to Crescent BDC’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

Crescent BDC cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time. Forward-looking statements speak only as of the date they are made, and Crescent BDC assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in Crescent BDC’s SEC reports and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) our future operating results; (2) our business prospects and the prospects of our portfolio companies; (3) the impact of investments that we expect to make; (4) our contractual arrangements and relationships with third parties; (5) the dependence of our future success on the general economy and its impact on the industries in which we invest; (6) the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives; (7) our expected financings and investments; (8) the adequacy of our cash resources and working capital, including our ability to obtain continued financing on favorable terms; (9) the timing of cash flows, if any, from the operations of our portfolio companies; (10) the impact of increased competition; (11) the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments; (12) potential conflicts of interest in the allocation of opportunities between us and other investment funds managed by our investment adviser or its affiliates; (13) the ability of our investment adviser to attract and retain highly talented professionals; (14) changes in law and policy accompanying the new administration and uncertainty pending any such changes; (15) increased geopolitical unrest, terrorist attacks or acts of war, which may adversely affect the general economy, domestic and local financial and capital markets, or the specific industries of our portfolio companies; (16) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets; (17) the unfavorable resolution of legal proceedings; and (18) the impact of changes to tax legislation and, generally, our tax position.

Crescent BDC’s Annual Report on Form 10-K for the year ended December 31, 2024 and quarterly report on Form 10-Q for the quarter ended March 31, 2025, each filed with the SEC, identifies additional factors that can affect forward-looking statements.

Other Information

The information in this press release is summary information only and should be read in conjunction with Crescent BDC’s annual report on Form 10-K for the year ended December 31, 2024, which Crescent BDC filed with the U.S. Securities and Exchange Commission (the SEC) on February 19, 2025, Crescent BDC’s quarterly report on Form 10-Q for the quarter ended March 31, 2025, which Crescent BDC filed with the SEC on May 14, 2025 as well as Crescent BDC’s other reports filed with the SEC. A copy of Crescent BDC’s annual report on Form 10-K for the year ended December 31, 2024, Crescent BDC’s quarterly reports on Form 10-Q and Crescent BDC’s other reports filed with the SEC can be found on Crescent BDC’s website at www.crescentbdc.com and the SEC’s website at www.sec.gov.

The MIL Network –

May 15, 2025

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 –

May 15, 2025

Category: Finance

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Chairman of the State Duma Vyacheslav Volodin

Minister of Education Sergey Kravtsov

Minister of Science and Higher Education Valery Falkov

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