Category: Finance

MIL-OSI USA: Following Grassley Oversight, CMS Takes Action on Rural Hospital Demonstration Program

US Senate News:

Source: United States Senator for Iowa Chuck Grassley
WASHINGTON – Sen. Chuck Grassley (R-Iowa) welcomed an action by the Centers for Medicare and Medicaid Services (CMS) to fill 10 available spaces in its Rural Community Hospital Demonstration (RCHD) program. Citing the program’s efficacy and qualifying hospitals’ interest, Grassley has spent years pushing CMS to open RCHD applications and fill empty slots.
At a Senate Finance Committee nomination hearing in March, Grassley pressed Dr. Mehmet Oz, then-nominee to be CMS Administrator, to protect and support access to rural health care, including a specific request to fill RCHD slots.
“I’m glad to see CMS fill these slots and give more rural hospitals a chance to thrive. Through this program, rural hospitals will have a better opportunity to keep their doors open and continue providing needed services for their local communities. This fight is not over, and Congress must continue pushing to support rural health care in America,” Grassley said.
Background:
The RCHD program boosts financial viability for rural hospitals that are too large to be Critical Access Hospitals and too small to benefit from Medicare’s hospital inpatient prospective payment system. Congress created the RCHD in 2003 and has reauthorized it three times. Currently, there are four Iowa hospitals participating in RCHD.
Grassley’s Continued Advocacy:
In 2023, Grassley secured a commitment from then-Health and Human Services (HHS) Secretary Xavier Becerra that his agency would “do more” to support struggling rural hospitals. Grassley followed up by urging CMS to open RCHD spots. At Grassley’s request, CMS spoke with Iowa facilities looking to participate in the RCHD program.
However, after months of inaction by the Biden administration, Grassley questioned Secretary Becerra about his failure to fill program openings and penned a letter with Sen. Cindy Hyde-Smith (R-Miss.) reminding CMS it should be wielding every tool available to help rural hospitals.
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MIL OSI USA News –

May 15, 2025
MIL-OSI: Medallion Bank Announces Launch of Series G Preferred Stock Offering

Source: GlobeNewswire (MIL-OSI)

NEW YORK, May 14, 2025 (GLOBE NEWSWIRE) — Medallion Bank (Nasdaq: MBKNP), an FDIC-insured bank providing consumer loans for the purchase of recreational vehicles, boats, and home improvements, along with loan origination services to fintech strategic partners, announced today that it has launched a public offering of shares of its Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series G, par value $1.00 per share, with a liquidation amount of $25 per share (the “Series G Preferred Stock”). Medallion Bank’s Series G Preferred Stock is expected to trade on the Nasdaq Capital Market under the ticker symbol “MBNKO.” Medallion Bank is and will remain a wholly owned subsidiary of Medallion Financial upon completion of the offering.

Medallion Bank expects to grant the underwriters a 30-day option to purchase additional shares of the Series G Preferred Stock solely to cover over-allotments, if any.

Medallion Bank intends to use the net proceeds from this offering for general corporate purposes, which may include, among other things, increasing Medallion Bank’s capital levels, growing its consumer loan portfolios or redeeming some or all of its outstanding Series F Non-Cumulative Perpetual Preferred Stock (the “Series F Preferred Stock”), subject to the prior approval of the Federal Deposit Insurance Corporation.

Piper Sandler & Co. and Lucid Capital Markets, LLC are acting as joint book-running managers. A.G.P./Alliance Global Partners, B. Riley Securities, Inc., InspereX LLC, Ladenburg Thalmann & Co. Inc., Muriel Siebert & Co., LLC, Wedbush Securities Inc., and William Blair & Company, L.L.C. are acting as lead managers.

The offering of the Medallion Bank’s Series G Preferred Stock is exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 3(a)(2) of that Act and will be made only by means of an offering circular. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The securities are neither insured nor approved by the Federal Deposit Insurance Corporation or any other Federal or state regulatory body.

The preliminary offering circular relating to the offering is available at medallionbankoffering.com. In addition, copies of the preliminary offering circular may also be obtained from: Piper Sandler & Co.; Attn: Debt Capital Markets, 1 Greenwich Plaza, 1^st Floor, Suite 111, Greenwich, CT 06830, or by email at fsg-dcm@psc.com.

About Medallion Bank

Medallion Bank specializes in providing consumer loans for the purchase of recreational vehicles, boats, and home improvements, along with loan origination services to fintech strategic partners. The Bank works directly with thousands of dealers, contractors and financial service providers serving their customers throughout the United States. Medallion Bank is a Utah-chartered, FDIC-insured industrial bank headquartered in Salt Lake City and is a wholly owned subsidiary of Medallion Financial Corp.

This press release contains “forward-looking statements”, which reflect Medallion Bank’s current views with respect to future events and which address matters that are, by their nature, inherently uncertain and beyond Medallion Bank’s control. These statements are often, but not always, made through the use of words or phrases such as “expect” and “intend” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These statements relate to the offering of shares of the Series G Preferred Stock, the anticipated use of the net proceeds by Medallion Bank and the grant to the underwriters of an option to purchase additional shares of the Series G Preferred Stock. No assurance can be given that the transaction discussed above will be completed on the terms described, or at all, or that Medallion Bank will decide to redeem its Series F Preferred Stock or, if it does, the amount to be redeemed and the timing of redemption and required regulatory approval. Completion of the offering on the terms described, including the grant of the option to the underwriters, and the application of net proceeds, are subject to numerous conditions, many of which are beyond the control of Medallion Bank. Medallion Bank undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For a description of certain risks to which Medallion Bank is or may be subject, please refer to the factors discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” in Medallion Bank’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.

This press release does not constitute a notice of redemption with respect to the Series F Preferred Stock. If Medallion Bank decides to redeem the Series F Preferred Stock, it intends to announce its decision by press release and an appropriate notice of redemption during the applicable notice window.

Company Contact:
Investor Relations
212-328-2176
InvestorRelations@medallion.com

The MIL Network –

May 15, 2025

MIL-OSI: Red Cat Reports Financial Results for First Quarter 2025 and Provides Corporate Update

Source: GlobeNewswire (MIL-OSI)

SAN JUAN, Puerto Rico, May 14, 2025 (GLOBE NEWSWIRE) — Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, reports its financial results for the first quarter ended March 31, 2025 and provides a corporate update.

Recent Operational Highlights

Announced the expansion of our multi-domain Family of Systems with a new line of Unmanned Surface Vessels (USVs). This strategic move marks Red Cat’s official entry into the rapidly evolving maritime autonomy market and reinforces its position as a provider of comprehensive, interoperable unmanned systems for air, land, and sea operations.
Expanded our Red Cat Futures Industry Consortium to include Palantir and Palladyne to boost AI capabilities in contested environments, including visual navigation.
Introducing Black Widow™ and Edge 130 drones to the Latin American market at LAAD 2025 in Rio De Janeiro, Brazil in April 2025.
Introduced our Black Widow™ short-range reconnaissance drone and Edge 130 Tricopter to the Middle East market at the International Defense Exhibition and Conference in Abu Dhabi, UAE, Feb 17-21, 2025.
Introduced Black Widow™ to the Asia Pacific Market at the AISSE conference in Putrajaya, Malaysia in January 2025.
Announced that the Black Widow drone and FlightWave Edge 130 were included on the list of 23 platforms and 14 unique components and capabilities selected as winners of the Blue UAS Refresh. The platforms will undergo National Defense Authorization Act (NDAA) verification and cyber security review with the ultimate goal of joining the Blue UAS List.
Partnered with Palantir to deploy Warp Speed, Palantir’s manufacturing OS. This collaboration will transform our supply and manufacturing operations with Palantir’s AI enabled monitoring, process flow enhancement and comprehensive data analysis. Palantir’s Warp Speed will optimize Red Cat’s production and streamline its supply chain, change management, and quality assurance, ultimately reducing costs and improving margins.

First Quarter 2025 Financial Highlights

Quarterly Revenue of $1.7 million
Ended the quarter with cash and accounts receivable of $9.3 million
In addition, closed funding of $30.0 million subsequent to quarter end
Reiterate 2025 annual revenue guidance of $80 to $120 million for calendar year 2025, which consists of:
- $25 to $65 million in SRR-related Black Widow sales
- $25 million in Non-SRR Black Widow sales
- $25 million in Edge 130 sales
- $5m in Fang FPV sales

“Red Cat’s momentum continues to build as we execute on our strategy to deliver advanced, AI-enabled unmanned systems across air, land, and sea,” said Jeff Thompson, Red Cat CEO. “Our partnership with Palantir to deploy Warp Speed is optimizing our manufacturing and cost efficiency, while our expansion into maritime autonomy with Unmanned Surface Vessels significantly expands our Family of Systems. A strong balance sheet bolstered by a recent $30 million capital raise positions us strongly to meet growing domestic and international demand in the second half of 2025.”

“Our balance sheet remains strong as we transition to production and delivery of our new Black Widow drones,” said Chris Ericson, Red Cat CFO. “We have bolstered our quarter-end cash and receivables of $9 million with an additional $30 million from a capital raise executed soon after quarter-end. This liquidity has given us ample strength and ability to expand manufacturing to meet the impending demands of the U.S. Army’s SRR program and international opportunities for the second half of 2025.”

Conference Call Today

CEO Jeff Thompson and CFO Chris Ericson will host an earnings conference call at 4:30 p.m. ET on Wednesday, May 14, 2025, to review financial results and provide an update on corporate developments. Following management’s formal remarks, there will be a question-and-answer session. Interested parties can attend the conference call through a live webcast that can be accessed at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=OqffyYp4

About Red Cat Holdings, Inc.

Red Cat (Nasdaq: RCAT) is a drone technology company integrating robotic hardware and software for military, government, and commercial operations. Through two wholly owned subsidiaries, Teal Drones and FlightWave Aerospace, Red Cat has developed a Family of Systems. This includes the Black Widow™, a small unmanned ISR system that was awarded the U.S. Army’s Short Range Reconnaissance (SRR) Program of Record contract. The Family of Systems also includes TRICHON™, a fixed-wing VTOL for extended endurance and range, and FANG™, the industry’s first line of NDAA-compliant FPV drones optimized for military operations with precision strike capabilities. Learn more at www.redcat.red.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Red Cat Holdings, Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the Form 10-K filed with the Securities and Exchange Commission on July 27, 2023. Forward-looking statements contained in this announcement are made as of this date, and Red Cat Holdings, Inc. undertakes no duty to update such information except as required under applicable law.

Contact:

INVESTORS:
E-mail: Investors@redcat.red

NEWS MEDIA:
Phone: (347) 880-2895
Email: peter@indicatemedia.com


RED CAT HOLDINGS
Condensed Consolidated Balance Sheets

		March 31,			December 31,
		2025			2024
ASSETS

Cash	$	7,722,410		$	9,154,297
Accounts receivable, net		1,554,295			489,316
Inventory, including deposits		17,107,860			13,592,900
Intangible assets including goodwill, net		25,718,450			26,124,133
Other		7,552,833			6,243,621

TOTAL ASSETS	$	59,655,848		$	55,604,267

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable and accrued expenses	$	2,712,333		$	3,289,634
Debt obligations		350,000			350,000
Customer deposits		220,517			227,484
Operating lease liabilities		2,329,194			1,617,596
Convertible notes payable		25,132,556			—
Total liabilities		30,744,600			5,484,714

Stockholders’ capital		176,779,302			174,864,256
Accumulated deficit/comprehensive loss		(147,868,054	)		(124,744,703	)
Total stockholders’ equity		28,911,248			50,119,553
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	59,655,848		$	55,604,267

Condensed Consolidated Statements of Operations

	Three months ended March 31,
	2025			2024
Revenues	$	1,629,662		$	6,614,029

Cost of goods sold		2,480,072			5,492,825

Gross (loss) profit		(850,410	)		1,121,204

Operating Expenses
Research and development		3,432,593			2,669,502
Sales and marketing		3,314,748			1,410,506
General and administrative		4,880,448			3,084,495
Total operating expenses		11,627,789			7,164,503
Operating loss		(12,478,199	)		(6,043,299	)

Other expense (income)		10,645,152			(635,676	)

Net loss from continuing operations		(23,123,351	)		(5,407,623	)

Loss from discontinued operations		—			(1,373,457	)
Net loss	$	(23,123,351	)	$	(6,781,080	)

Loss per share – basic and diluted	$	(0.27	)	$	(0.09	)

Weighted average shares outstanding – basic and diluted		85,505,520			74,204,622


Condensed Consolidated Statements of Cash Flows

		Three months ended March 31,
		2025			2024
Cash Flows from Operating Activities
Net loss from continuing operations	$	(23,123,351	)	$	(5,407,623	)
Non-cash expenses		12,886,204			1,129,679
Changes in operating assets and liabilities		(5,670,590	)		(97,316	)
Net cash used in operating activities		(15,907,737	)		(4,375,260	)

Cash Flows from Investing Activities
Proceeds from divestiture of consumer segment		—			1,000,000
Purchases of property and equipment		(273,103	)		(75,991	)
Net cash (used in) provided by investing activities		(273,103	)		924,009

Cash Flows from Financing Activities
Proceeds from issuance of convertible notes payable, net		14,432,879			—
Proceeds from exercise of stock options		316,074			—
Payments of debt obligations, net		—			(147,147	)
Net cash provided by (used in) financing activities		14,748,953			(147,147	)

Net cash used in discontinued operations		—			(194,969	)

Net decrease in Cash		(1,431,887	)		(3,793,367	)
Cash, beginning of period		9,154,297			10,245,064
Cash, end of period	$	7,722,410		$	6,451,697

The MIL Network –

May 15, 2025

MIL-OSI: Birchcliff Energy Ltd. Announces Strong Q1 2025 Results and Declares Q2 2025 Dividend

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — Birchcliff Energy Ltd. (“Birchcliff” or the “Corporation”) (TSX: BIR) is pleased to announce its Q1 2025 financial and operational results.

Chris Carlsen, Birchcliff’s President and Chief Executive Officer, commented: “We are pleased to report strong operational and financial results for the first quarter of 2025, driven by our continued focus on operational excellence and our high-quality asset base. We successfully executed our Q1 capital program, drilling 14 wells and bringing 8 wells onstream, resulting in first quarter average production of 77,363 boe/d. We generated adjusted funds flow⁽¹⁾ of $124.4 million in Q1 2025 (an 88% increase from Q1 2024), driven by increased production and a stronger average realized natural gas sales price, which benefitted from our natural gas market diversification, with approximately 78% of our natural gas volumes realizing U.S. pricing at the Dawn and NYMEX HH markets. We achieved free funds flow⁽¹⁾ of $12.6 million in the first quarter, notwithstanding that approximately 40%⁽²⁾ of our full-year capital budget was invested in Q1 2025 prior to spring break-up. With a substantial portion of our capital program behind us, we expect to generate significant free funds flow during the remainder of the year, which will be allocated primarily towards reducing our total debt⁽³⁾ by approximately 28% from year end 2024⁽⁴⁾ , after the payment of our base dividend. Our 2025 production guidance and capital program are unchanged and we remain focused on capital efficiency improvements, driving down our costs and strengthening our balance sheet.

This year marks a significant milestone for Birchcliff as we celebrate our 20^th anniversary. We extend our gratitude to our dedicated staff, our board of directors and our shareholders for their support over the years. Together, we look forward to a promising future, leveraging our strengths to navigate the evolving market, drive profitable growth and deliver long-term shareholder value.”

Q1 2025 FINANCIAL AND OPERATIONAL HIGHLIGHTS

Delivered average production of 77,363 boe/d (82% natural gas, 10% NGLs, 6% condensate and 2% light oil), a 3% increase from Q1 2024.
Generated adjusted funds flow of $124.4 million, or $0.46 per basic common share⁽⁵⁾, an 88% and 84% increase, respectively, from Q1 2024. Cash flow from operating activities was $126.1 million, a 93% increase from Q1 2024.
Reported net income to common shareholders of $65.7 million, or $0.24 per basic common share, as compared to a net loss to common shareholders of $15.0 million and $0.06 per basic common share in Q1 2024.
Birchcliff’s market diversification contributed to an effective average realized natural gas sales price⁽⁵⁾ of $4.89/Mcf in Q1 2025, which represents a 142% premium to the average benchmark AECO 7A Monthly Index price in the quarter.
Achieved an operating netback⁽⁵⁾ of $17.71/boe, a 38% increase from Q1 2024.
Birchcliff had a very active first quarter capital program, drilling 14 (14.0 net) wells and bringing 8 (8.0 net) wells on production, with F&D capital expenditures totalling $111.8 million in Q1 2025.

Birchcliff’s unaudited interim condensed financial statements for the three months ended March 31, 2025 and related management’s discussion and analysis will be available on its website at www.birchcliffenergy.com and on SEDAR+ at www.sedarplus.ca. Birchcliff’s updated corporate presentation will be available on its website at www.birchcliffenergy.com on May 14, 2025.

______________________________

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

^{(2) Based on the mid-point of Birchcliff’s 2025 capital budget of $260 million to $300 million.}

^{(3) Capital management measure. See “Non-GAAP and Other Financial Measures”.}

^{(4) Based on the mid-point of Birchcliff’s total debt guidance range at year end 2025 of $365 million to $405 million and as compared to Birchcliff’s total debt at year end 2024 of $535.6 million.}

^{(5) Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.}

DECLARATION OF Q2 2025 QUARTERLY DIVIDEND

Birchcliff’s board of directors (the “Board”) has declared a quarterly cash dividend of $0.03 per common share for the quarter ending June 30, 2025.
The dividend will be payable on June 30, 2025 to shareholders of record at the close of business on June 13, 2025. The dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada).

EXTENSION OF CREDIT FACILITIES

Subsequent to the end of Q1 2025, Birchcliff’s syndicate of lenders completed its regular semi-annual review of the borrowing base limit under the Corporation’s extendible revolving credit facilities (the “Credit Facilities”).
In connection therewith, the agreement governing the Credit Facilities was amended effective May 7, 2025 to extend the maturity dates of each of the syndicated extendible revolving term credit facility and the extendible revolving working capital facility from May 11, 2027 to May 11, 2028. In addition, the lenders confirmed the borrowing base limit at $850 million. The Credit Facilities do not contain any financial maintenance covenants.

ANNUAL MEETING OF SHAREHOLDERS

Birchcliff’s annual meeting of shareholders is scheduled to take place tomorrow, Thursday, May 15, 2025, at 3:00 p.m. (Mountain Daylight Time) in the McMurray Room at the Calgary Petroleum Club, 319 – 5^th Avenue S.W., Calgary, Alberta.

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

Q1 2025 UNAUDITED FINANCIAL AND OPERATIONAL SUMMARY

	Three months ended		Three months ended
	March 31, 2025		March 31, 2024
OPERATING
Average production
Light oil (bbls/d)	1,795		1,525
Condensate (bbls/d)	4,238		4,765
NGLs (bbls/d)	7,626		7,397
Natural gas (Mcf/d)	382,224		370,288
Total (boe/d)	77,363		75,402
Average realized sales prices (CDN$)
Light oil (per bbl)	95.27		95.24
Condensate (per bbl)	97.98		100.26
NGLs (per bbl)	27.95		27.59
Natural gas (per Mcf)	3.64		2.61
Total (per boe)	28.32		23.80
NETBACK AND COST ($/boe)
Petroleum and natural gas revenue	28.32		23.80
Royalty expense	(2.16	)	(2.11	)
Operating expense	(3.04	)⁽¹⁾	(3.85	)
Transportation and other expense⁽²⁾	(5.41	)	(4.99	)
Operating netback⁽²⁾	17.71		12.85
G&A expense, net	(1.42	)	(1.28	)
Interest expense	(1.27	)	(1.13	)
Lease interest expense	(0.33	)⁽¹⁾	–
Realized gain (loss) on financial instruments	3.18		(0.82	)
Other cash income	–		0.01
Adjusted funds flow⁽²⁾	17.87		9.63
Depletion and depreciation expense	(8.99	)	(8.56	)
Unrealized gain (loss) on financial instruments	3.53		(3.28	)
Other expenses⁽³⁾	(0.48	)	(0.52	)
Deferred income tax (expense) recovery	(2.49	)	0.54
Net income (loss) to common shareholders	9.44		(2.19	)
FINANCIAL
Petroleum and natural gas revenue ($000s)	197,188		163,304
Cash flow from operating activities ($000s)	126,097		65,255
Adjusted funds flow ($000s)⁽⁴⁾	124,413		66,081
Per basic common share ($)⁽²⁾	0.46		0.25
Free funds flow ($000s)⁽⁴⁾	12,594		(36,692	)
Per basic common share ($)⁽²⁾	0.05		(0.14	)
Net income (loss) to common shareholders ($000s)	65,727		(15,035	)
Per basic common share ($)	0.24		(0.06	)
End of period basic common shares (000s)	272,071		268,578
Weighted average basic common shares (000s)	271,614		267,905
Dividends on common shares ($000s)	8,151		26,857
F&D capital expenditures ($000s)⁽⁵⁾	111,819		102,773
Total capital expenditures ($000s)⁽⁴⁾	112,473		103,484
Revolving term credit facilities ($000s)	518,581		428,566
Total debt ($000s)⁽⁶⁾	534,710		443,380

^{(1) Effective July 1, 2024, Birchcliff assumed operatorship of a third-party natural gas processing facility that resulted in the take-or-pay commitment associated with the underlying processing arrangement (the “Gas Processing Lease”) being classified as a lease under IFRS Accounting Standards. Birchcliff’s operating expense and lease interest expense for the three months ended March 31, 2025 include the financial effects of the Gas Processing Lease.}

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

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

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

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

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

2025 GUIDANCE

Birchcliff is reaffirming its 2025 annual average production guidance of 76,000 to 79,000 boe/d and F&D capital expenditures guidance of $260 million to $300 million.
As a result of the continued volatility in commodity prices driven by the uncertainties surrounding tariffs, global trade tensions and OPEC+ production increases, Birchcliff has lowered its commodity price assumptions for the remainder of 2025 and revised its guidance for adjusted funds flow, free funds flow and total debt accordingly. In addition, the Corporation has lowered its royalty expense guidance for 2025, primarily due to lower oil prices forecasted for the remainder of the year.
Birchcliff expects to significantly strengthen its balance sheet in 2025, with free funds flow (after the payment of dividends) anticipated to be allocated primarily towards debt reduction. Based on its current commodity price assumptions, Birchcliff expects to exit 2025 with total debt of $365 million to $405 million, which represents a 28% reduction from its total debt at year end 2024 of $535.6 million.
The following tables set forth Birchcliff’s updated and previous guidance and commodity price assumptions for 2025, as well as its free funds flow sensitivity:

	Updated 2025 guidance and assumptions – May 14, 2025⁽¹⁾	Previous 2025 guidance and assumptions – March 12, 2025
Production
Annual average production (boe/d)	76,000 – 79,000	76,000 – 79,000
% Light oil	3%	3%
% Condensate	6%	6%
% NGLs	9%	9%
% Natural gas	82%	82%

Average Expenses ($/boe)
Royalty	$1.90 – $2.10	$2.10 – $2.30
Operating	$2.90 – $3.10	$2.90 – $3.10
Transportation and other⁽²⁾	$5.55 – $5.75	$5.55 – $5.75

Adjusted Funds Flow (millions)⁽³⁾	$480	$580

F&D Capital Expenditures (millions)	$260 – $300	$260 – $300

Free Funds Flow (millions)⁽³⁾	$180 – $220	$280 – $320

Total Debt at Year End (millions)⁽⁴⁾	$365 – $405	$265 – $305

Natural Gas Market Exposure
AECO exposure as a % of total natural gas production	23%	23%
Dawn exposure as a % of total natural gas production	41%	41%
NYMEX HH exposure as a % of total natural gas production	35%	35%
Alliance exposure as a % of total natural gas production	1%	1%

Commodity Prices
Average WTI price (US$/bbl)	$61.75⁽⁵⁾	$67.00
Average WTI-MSW differential (CDN$/bbl)	$5.60⁽⁵⁾	$8.80
Average AECO price (CDN$/GJ)	$2.30⁽⁵⁾	$2.20
Average Dawn price (US$/MMBtu)	$3.65⁽⁵⁾	$4.20
Average NYMEX HH price (US$/MMBtu)	$3.95⁽⁵⁾	$4.50
Exchange rate (CDN$ to US$1)	1.41⁽⁵⁾	1.44

Forward eight months’ free funds flow sensitivity⁽⁵⁾⁽⁶⁾	Estimated change to 2025 free funds flow (millions)
Change in WTI US$1.00/bbl	$2.6
Change in NYMEX HH US$0.10/MMBtu	$4.5
Change in Dawn US$0.10/MMBtu	$5.5
Change in AECO CDN$0.10/GJ	$2.4
Change in CDN/US exchange rate CDN$0.01	$3.5

^{(1) Birchcliff’s guidance for its production commodity mix, adjusted funds flow, free funds flow, total debt and natural gas market exposure in 2025 is based on an annual average production rate of 77,500 boe/d in 2025, which is the mid-point of Birchcliff’s annual average production guidance range for 2025. Changes in assumed commodity prices and variances in production forecasts can have an impact on the Corporation’s forecasts of adjusted funds flow and free funds flow and the Corporation’s other guidance, which impact could be material. In addition, any acquisitions or dispositions completed over the course of 2025 could have an impact on Birchcliff’s 2025 guidance and assumptions set forth herein, which impact could be material. For further information regarding the risks and assumptions relating to the Corporation’s guidance, see “Advisories – Forward-Looking Statements”.}

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

^{(3) Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.}

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

^{(5) Birchcliff’s updated commodity price and exchange rate assumptions and free funds flow sensitivity for 2025 are based on anticipated full-year averages using the Corporation’s anticipated forward benchmark commodity prices and the CDN/US exchange rate as of May 5, 2025, which include settled benchmark commodity prices and the CDN/US exchange rate for the period from January 1, 2025 to April 30, 2025.}

^{(6) Illustrates the expected impact of changes in commodity prices and the CDN/US exchange rate on the Corporation’s updated forecast of free funds flow for 2025, holding all other variables constant. The sensitivity is based on the updated commodity price and exchange rate assumptions set forth in the table above. The calculated impact on free funds flow is only applicable within the limited range of change indicated. Calculations are performed independently and may not be indicative of actual results. Actual results may vary materially when multiple variables change at the same time and/or when the magnitude of the change increases.}

The oil and natural gas industry in Canada, along with other industries, has faced considerable uncertainty in respect of the United States’ evolving trade policy. Although Birchcliff currently anticipates that U.S. tariffs will not have a material impact on its business, this considerable uncertainty makes it impossible to predict what, if any, impacts there might be on the Corporation’s business. Birchcliff will continue to monitor developments in U.S. trade policy, assess any potential impacts on the Corporation’s business and will update its guidance if, as and when appropriate.

Q1 2025 FINANCIAL AND OPERATIONAL RESULTS

Production

Birchcliff’s production averaged 77,363 boe/d in Q1 2025, a 3% increase from Q1 2024. The increase was primarily due to the strong performance of the Corporation’s capital program and the successful drilling of new Montney/Doig wells brought on production since Q1 2024, specifically high-rate natural gas wells in liquids-rich zones in Pouce Coupe and light oil and liquids-rich natural gas wells in Gordondale, partially offset by natural production declines.
Liquids accounted for 18% of Birchcliff’s total production in both Q1 2025 and Q1 2024.

Adjusted Funds Flow and Cash Flow From Operating Activities

Birchcliff’s adjusted funds flow was $124.4 million in Q1 2025, or $0.46 per basic common share, an 88% and 84% increase, respectively, from Q1 2024.
Birchcliff’s cash flow from operating activities was $126.1 million in Q1 2025, a 93% increase from Q1 2024.
The increases were primarily due to higher natural gas revenue, which largely resulted from higher natural gas production in Q1 2025 and a 39% increase in the average realized natural gas sales price Birchcliff received for such production as compared to Q1 2024. Adjusted funds flow and cash flow from operating activities were also positively impacted by a realized gain on financial instruments of $22.2 million in Q1 2025 as compared to a realized loss on financial instruments of $5.6 million in Q1 2024.

Net Income (Loss) to Common Shareholders

Birchcliff reported net income to common shareholders of $65.7 million in Q1 2025, or $0.24 per basic common share, as compared to a net loss to common shareholders of $15.0 million and $0.06 per basic common share in Q1 2024.
The change to a net income position was primarily due to higher adjusted funds flow and an unrealized gain on financial instruments of $24.6 million in Q1 2025 as compared to an unrealized loss on financial instruments of $22.5 million in Q1 2024, partially offset by a deferred income tax expense of $17.3 million in Q1 2025 as compared to a deferred income tax recovery of $3.7 million in Q1 2024.

Capital Activities and Investment

Birchcliff had a very active first quarter capital program, drilling 14 (14.0 net) wells and bringing 8 (8.0 net) wells on production, with F&D capital expenditures totalling $111.8 million in Q1 2025.

Debt and Credit Facilities

Total debt at March 31, 2025 was $534.7 million, a 21% increase from March 31, 2024.
At March 31, 2025, Birchcliff had a balance outstanding under its Credit Facilities of $522.3 million (March 31, 2024: $430.2 million) from available Credit Facilities of $850.0 million (March 31, 2024: $850.0 million), leaving the Corporation with $327.7 million (39%) of unutilized credit capacity after adjusting for outstanding letters of credit and unamortized deferred financing fees.

Natural Gas Market Diversification

Birchcliff’s physical natural gas sales exposure primarily consists of the AECO, Dawn and Alliance markets. In addition, the Corporation has various financial instruments outstanding that provide it with exposure to NYMEX HH pricing.
The following table sets forth Birchcliff’s effective sales, production and average realized sales price for its natural gas and liquids for Q1 2025, after taking into account the Corporation’s financial instruments:

Three months ended March 31, 2025
	Effective sales (CDN$000s)	Percentage of total sales (%)	Effective production (per day)	Percentage of total natural gas production (%)	Percentage of total corporate production (%)	Effective average realized sales price (CDN$)
Market
AECO⁽¹⁾⁽²⁾	16,210	7	82,553 Mcf	22	18	2.18/Mcf
Dawn⁽³⁾	82,094	34	162,982 Mcf	43	35	5.60/Mcf
NYMEX HH⁽¹⁾⁽⁴⁾	69,988	29	136,689 Mcf	35	29	5.69/Mcf
Total natural gas⁽¹⁾	168,292	70	382,224 Mcf	100	82	4.89/Mcf
Light oil	15,391	6	1,795 bbls		2	95.27/bbl
Condensate	37,371	16	4,238 bbls		6	97.98/bbl
NGLs	19,183	8	7,626 bbls		10	27.95/bbl
Total liquids	17,945	30	13,659 bbls		18	58.52/bbl
Total corporate⁽¹⁾	240,237	100	77,363 boe		100	34.50/boe

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

^{(2) Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. All of Birchcliff’s short-term physical Alliance sales and production during Q1 2025 received AECO premium pricing and have therefore been included as effective sales and production in the AECO market.}

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

^{(4) NYMEX HH effective sales and production include financial NYMEX HH/AECO 7A basis swap contracts for an aggregate of 147,500 MMBtu/d at an average contract price of NYMEX HH less US$1.088/MMBtu during Q1 2025.}

^{Birchcliff’s effective average realized sales price for NYMEX HH of CDN$5.69/Mcf (US$3.65/MMBtu) was determined on a gross basis before giving effect to the average NYMEX HH/AECO 7A fixed contract basis differential price of CDN$1.70/Mcf (US$1.088/MMBtu) and includes any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q1 2025.}

^{After giving effect to the NYMEX HH/AECO 7A fixed contract basis differential price and including any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q1 2025, Birchcliff’s effective average realized net sales price for NYMEX HH was CDN$3.99/Mcf (US$2.56/MMBtu) in Q1 2025.}

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

Three months ended March 31, 2025
Natural gas market	Natural gas sales (CDN$000s)	Percentage of natural gas sales (%)	Natural gas production (Mcf/d)	Percentage of natural gas production (%)	Average realized natural gas sales price (CDN$/Mcf)	Natural gas transportation costs⁽¹⁾ (CDN$/Mcf)	Natural gas sales netback⁽²⁾ (CDN$/Mcf)
AECO	42,368	34	215,026	56	2.19	0.46	1.73
Dawn	82,094	65	162,982	43	5.60	1.55	4.05
Alliance⁽³⁾	769	1	4,216	1	2.03	–	2.03
Total	125,231	100	382,224	100	3.64	0.92	2.72
Three months ended March 31, 2024
Natural gas market	Natural gas sales (CDN$000s)	Percentage of natural gas sales (%)	Natural gas production (Mcf/d)	Percentage of natural gas production (%)	Average realized natural gas sales price (CDN$/Mcf)	Natural gas transportation costs⁽¹⁾ (CDN$/Mcf)	Natural gas sales netback⁽²⁾ (CDN$/Mcf)
AECO	38,639	44	195,141	53	2.19	0.40	1.79
Dawn	45,198	51	161,667	44	3.07	1.41	1.66
Alliance⁽³⁾	4,185	5	13,480	3	3.41	–	3.41
Total	88,022	100	370,288	100	2.61	0.83	1.78

^{(1) Reflects costs to transport natural gas from the field receipt point to the delivery sales trading hub.}

^{(2) Natural gas sales netback denotes the average realized natural gas sales price less natural gas transportation costs.}

^{(3) Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. Alliance sales are indexed to the AECO 5A benchmark index price and are recorded net of transportation tolls.}

OPERATIONAL UPDATE

Birchcliff’s 2025 capital budget of $260 million to $300 million includes the drilling of 25 (25.0 net) wells and the bringing on production of 26 (26.0 net) wells in 2025. Year-to-date, the Corporation has drilled 15 (15.0 net) wells and brought 12 (12.0 net) wells on production.
In the first quarter of 2025, Birchcliff delivered strong execution metrics, building on the operational momentum and key learnings from a successful capital program in 2024. Birchcliff’s teams continue to demonstrate a steadfast focus on execution, operational efficiency and disciplined cost management. Birchcliff’s purposeful execution is helping to strengthen its performance and position the business for sustainable growth through the remainder of the year and in the long-term.

Pouce Coupe

Birchcliff completed the drilling of its 5-well 04-05 pad in December 2024 and the wells were turned over to production through Birchcliff’s permanent facilities in early March 2025. This pad targeted high-rate natural gas wells in the Lower Montney. The wells have shown strong production rates exhibiting low declines as highlighted in the table below, which summarizes the aggregate and average production rates for the wells from the pad:

5-Well 04-05 Pad IP Rates

		Wells: IP 30⁽¹⁾	Wells: IP 60⁽¹⁾
Aggregate production rate (boe/d)		6,130	5,578
	Aggregate natural gas production rate (Mcf/d)	34,691	31,864
	Aggregate condensate production rate (bbls/d)	348	267
Average per well production rate (boe/d)		1,226	1,116
	Average per well natural gas production rate (Mcf/d)	6,938	6,373
	Average per well condensate production rate (bbls/d)	70	53
Condensate-to-gas ratio (bbls/MMcf)		10	8

_{(1) Represents the cumulative volumes for each well measured at the wellhead separator for the 30 or 60 days (as applicable) of production immediately after each well was considered stabilized after producing fracture treatment fluid back to surface in an amount such that flow rates of hydrocarbons became reliable. The natural gas volumes represent raw natural gas volumes as opposed to sales gas volumes. See “Advisories – Initial Production Rates”.}

Completions operations on Birchcliff’s 3-well 07-10 pad were finished in March 2025 and the wells were turned over to production through the Corporation’s permanent facilities in April 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.
Completions operations on Birchcliff’s 4-well 05-19 pad were finished in April 2025 and flowback operations were recently completed. The wells are currently scheduled to be turned over to production through the Corporation’s permanent facilities later in May 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.
Completions operations are underway on Birchcliff’s 4-well 03-06 pad and the wells are currently scheduled to be turned over to production through the Corporation’s permanent facilities in June 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.
In the second half of April 2025, Birchcliff successfully completed the first phase of its planned turnaround at its Pouce Coupe gas plant. The second phase of the turnaround is well underway and is expected to be completed shortly.

Gordondale

Completions operations on Birchcliff’s 4-well 02-27 pad were finished in March 2025 and the wells were turned over to production through the Corporation’s permanent facilities in May 2025. This pad targeted condensate-rich natural gas wells in the Lower Montney.

Elmworth

As previously disclosed in its March 12, 2025 press release, Birchcliff completed a horizontal Montney land retention well in February 2025 and performed a 10.5 day flow test on the well.
Birchcliff continues to progress the formal planning for the construction of a proposed 100% owned and operated 80 MMcf/d natural gas processing plant in Elmworth. In the second half of March 2025, Birchcliff held an open house in the area to discuss its proposed plans for the area with community residents.

ABBREVIATIONS

AECO	benchmark price for natural gas determined at the AECO ‘C’ hub in southeast Alberta
bbl	barrel
bbls	barrels
bbls/d	barrels per day
boe	barrel of oil equivalent
boe/d	barrel of oil equivalent per day
condensate	pentanes plus (C5+)
F&D	finding and development
G&A	general and administrative
GAAP	generally accepted accounting principles for Canadian public companies, which are currently IFRS Accounting Standards
GJ	gigajoule
GJ/d	gigajoules per day
HH	Henry Hub
IFRS	International Financial Reporting Standards as issued by the International Accounting Standards Board
IP	initial production
Mcf	thousand cubic feet
Mcf/d	thousand cubic feet per day
MMBtu	million British thermal units
MMBtu/d	million British thermal units per day
MMcf	million cubic feet
MMcf/d	million cubic feet per day
MSW	price for mixed sweet crude oil at Edmonton, Alberta
NGLs	natural gas liquids consisting of ethane (C2), propane (C3) and butane (C4) and specifically excluding condensate
NYMEX	New York Mercantile Exchange
OPEC	Organization of the Petroleum Exporting Countries
OPEC+	OPEC plus certain other oil-producing countries
Q	quarter
WTI	West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma, for crude oil of standard grade
000s	thousands
$000s	thousands of dollars

NON-GAAP AND OTHER FINANCIAL MEASURES

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

Non-GAAP Financial Measures

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

Adjusted Funds Flow and Free Funds Flow

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

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

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

	Three months ended				Twelve months ended
	March 31,				December 31,
($000s)	2025		2024		2024
Cash flow from operating activities	126,097		65,255		203,710
Change in non-cash operating working capital	(2,194	)	(13,163	)	17,269
Decommissioning expenditures	510		138		1,964
Retirement benefit payments	–		13,851		13,851
Adjusted funds flow	124,413		66,081		236,794
F&D capital expenditures	(111,819	)	(102,773	)	(273,084	)
Free funds flow	12,594		(36,692	)	(36,290	)

Birchcliff has disclosed in this press release forecasts of adjusted funds flow and free funds flow for 2025, which are forward-looking non-GAAP financial measures. See “2025 Guidance”. The equivalent historical non-GAAP financial measures are adjusted funds flow and free funds flow for the twelve months ended December 31, 2024. Birchcliff anticipates the forward-looking non-GAAP financial measures for adjusted funds flow and free funds flow disclosed herein will be higher than their respective historical amounts, primarily due to higher anticipated benchmark natural gas prices in 2025 as compared to 2024. The commodity price assumptions on which the Corporation’s guidance is based are set forth under the heading “2025 Guidance”.

Transportation and Other Expense

Birchcliff defines “transportation and other expense” as transportation expense plus marketing purchases less marketing revenue. Birchcliff may enter into certain marketing purchase and sales arrangements with the objective of reducing any unused transportation or fractionation fees associated with its take-or-pay commitments and/or increasing the value of its production through value-added downstream initiatives. Management believes that transportation and other expense assists management and investors in assessing Birchcliff’s total cost structure related to transportation and marketing activities. The most directly comparable GAAP financial measure to transportation and other expense is transportation expense. The following table provides a reconciliation of transportation expense to transportation and other expense for the periods indicated:

	Three months ended				Twelve months ended
	March 31,				December 31,
($000s)	2025		2024		2024
Transportation expense	37,519		36,625		149,534
Marketing purchases	14,910		7,111		51,496
Marketing revenue	(14,748	)	(9,468	)	(54,069	)
Transportation and other expense	37,681		34,268		146,961

Operating Netback

Birchcliff defines “operating netback” as petroleum and natural gas revenue less royalty expense, operating expense and transportation and other expense. Operating netback is a key industry performance indicator and one that provides investors with information that is commonly presented by other oil and natural gas producers. Management believes that operating netback assists management and investors in assessing Birchcliff’s operating profits after deducting the cash costs that are directly associated with the sale of its production, which can then be used to pay other corporate cash costs or satisfy other obligations. The following table provides a breakdown of Birchcliff’s operating netback for the periods indicated:

Three months ended ($000s)	March 31, 2025		March 31, 2024
P&NG revenue	197,188		163,304
Royalty expense	(15,039	)	(14,467	)
Operating expense	(21,133	)	(26,427	)
Transportation and other expense	(37,681	)	(34,268	)
Operating netback	123,335		88,142

Total Capital Expenditures

Birchcliff defines “total capital expenditures” as exploration and development expenditures less dispositions plus acquisitions (if any) and plus administrative assets. Management believes that total capital expenditures assists management and investors in assessing Birchcliff’s overall capital cost structure associated with its petroleum and natural gas activities. The most directly comparable GAAP financial measure to total capital expenditures is exploration and development expenditures. The following table provides a reconciliation of exploration and development expenditures to total capital expenditures for the periods indicated:

Three months ended ($000s)	March 31, 2025	March 31, 2024
Exploration and development expenditures⁽¹⁾	111,819	102,773
Dispositions	–	(109	)
Administrative assets	654	820
Total capital expenditures	112,473	103,484

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

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

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

Three months ended ($000s)	March 31, 2025	March 31, 2024
Natural gas sales	125,231	88,022
Realized gain (loss) on financial instruments	22,167	(5,628	)
Notional fixed basis costs⁽¹⁾	20,894	18,477
Effective total natural gas sales	168,292	100,871
Light oil sales	15,391	13,219
Condensate sales	37,371	43,477
NGLs sales	19,183	18,568
Effective total corporate sales	240,237	176,135

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

Non-GAAP Ratios

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

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

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

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

Free Funds Flow Per Basic Common Share

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

Transportation and Other Expense Per Boe

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

Operating Netback Per Boe

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

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

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

Capital Management Measures

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

Total Debt

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

As at ($000s)	March 31, 2025		December 31, 2024		March 31, 2024
Revolving term credit facilities	518,581		566,857		428,566
Working capital (surplus) deficit⁽¹⁾	(67,109	)	(88,953	)	34,261
Fair value of financial instruments – asset⁽²⁾	96,623		71,038		240
Fair value of financial instruments – liability⁽²⁾	–		–		(14,550	)
Other liabilities⁽²⁾	(13,385	)	(13,385	)	(5,137	)
Total debt	534,710		535,557		443,380

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

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

ADVISORIES

Unaudited Information

All financial and operational information contained in this press release for the three months ended March 31, 2025 and 2024 is unaudited.

Currency

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

Boe Conversions

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

MMBtu Pricing Conversions

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

Oil and Gas Metrics

This press release contains metrics commonly used in the oil and natural gas industry, including operating netback. These oil and gas metrics do not have any standardized meanings or standard methods of calculation and therefore may not be comparable to similar measures presented by other companies. As such, they should not be used to make comparisons. Management uses these oil and gas metrics for its own performance measurements and to provide investors with measures to compare Birchcliff’s performance over time; however, such measures are not reliable indicators of Birchcliff’s future performance, which may not compare to Birchcliff’s performance in previous periods, and therefore should not be unduly relied upon. For additional information regarding operating netback and how such metric is calculated, see “Non-GAAP and Other Financial Measures”.

Production

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

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

Initial Production Rates

Any references in this press release to initial production rates or other short-term production rates are useful in confirming the presence of hydrocarbons; however, such rates are not determinative of the rates at which such wells will continue to produce and decline thereafter and are not indicative of the long-term performance or the ultimate recovery of such wells. In addition, such rates may also include recovered “load oil” or “load water” fluids used in well completion stimulation. Readers are cautioned not to place undue reliance on such rates in calculating the aggregate production for Birchcliff. Such rates are based on field estimates and may be based on limited data available at this time.

With respect to the production rates for the Corporation’s 5-well 04-05 pad disclosed herein, such rates represent the cumulative volumes for each well measured at the wellhead separator for the 30 and 60 days (as applicable) of production immediately after each well was considered stabilized after producing fracture treatment fluid back to surface in an amount such that flow rates of hydrocarbons became reliable, divided by 30 or 60 (as applicable), which were then added together to determine the aggregate production rates for the 5-well pad and then divided by 5 to determine the per well average production rates. The production rates excluded the hours and days when the wells did not produce. To-date, no pressure transient or well-test interpretation has been carried out on any of the wells. The natural gas volumes represent raw natural gas volumes as opposed to sales gas volumes.

Finding and Development (F&D) Capital Expenditures

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

Forward-Looking Statements

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

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

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

Birchcliff’s plans and other aspects of its anticipated future financial performance, results, operations, focus, objectives, strategies, opportunities, priorities and goals, including: Birchcliff’s continued focus on operational excellence; that with a substantial portion of its capital program behind it, Birchcliff expects to generate significant free funds flow during the remainder of the year, which will be allocated primarily towards reducing its total debt by approximately 28% from year end 2024, after the payment of its base dividend; that Birchcliff’s 2025 production guidance and capital program are unchanged and it remains focused on capital efficiency improvements, driving down its costs and strengthening its balance sheet; and that Birchcliff looks forward to a promising future, leveraging its strengths to navigate the evolving market, drive profitable growth and deliver long-term shareholder value;
the information set forth under the heading “2025 Guidance” and elsewhere in this press release as it relates to Birchcliff’s guidance for 2025, including: that as a result of the continued volatility in commodity prices driven by the uncertainties surrounding tariffs, global trade tensions and OPEC+ production increases, Birchcliff has lowered its commodity price assumptions for the remainder of 2025; that lower oil prices are forecasted for the remainder of the year; that Birchcliff expects to significantly strengthen its balance sheet in 2025, with free funds flow (after the payment of dividends) anticipated to be allocated primarily towards debt reduction; that based on its current commodity price assumptions, Birchcliff expects to exit 2025 with total debt of $365 million to $405 million, which represents a 28% reduction from its total debt at year end 2024 of $535.6 million; forecasts of annual average production, production commodity mix, average expenses, adjusted funds flow, F&D capital expenditures, free funds flow, total debt at year end, natural gas market exposure and the expected impact of changes in commodity prices and the CDN/US exchange rate on Birchcliff’s forecast of free funds flow; and that Birchcliff currently anticipates that U.S. tariffs will not have a material impact on its business;
the information set forth under the heading “Operational Update” and elsewhere in this press release regarding Birchcliff’s 2025 capital program and its exploration, production and development activities and plans (including its plans for Elmworth) and the timing thereof, including: that Birchcliff’s 2025 capital budget of $260 million to $300 million includes the drilling of 25 (25.0 net) wells and the bringing on production of 26 (26.0 net) wells in 2025; that Birchcliff’s teams continue to demonstrate a steadfast focus on execution, operational efficiency and disciplined cost management; that Birchcliff’s purposeful execution is helping to strengthen its performance and position the business for sustainable growth through the remainder of the year and in the long-term; the expected timing for wells to be brought on production and the completion of the turnaround at Birchcliff’s Pouce Coupe gas plant; targeted product types; and that Birchcliff is progressing the formal planning for the construction of a proposed 100% owned and operated 80 MMcf/d natural gas processing plant in Elmworth; and
that Birchcliff anticipates the forward-looking non-GAAP financial measures for adjusted funds flow and free funds flow disclosed herein will be higher than their respective historical amounts, primarily due to higher anticipated benchmark natural gas prices in 2025 as compared to 2024.

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

With respect to Birchcliff’s 2025 guidance (as updated on May 14, 2025), such guidance is based on the commodity price, exchange rate and other assumptions set forth under the heading “2025 Guidance”. In addition:
- Birchcliff’s production guidance assumes that: the 2025 capital program will be carried out as currently contemplated; no unexpected outages occur in the infrastructure that Birchcliff relies on to produce its wells and that any transportation service curtailments or unplanned outages that occur will be short in duration or otherwise insignificant; the construction of new infrastructure meets timing and operational expectations; existing wells continue to meet production expectations; and future wells scheduled to come on production meet timing, production and capital expenditure expectations.
- Birchcliff’s forecast of F&D capital expenditures assumes that the 2025 capital program will be carried out as currently contemplated and excludes any potential acquisitions, dispositions and the capitalized portion of cash incentive payments that have not been approved by the Board. The amount and allocation of capital expenditures for exploration and development activities by area and the number and types of wells to be drilled and brought on production is dependent upon results achieved and is subject to review and modification by management on an ongoing basis throughout the year. Actual spending may vary due to a variety of factors, including commodity prices, economic conditions, results of operations and costs of labour, services and materials.
- Birchcliff’s forecasts of adjusted funds flow and free funds flow assume that: the 2025 capital program will be carried out as currently contemplated and the level of capital spending for 2025 set forth herein is met; and the forecasts of production, production commodity mix, expenses and natural gas market exposure and the commodity price and exchange rate assumptions set forth herein are met. Birchcliff’s forecast of adjusted funds flow takes into account its financial basis swap contracts outstanding as at May 5, 2025 and excludes cash incentive payments that have not been approved by the Board.
- Birchcliff’s forecast of year end total debt assumes that: (i) the forecasts of adjusted funds flow and free funds flow are achieved, with the level of capital spending for 2025 met and the payment of an annual base dividend of approximately $33 million; (ii) any free funds flow remaining after the payment of dividends, asset retirement obligations and other amounts for administrative assets, financing fees and capital lease obligations is allocated towards debt reduction; and (iii) there are no buybacks of common shares, no equity issuances, no further exercises of stock options and no significant acquisitions or dispositions completed by the Corporation during 2025. The forecast of total debt excludes cash incentive payments that have not been approved by the Board.
- Birchcliff’s forecast of its natural gas market exposure assumes: (i) 175,000 GJ/d being sold on a physical basis at the Dawn price; (ii) 147,500 MMBtu/d being contracted on a financial basis at an average fixed basis differential price between AECO 7A and NYMEX HH of US$1.088/MMBtu; and (iii) 1,200 GJ/d being sold at Alliance on a physical basis at the AECO 5A price plus a premium. Birchcliff’s natural gas market exposure takes into account its financial basis swap contracts outstanding as at May 5, 2025.
With respect to statements regarding future wells to be drilled or brought on production, such statements assume: the continuing validity of the geological and other technical interpretations performed by Birchcliff’s technical staff, which indicate that commercially economic volumes can be recovered from Birchcliff’s lands as a result of drilling future wells; and that commodity prices and general economic conditions will warrant proceeding with the drilling of such wells.

Birchcliff’s actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of both known and unknown risks and uncertainties including, but not limited to: general economic, market and business conditions which will, among other things, impact the demand for and market prices of Birchcliff’s products and Birchcliff’s access to capital; volatility of crude oil and natural gas prices; fluctuations in commodity prices and exchange, interest and inflation rates; risks associated with increasing costs, whether due to high inflation rates, supply chain disruptions or other factors; an inability of Birchcliff to generate sufficient cash flow from operations to meet its current and future obligations; an inability to access sufficient capital from internal and external sources on terms acceptable to the Corporation; risks associated with Birchcliff’s Credit Facilities, including a failure to comply with covenants under the agreement governing the Credit Facilities and the risk that the borrowing base limit may be redetermined; fluctuations in the costs of borrowing; operational risks and liabilities inherent in oil and natural gas operations; the risk that weather events such as wildfires, flooding, droughts or extreme hot or cold temperatures forces the Corporation to shut-in production or otherwise adversely affects the Corporation’s operations; the occurrence of unexpected events such as fires, explosions, blow-outs, equipment failures, transportation incidents and other similar events; an inability to access sufficient water or other fluids needed for operations; the risks associated with supply chain disruptions; uncertainty that development activities in connection with Birchcliff’s assets will be economic; an inability to access or implement some or all of the technology necessary to operate its assets and achieve expected future results; geological, technical, drilling, construction and processing problems; uncertainty of geological and technical data; horizontal drilling and completions techniques and the failure of drilling results to meet expectations for reserves or production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production, revenue, costs and reserves; the accuracy of cost estimates and variances in Birchcliff’s actual costs and economic returns from those anticipated; incorrect assessments of the value of acquisitions and exploration and development programs; the risks posed by pandemics, epidemics, geopolitical events and global conflict and their impacts on supply and demand and commodity prices; actions taken by OPEC and other major oil producers and the impact such actions may have on supply and demand and commodity prices; stock market volatility; loss of market demand; changes to the regulatory framework in the locations where the Corporation operates, including changes to tax laws, Crown royalty rates, environmental and climate change laws (including emissions and “greenwashing”), carbon tax regimes, incentive programs and other regulations that affect the oil and natural gas industry; political uncertainty and uncertainty associated with government policy changes; actions by government authorities; the risk that: (i) the U.S. tariffs that are currently in effect on goods exported from or imported into Canada continue in effect for an extended period of time, the tariffs that have been threatened are implemented, that tariffs that are currently suspended are reactivated, the rate or scope of tariffs are increased or new tariffs are imposed, including on oil and natural gas; (ii) the U.S. and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas; and (iii) the tariffs imposed or threatened to be imposed by the U.S. on other countries and retaliatory tariffs imposed or threatened to be imposed by other countries on the U.S. will trigger a broader global trade war, which could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and the Corporation, including by decreasing the demand for (and the price of) oil and natural gas, disrupting supply chains, increasing costs, causing volatility in global financial markets and limiting access to financing; an inability of the Corporation to comply with existing and future laws and the cost of compliance with such laws; dependence on facilities, gathering lines and pipelines; uncertainties and risks associated with pipeline restrictions and outages to third-party infrastructure that could cause disruptions to production; the lack of available pipeline capacity and an inability to secure adequate and cost-effective processing and transportation for Birchcliff’s products; an inability to satisfy obligations under Birchcliff’s firm marketing and transportation arrangements; shortages in equipment and skilled personnel; the absence or loss of key employees; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, equipment and skilled personnel; management of Birchcliff’s growth; environmental and climate change risks, claims and liabilities; potential litigation; default under or breach of agreements by counterparties and potential enforceability issues in contracts; claims by Indigenous peoples; the reassessment by taxing or regulatory authorities of the Corporation’s prior transactions and filings; unforeseen title defects; third-party claims regarding the Corporation’s right to use technology and equipment; uncertainties associated with the outcome of litigation or other proceedings involving Birchcliff; uncertainties associated with counterparty credit risk; risks associated with Birchcliff’s risk management and market diversification activities; risks associated with the declaration and payment of future dividends, including the discretion of the Board to declare dividends and change the Corporation’s dividend policy and the risk that the amount of dividends may be less than currently forecast; the failure to obtain any required approvals in a timely manner or at all; the failure to complete or realize the anticipated benefits of acquisitions and dispositions and the risk of unforeseen difficulties in integrating acquired assets into Birchcliff’s operations; negative public perception of the oil and natural gas industry; the Corporation’s reliance on hydraulic fracturing; market competition, including from alternative energy sources; changing demand for petroleum products; the availability of insurance and the risk that certain losses may not be insured; breaches or failure of information systems and security (including risks associated with cyber-attacks); risks associated with artificial intelligence; risks associated with the ownership of the Corporation’s securities; the accuracy of the Corporation’s accounting estimates and judgments; and the risk that any of the Corporation’s material assumptions prove to be materially inaccurate (including the Corporation’s commodity price and exchange rate assumptions for 2025).

Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other risk factors that could affect Birchcliff’s results of operations, financial performance or financial results are included in the Corporation’s annual information form and annual management’s discussion and analysis for the financial year ended December 31, 2024 under the heading “Risk Factors” and in other reports filed with Canadian securities regulatory authorities.

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

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

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

ABOUT BIRCHCLIFF:

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

For further information, please contact:

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

Chris Carlsen – President and Chief Executive Officer

Bruno Geremia – Executive Vice President and Chief Financial Officer

The MIL Network –

May 15, 2025

MIL-OSI: Usio Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Record First Quarter Revenues of $22.0 million

Total payment dollars processed through all payment channels up 34% versus the prior year period

SAN ANTONIO, May 14, 2025 (GLOBE NEWSWIRE) — Usio, Inc. (Nasdaq: USIO), a leading FinTech company that operates a full stack of integrated, cloud-based electronic payment and embedded financial solutions, today announced financial results for the first quarter, which ended March 31, 2025.

Louis Hoch, President and Chief Executive Officer of Usio, said, “Results in the first quarter continue to reflect strong fundamental processing growth, disciplined cost control, and strong positive cash flow and a continued commitment to cash management. We reported positive Adjusted EBITDA¹ of $0.7 million and added $0.7 million in cash to our balance sheet illustrating our improved operational performance. More importantly, our growing implementation queue from signed deals and pipeline have never been stronger, and we are beginning to generate activity/volume from some of our largest new opportunities. We believe we are in excellent position to generate value for our shareholders over the long-term and believe we have the financial resources to assure that we are well prepared from the ramp in activity arising from the imminent growth in volume associated with this new business.”

Total payment dollar processing volume growth accelerated to 34% in the first quarter, led by strong growth in our highest margin line of business, ACH, where electronic check dollar volume increased 42%, transactions grew 36% and returned check transactions grew 24%, all compared to the same period in 2024.

Revenues for the quarter were in line with our expectations, and were up from a year ago, primarily due to strong growth in our ACH and complementary services line of business, offsetting the impact in the quarter from the loss of breakage revenues arising from the completion of a large prepaid card programs that were effectively wound down completely by the close of the first quarter of 2024. ACH & complementary services revenue growth was primarily attributable to an increase in ACH volume from net new business and organic growth. The business also benefited from a year over year increase in revenues from ancillary product offerings, such as Remotely Created Checks, or RCC, PINless debit as well as cross-selling to our ACH base. Credit card revenues were up 4%, with PayFac revenues growing a strong 25% and continuing to offset legacy credit card volume attrition and increased competition. With Payfac now over 50% of our total card business, we believe that overall credit card revenue growth will increasingly reflect PayFac’s faster growth. Prepaid card load volume was a strong $98 million; we believe that revenues should start to better reflect our focus on growing programs with recurring revenues in this business line. Revenues for Output Solutions were up 4% in the quarter.

For the quarter ended March 31, 2025, margins were down 1% from the year ago first quarter, mainly from non-operational factors, primarily lower interest revenues. Other selling, general and administrative expenses were essentially flat from the same period last year as part of our commitment to disciplined cost controls. The Company reported a net loss of approximately $0.2 million, or ($0.01) per share, compared to a net loss of $0.3 million, or ($0.01) per share, a year ago due largely to lower expenses related to stock compensation and depreciation. Adjusted EBITDA¹ was $0.7 million, a $0.1 million decrease from the $0.8 million Adjusted EBITDA¹ a year ago.

Mr. Hoch concluded, “The Company is in a strong position, with a growing portfolio of recurring revenues, a best-ever financial position, and signed contracts that we believe will be adding incremental revenue as they come online, although the timing of when these incremental deals will ramp up remains uncertain. So far this year we have achieved our goals to strengthen the organization, strengthen our financial position, and expand our market presence.”

¹Please see reconciliation of GAAP to Non-GAAP Financial Measures below

Quarterly Processing and Transaction Volumes

Total payment transactions processed in the first quarter of 2025 were 13.7 million, an increase of 41% over the same quarter of last year. Total payment dollars processed through all payment channels in the first quarter of 2025 were $2.0 billion, an improvement of 34% over last year’s first quarter $1.5 billion in volume.

We set all-time records in dollars and transactions processed in our credit card segment, where dollars processed were up 17% and transactions processed were up 65% from a year ago. ACH electronic check transaction volume was up 36%, electronic check dollars processed were up 42% and return check transactions processed were up 24%. In our Prepaid business unit, card load volume was down 15%, transactions processed up 5% and purchase volume down 8%.

First Quarter 2025 Revenue Detail

Revenues for the quarter ended March 31, 2025 were $22.0 million, up 5% compared to the prior year quarter, due primarily to strong growth in our ACH and complementary services revenues, overcoming a decrease in Prepaid and interest revenues as our COVID incentive programs were effectively wound down completely by the end of the first quarter in 2024.

	Three Months Ended March 31,
	2025		2024		$ Change			% Change

ACH and complementary services	$	5,044,517	$	3,881,734	$	1,162,783			30	%
Credit card		7,878,694		7,560,734		317,960			4	%
Prepaid card services		2,907,451		3,341,224		(433,773	)		(13	)%
Output Solutions		5,732,867		5,537,923		194,944			4	%
Interest – ACH and complementary services		224,129		211,640		12,489			6	%
Interest – Prepaid card services		182,661		402,741		(220,080	)		(55	)%
Interest – Output Solutions		38,731		34,390		4,341			13	%
Total Revenue	$	22,009,050	$	20,970,386	$	1,038,664			5	%

Gross profit for the first quarter of 2025 was $4.8 million compared to $4.9 million for the first quarter of 2024, while gross margins were 21.9%, declining from 23.1% in the same period a year ago. This was primarily due to lower interest revenues. In addition, ACH and complementary services segment revenue growth was strongest in the slightly less profitable complementary services.

Other selling, general and administrative expenses, “SG&A”, were $4.1 million for the quarter ended March 31, 2025, effectively flat compared to $4.1 million in the prior year period. This was driven by strategic spend management in our lines of business, as we focus on improving growing revenues while maintaining nominal growth in SG&A in order to improve profitability.

For the quarter, we reported an operating loss of $0.2 million compared to a loss of $0.3 million in operating income for the same quarter a year ago due to nominally reduced gross profits, and marginally increased SG&A expenses. Adjusted EBITDA¹ was $0.7 million for the quarter, compared to Adjusted EBITDA¹ of $0.8 million a year ago. Net loss in the quarter ended March 31, 2025 was approximately $0.2 million, or ($0.01) per share, compared to a net loss of $0.3 million, or ($0.01) per share, for the same period in the prior year.

Operating Cash Flows were $1.4 million for the three months ended March 31, 2025, as compared to $0.1 million in the same period a year ago. The difference was driven primarily by a reduction in accounts receivable.

We continue to be in solid financial condition with $8.7 million in cash and cash equivalents as of March 31, 2025, a $0.7 million increase in cash balances over the first three months of the year while $350,000 was utilized to repurchase shares in the period.

¹Please see reconciliation of GAAP to Non-GAAP Financial Measures below

Conference Call and Webcast

Usio, Inc.’s management will host a conference call on Wednesday, May 14, 2025, at 4:30 pm Eastern time to review financial results and provide a business update. To listen to the conference call, interested parties within the U.S. should call +1-844-883-3890. International callers should call + 1-412-317-9246. All callers should ask for the Usio conference call. The conference call will also be available through a live webcast, which can be accessed via the Company’s website at www.usio.com/investors.

A replay of the call will be available approximately one hour after the end of the call through May 28, 2025. The replay can be accessed via the Company’s website or by dialing +1-877-344-7529 (U.S.) or 1-412-317-0088 (international). The replay conference playback code is 3107685.

About Usio, Inc.

Usio, Inc. (Nasdaq: USIO), a leading, cloud-based, integrated FinTech electronic payment solutions provider, offers a wide range of payment solutions to merchants, billers, banks, service bureaus, integrated software vendors and card issuers. The Company operates credit, debit/prepaid, and ACH payment processing platforms to deliver convenient, world-class payment solutions and services to clients through its unique payment facilitation platform as a service. The Company, through its Usio Output Solutions division offers services relating to electronic bill presentment, document composition, document decomposition and printing and mailing services. The strength of the Company lies in its ability to provide tailored solutions for card issuance, payment acceptance, and bill payments as well as its unique technology in the card issuing sector. Usio is headquartered in San Antonio, Texas, and has offices in Austin, Texas. Websites: www.usio.com, www.payfacinabox.com, www.akimbocard.com and www.usiooutput.com. Find us on Facebook® and Twitter.

Comparisons

Unless otherwise indicated, all comparisons and growth rates represent year-over-year comparisons, with the quarterly period of this year compared to the corresponding quarter of the prior year.

About Non-GAAP Financial Measures

This press release includes non-GAAP financial measures, as defined in Regulation G adopted by the Securities and Exchange Commission, of EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins. The Company reports its financial results in compliance with GAAP, but believes that also discussing non-GAAP financial measures provides investors with financial measures it uses in the management of its business.

The Company defines EBITDA as operating income (loss), before interest, taxes, depreciation and amortization of intangibles.
The Company defines Adjusted EBITDA as EBITDA, as defined above, plus non-cash stock option costs and certain non-recurring items, such as costs related to acquisitions.
The Company defines Adjusted EBITDA margins as Adjusted EBITDA, as defined above, divided by total revenues.

In previous periods, the Company reported the non-GAAP financial measure of adjusted operating cash flows, which excluded certain items from operating cash flows to provide a measure of cash generated from its core operations. Beginning with the current reporting period, the Company is no longer presenting adjusted operating cash flows as a non-GAAP financial measure. The decision to discontinue reporting adjusted operating cash flows is due to changes in the presentation of certain assets, specifically the movement of assets held for customers, into the financing activities section of our cash flow statement. As a result of this reclassification, we believe that the need for the adjusted operating cash flows measure is no longer required, as the adjustments previously made to exclude these amounts are not necessary.

Management believes EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins are helpful to investors in evaluating the Company’s operating performance because non-cash costs and other items that management believes are not indicative of its results of operations are excluded.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenue, net income, or cash provided by (used in) operating activities, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins have limitations as analytical tools and you should not consider these non-GAAP financial measures in isolation or as a substitute for analysis of our operating results as reported under GAAP.

¹ Please see reconciliation of GAAP to Non-GAAP Financial Measures Below

FORWARD-LOOKING STATEMENTS DISCLAIMER

Except for the historical information contained herein, the matters discussed in this press release include forward-looking statements which are covered by safe harbors. Those statements include, but may not be limited to, all statements regarding management’s intent, belief and expectations, such as statements concerning our future and our operating and growth strategy and any guidance for future periods. These forward-looking statements are identified by the use of words such as “believe,” “should,” “intend,” “look forward,” “anticipate,” “schedule,” and “expect” among others. Forward-looking statements in this press release are subject to certain risks and uncertainties inherent in the Company’s business that could cause actual results to vary, including such risks related to an economic downturn, the management of the Company’s growth, the loss of key resellers, the relationships with the Automated Clearing House network, bank sponsors, third-party card processing providers and merchants, the security of our software, hardware and information, the volatility of the stock price, the need to obtain additional financing, risks associated with new legislation, and compliance with complex federal, state and local laws and regulations, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission including its annual report on Form 10-K for the fiscal year ended December 31, 2024. One or more of these factors have affected, and in the future could affect, the Company’s businesses and financial results and could cause actual results to differ materially from plans and projections. Although the Company believes that the assumptions underlying the forward-looking statements included in this press release are reasonable, the Company can give no assurance such assumptions will prove to be correct. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the objectives and plans will be achieved. All forward-looking statements made in this press release are based on information presently available to management. The Company assumes no obligation to update any forward-looking statements, except as required by law.

Contact:

Paul Manley
Senior Vice President, Investor Relations
paul.manley@usio.com
612-834-1804

USIO, INC. CONSOLIDATED BALANCE SHEETS

	March 31, 2025			December 31, 2024
	(Unaudited)
ASSETS
Cash and cash equivalents	$	8,718,247		$	8,056,891
Accounts receivable, net		4,569,616			5,053,639
Accounts receivable, tax credit		—			1,494,612
Settlement processing assets		62,151,877			47,104,006
Prepaid card load assets		14,553,939			25,648,688
Customer deposits		1,907,169			1,918,805
Inventory		348,493			403,796
Prepaid expenses and other		729,039			585,500
Current assets before merchant reserves		92,978,380			90,265,937
Merchant reserves		4,925,101			4,890,101
Total current assets		97,903,481			95,156,038

Property and equipment, net		3,230,300			3,194,818

Other assets:
Intangibles, net		663,349			881,346
Deferred tax asset, net		4,580,440			4,580,440
Operating lease right-of-use assets		2,884,691			3,037,928
Other assets		357,877			357,877
Total other assets		8,486,357			8,857,591

Total Assets	$	109,620,138		$	107,208,447

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	715,223		$	1,256,819
Accrued expenses		2,705,122			3,366,925
Operating lease liabilities, current portion		620,915			612,680
Equipment loan, current portion		150,085			147,581
Settlement processing obligations		62,151,877			47,104,006
Prepaid card load obligations		14,553,939			25,648,688
Customer deposits		1,907,169			1,918,805
Current liabilities before merchant reserve obligations		82,804,330			80,055,504
Merchant reserve obligations		4,925,101			4,890,101
Total current liabilities		87,729,431			84,945,605

Non-current liabilities:
Equipment loan, net of current portion		533,248			571,862
Operating lease liabilities, net of current portion		2,365,529			2,534,017
Total liabilities		90,628,208			88,051,484

Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares outstanding at March 31, 2025 (unaudited) and December 31, 2024, respectively		—			—
Common stock, $0.001 par value, 200,000,000 shares authorized; 30,038,355 and 29,902,415 issued, and 26,527,906 and 26,609,651 outstanding at March 31, 2025 (unaudited) and December 31, 2024, respectively		30,038			198,317
Additional paid-in capital		99,992,655			99,676,457
Treasury stock, at cost; 3,510,449 and 3,292,764 shares at March 31, 2025 (unaudited) and December 31, 2024, respectively		(6,122,232	)		(5,770,592	)
Deferred compensation		(6,640,905	)		(6,914,563	)
Accumulated deficit		(68,267,626	)		(68,032,656	)
Total stockholders’ equity		18,991,930			19,156,963

Total Liabilities and Stockholders’ Equity	$	109,620,138		$	107,208,447

USIO, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended March 31,
	2025			2024

Revenues	$	22,009,050		$	20,970,386
Cost of services		17,199,907			16,116,691
Gross profit		4,809,143			4,853,695

Selling, general and administrative expenses:
Stock-based compensation		410,062			499,273
Other SG&A		4,142,895			4,060,225
Depreciation and amortization		495,770			576,154
Total selling, general and administrative		5,048,727			5,135,652

Operating (loss)		(239,584	)		(281,957	)

Other income and (expense):
Interest income		79,011			115,354
Interest expense		(11,843	)		(13,585	)
Other income, net		67,168			101,769

(Loss) before income taxes		(172,416	)		(180,188	)

State income tax expense		62,554			70,000
Income tax expense		62,554			70,000

Net (loss)	$	(234,970	)	$	(250,188	)

(Loss) Per Share
Basic (loss) per common share:	$	(0.01	)	$	(0.01	)
Diluted (loss) per common share:	$	(0.01	)	$	(0.01	)
Weighted average common shares outstanding
Basic		26,615,947			26,375,762
Diluted		26,615,947			26,375,762

USIO, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended March 31,
	2025			2024
Operating Activities
Net (loss)	$	(234,970	)	$	(250,188	)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Depreciation		277,773			358,187
Amortization		217,997			217,967
Employee stock-based compensation		410,062			499,273
Changes in operating assets and liabilities:
Accounts receivable		484,023			701,911
Accounts receivable, tax credit		1,494,612			—
Prepaid expenses and other		(143,539	)		(243,344	)
Operating lease right-of-use assets		153,237			102,394
Other assets		—			20,000
Inventory		55,303			(6,769
Accounts payable and accrued expenses		(1,203,399	)		(1,158,059	)
Operating lease liabilities		(160,253	)		(107,243	)
Merchant reserves		35,000			12,000
Customer deposits		(11,636	)		(57,468	)
Net cash provided by operating activities		1,374,210			88,661

Investing Activities
Purchases of property and equipment		(313,254	)		(176,750	)
Net cash (used in) investing activities		(313,254	)		(176,750	)

Financing Activities
Payments on equipment loan		(36,110	)		(14,431	)
Proceeds from issuance of common stock		11,515			—
Purchases of treasury stock		(351,640	)		(44,823	)
Assets held for customers		3,953,121			(6,748,838	)
Net cash provided by (used in) financing activities		3,576,886			(6,808,092	)

Change in cash, cash equivalents, settlement processing assets, prepaid card loads, customer deposits and merchant reserves		4,637,842			(6,896,181	)
Cash, cash equivalents, settlement processing assets, prepaid card loads, customer deposits and merchant reserves, beginning of year		87,618,491			90,810,089

Cash, Cash Equivalents, Settlement Processing Assets, Prepaid Card Loads, Customer Deposits and Merchant Reserves, End of Period	$	92,256,333		$	83,913,908

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	11,843		$	13,585
Issuance of deferred stock compensation		—			—

USIO, INC. STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

	Common Stock					Additional Paid- In		Treasury			Deferred			Accumulated			Total Stockholders’
	Shares		Amount			Capital		Stock			Compensation			Deficit			Equity

Balance at December 31, 2024		29,902,415	$	198,317		$	99,676,457	$	(5,770,592	)	$	(6,914,563	)	$	(68,032,656	)	$	19,156,963

Adjustment to par value of common stock		—		(168,415	)		168,415		—			—			—			—
Issuance of common stock under equity incentive plan		128,053		128			136,276		—			—			—			136,404
Issuance of common stock under employee stock purchase plan		7,887		8			11,507		—			—			—			11,515
Deferred compensation amortization		—		—			—		—			273,658			—			273,658
Purchase of treasury stock costs		—		—			—		(351,640	)		—			—			(351,640	)
Net (loss) for the period		—		—			—		—			—			(234,970	)		(234,970	)

Balance at March 31, 2025		30,038,355	$	30,038		$	99,992,655	$	(6,122,232	)	$	(6,640,905	)	$	(68,267,626	)	$	18,991,930

Balance at December 31, 2023		28,671,606	$	197,087		$	97,479,830	$	(4,362,150	)	$	(6,907,775	)	$	(71,338,153	)	$	15,068,839

Issuance of common stock under equity incentive plan		107,600		107			153,118		—			—			—			153,225
Deferred compensation amortization		—		—			—		—			346,047			—			346,047
Purchase of treasury stock costs		—		—			—		(44,823	)		—			—			(44,823	)
Net (loss) for the period		—		—			—		—			—			(250,188	)		(250,188	)

Balance at March 31, 2024		28,779,206	$	197,194		$	97,632,948	$	(4,406,973	)	$	(6,561,728	)	$	(71,588,341	)	$	15,273,100

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (UNAUDITED)

	Three Months Ended March 31,
	2025			2024

Reconciliation from Operating (loss) to Adjusted EBITDA:
Operating (loss)	$	(239,584	)	$	(281,957	)
Depreciation and amortization		495,770			576,154
EBITDA		256,186			294,197
Non-cash stock-based compensation expense, net		410,062			499,273
Adjusted EBITDA	$	666,248		$	793,470


Calculation of Adjusted EBITDA margins:
Revenues	$	22,009,050		$	20,970,386
Adjusted EBITDA	$	666,248		$	793,470
Adjusted EBITDA margins		3.0	%		3.8	%

The MIL Network –

May 15, 2025

MIL-OSI: Conifer Holdings Reports 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

TROY, Mich., May 14, 2025 (GLOBE NEWSWIRE) — Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) today announced results for the first quarter ended March 31, 2025.

First Quarter 2025 Financial Highlights

Personal Lines production was up 22% for the period
Net income allocable to common shareholders of $522,000, or $0.04 per share
Book value increased to $2.09 per common share outstanding

Management Comments

Brian Roney, CEO of Conifer, commented, “While we were pleased to see continued growth in our Personal lines production, overall, Conifer had an up and down quarter, netting to a small gain. Of note for the period, book value did increase, but largely due to GAAP treatment of an expected earn-out payment.”

2025 First Quarter Financial Results Overview


	At and for the Three Months Ended March 31,
	2025			2024			% Change
	(dollars in thousands, except share and per share amounts)

Gross written premiums	$	16,173		$	24,313		-33.5	%
Net written premiums		10,840			15,391		-29.6	%
Net earned premiums		10,315			16,887		-38.9	%

Net investment income		1,289			1,546		-16.6	%
Net realized investment gains (losses)		3			–		**
Change in fair value of equity investments		(192	)		43		**

Net income (loss) allocable to common shareholders		522			74		**
Net income (loss) allocable to common shareholders per share, diluted	$	0.04		$	0.01		**

Adjusted operating income (loss)*		(3,684	)		1,314		**
Adjusted operating income (loss) per share, diluted*	$	(0.30	)	$	0.11		**

Book value per common share outstanding	$	2.09		$	0.21

Weighted average shares outstanding, basic and diluted		12,222,881			12,222,881

Underwriting ratios:
Loss ratio (1)		89.7	%		62.0	%
Expense ratio (2)		50.8	%		34.7	%
Combined ratio (3)		140.5	%		96.7	%

* The “Definitions of Non-GAAP Measures” section of this release defines and reconciles data that are not based on generally accepted accounting principles.
** Percentage is not meaningful
(1) The loss ratio is the ratio, expressed as a percentage, of net losses and loss adjustment expenses to net earned premiums and other income from underwriting operations.
(2) The expense ratio is the ratio, expressed as a percentage, of policy acquisition costs and other underwriting expenses to net earned premiums and other income from underwriting operations.
(3) The combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.

2025 First Quarter Gross Written Premium

Gross written premiums decreased 33.5% in the first quarter of 2025 to $16.2 million, compared to
$24.3 million in the prior year period. This decrease reflects the Company’s strategic shift away from Commercial Lines premium following the sale of our agency group in 2024.

Commercial Lines Financial and Operational Review


Commercial Lines Financial Review
	Three Months Ended March 31,
	2025			2024			% Change
	(dollars in thousands)

Gross written premiums	$	2,047		$	12,762		-84.0	%
Net written premiums		(1,604	)		8,287		-119.4	%
Net earned premiums		1,331			8,797		-84.9	%

Underwriting ratios:
Loss ratio		113.1	%		76.5	%
Expense ratio		25.3	%		32.7	%
Combined ratio		138.4	%		109.2	%

Contribution to combined ratio from net (favorable) adverse prior year development		-46.6	%		0.5	%

Accident year combined ratio (1)		185.0	%		108.7	%

(1) The accident year combined ratio is the sum of the loss ratio and the expense ratio, less changes in net ultimate loss estimates from prior accident year loss reserves. The accident year combined ratio provides management with an assessment of the specific policy year’s profitability and assists management in their evaluation of product pricing levels and quality of business written.

The Company’s commercial lines of business represented 12.6% of total gross written premium in the first quarter of 2025. As noted above, premium decreased considerably year over year as Conifer continued to focus its underwriting efforts on Personal Lines business, notably our homeowner’s insurance portfolio in Texas and the Midwest.

Personal Lines Financial and Operational Review


Personal Lines Financial Review
	Three Months Ended March 31,
	2025			2024			% Change
	(dollars in thousands)

Gross written premiums	$	14,126		$	11,551		22.3	%
Net written premiums		12,444			7,104		75.2	%
Net earned premiums		8,984			8,090		11.1	%

Underwriting ratios:
Loss ratio		86.3	%		46.2	%
Expense ratio		54.6	%		36.8	%
Combined ratio		140.9	%		83.0	%

Contribution to combined ratio from net (favorable) adverse prior year development		8.6	%		-6.3	%

Accident year combined ratio		132.3	%		89.3	%

Personal lines, representing 87.4% of total gross written premium for the quarter, consists primarily of low-value dwelling homeowner’s insurance in Texas and the Midwest.

Personal lines gross written premium increased 22.3% from the prior year period to $14.1 million for the first quarter of 2025, led by growth in the Company’s low-value dwelling line of business in Texas.

For the quarter, the loss ratio was impacted by ordinary seasonal storms, largely in Texas. As per the expected norm, we believe that the loss ratio should moderate as the year progresses.

Combined Ratio Analysis


	Three Months Ended March 31,
	2025		2024


Underwriting ratios:
Loss ratio	89.7	%	62.0	%
Expense ratio	50.8	%	34.7	%
Combined ratio	140.5	%	96.7	%

Contribution to combined ratio from net (favorable) adverse prior year development	1.4	%	-2.7	%

Accident year combined ratio	139.1	%	99.4	%

Net Investment Income
Net investment income was $1.3 million for the quarter ended March 31, 2025, compared to $1.5 million in the prior year period.

Change in Fair Value of Equity Securities
During the quarter, the Company reported a loss from the change in fair value of equity investments of $192,000, compared to a $43,000 gain in the prior year period.

Net Income (Loss) allocable to common shareholders
The Company reported net income allocable to common shareholders of $522,000, or $0.04 per share, for the first quarter of 2025.

Adjusted Operating Income (Loss)
There was an adjusted operating loss of $3.7 million, or $0.30 per share, for the first quarter ended March 31, 2025. See Definitions of Non-GAAP Measures.

About Conifer Holdings
Conifer Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, Conifer offers specialty insurance coverage for largely personal lines, marketing through independent agents. The Company trades on the Nasdaq Capital Market under the symbol CNFR. Additional information is available on the Company’s website at www.ir.cnfrh.com.

Definitions of Non-GAAP Measures
Conifer prepares its public financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). Statutory data is prepared in accordance with statutory accounting rules as defined by the National Association of Insurance Commissioners’ (NAIC) Accounting Practices and Procedures Manual, and therefore is not reconciled to GAAP data.

We believe that investors’ understanding of Conifer’s performance is enhanced by our disclosure of adjusted operating income. Our method for calculating this measure may differ from that used by other companies and therefore comparability may be limited. We define adjusted operating income (loss), a non-GAAP measure, as net income (loss) excluding: 1) net realized investment gains and losses, 2) change in fair value of equity securities 3) change in fair value of contingent considerations and 4) net income (loss) from discontinued operations. We use adjusted operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance.

Forward-Looking Statement

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include Conifer’s expectations regarding premiums, earnings, its capital position, expansion, and growth strategies. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. The forward-looking statements are qualified by important factors, risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including those described in our form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 28, 2025 and subsequent reports filed with or furnished to the SEC. Any forward-looking statement made by us in this report speaks only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable laws or regulations.

Reconciliations of adjusted operating income (loss) and adjusted operating income (loss) per share:


	Three Months Ended March 31,
	2025			2024
	(dollar in thousands, except share and per share amounts)

Net income (loss)	$	522		$	231
Less:
Net realized investment gains (losses)		3			–
Change in fair value of equity securities		(192	)		43
Change in fair value of contingent considerations		4,395			–
Net income (loss) from discontinued operations		–			(1,126	)
Impact of income tax expense (benefit) from adjustments *		–			–
Adjusted operating income (loss)	$	(3,684	)	$	1,314

Weighted average common shares, diluted		12,222,881			12,222,881

Diluted income (loss) per common share:
Net income (loss)	$	0.04		$	0.02
Less:
Net realized investment gains (losses)		–			–
Change in fair value of equity securities		(0.02	)		0.01
Change in fair value of contingent considerations		0.36			–
Net income (loss) from discontinued operations		–			(0.10	)
Impact of income tax expense (benefit) from adjustments *		–			–
Adjusted operating income (loss), per share	$	(0.30	)	$	0.11

* The Company has recorded a full valuation allowance against its deferred tax assets as of March 31, 2025 and March 31, 2024, respectively. As a result, there were no taxable impacts to adjusted operating income from the adjustments to net income (loss) in the table above after taking into account the use of NOLs and the change in the valuation allowance.


Conifer Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands)

	March 31,			December 31,
	2025			2024
Assets	(Unaudited)
Investment securities:
Debt securities, at fair value (amortized cost of $106,636 and $117,827, respectively)	$	96,023		$	105,665
Equity securities, at fair value (cost of $1,838 and $1,836, respectively)		1,411			1,603
Short-term investments, at fair value		42,066			21,151
Total investments		139,500			128,419

Cash and cash equivalents		10,281			27,654
Premiums and agents’ balances receivable, net		9,568			9,901
Reinsurance recoverables on unpaid losses		77,872			84,490
Reinsurance recoverables on paid losses		11,666			6,919
Prepaid reinsurance premiums		5,403			6,088
Deferred policy acquisition costs		6,647			6,380
Receivable from contingent considerations		12,465			8,070
Other assets		3,672			3,735
Total assets	$	277,074		$	281,656

Liabilities and Shareholders’ Equity
Liabilities:
Unpaid losses and loss adjustment expenses	$	176,362		$	189,285
Unearned premiums		30,645			30,590
Reinsurance premiums payable		2,488			1
Debt		11,996			11,932
Mandatorily redeemable preferred stock		5,651			–
Funds held under reinsurance agreements		20,964			25,829
Accounts payable and accrued expenses		3,383			2,494
Total liabilities		251,489			260,131

Commitments and contingencies		–			–

Shareholders’ equity:
Common stock, no par value (100,000,000 shares authorized; 12,222,881 issued and outstanding, respectively)		100,117			98,178
Accumulated deficit		(62,631	)		(63,153	)
Accumulated other comprehensive income (loss)		(11,901	)		(13,500	)
Total shareholders’ equity		25,585			21,525
Total liabilities and shareholders’ equity	$	277,074		$	281,656

Conifer Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(dollars in thousands, except share and per share data)

	Three Months Ended
	March 31
	2025			2024

Revenue and Other Income
Premiums
Gross earned premiums	$	16,118		$	34,232
Ceded earned premiums		(5,803	)		(17,345	)
Net earned premiums		10,315			16,887
Net investment income		1,289			1,546
Net realized investment gains (losses)		3			–
Change in fair value of equity securities		(192	)		43
Other income		65			149
Change in fair value of contingent considerations		4,395			–
Total revenue and other income		15,875			18,625

Expenses
Losses and loss adjustment expenses, net		9,274			10,520
Policy acquisition costs		2,677			3,160
Operating expenses		2,861			2,862
Interest expense		541			877
Total expenses		15,353			17,419

Income (loss) from continuing operations before income taxes		522			1,206
Income tax expense (benefit)		–			(151	)

Net income (loss) from continuing operations	$	522		$	1,357
Net income (loss) from discontinued operations		–			(1,126	)
Net income (loss)		522			231
Series A Preferred Stock dividends		–			157
Net income (loss) allocable to common shareholders	$	522		$	74

Earnings (loss) per common share, basic and diluted
Net income (loss) from continuing operations	$	0.04		$	0.11
Net income (loss) from discontinued operations	$	–		$	(0.10	)
Net income (loss) allocable to common shareholders	$	0.04		$	0.01

Weighted average common shares outstanding, basic and diluted		12,222,881			12,222,881

For Further Information:
Jessica Gulis, 248.559.0840
ir@cnfrh.com

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Fourth Quarter Fiscal Year 2025 Financial Highlights

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

Fiscal Year 2025 Financial Highlights

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

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

Fourth Quarter Fiscal Year Investment Activities

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

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

Fourth Fiscal Quarter 2025 Operating Results

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

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

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

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

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

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

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

Fiscal Year 2025 Operating Results

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

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

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

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

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

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

Liquidity and Capital Resources

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

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

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

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

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

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

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

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

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

Share Repurchase Program

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

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

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

The Company’s dividend will be payable as follows:

Regular Dividend

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

Supplemental Dividend

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

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

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

Fourth Quarter 2025 Earnings Results Conference Call and Webcast

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

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

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

About Capital Southwest

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

Forward-Looking Statements

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

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

Investor Relations Contact:

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

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

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

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except shares and per share data)

	March 31,			March 31,
		2025			2024
	(Unaudited)
Assets
Investments at fair value:
Non-control/Non-affiliate investments (Cost: $1,403,623 and $1,276,690, respectively)	$	1,436,316		$	1,286,355
Affiliate investments (Cost: $304,824 and $200,013, respectively)		292,891			190,206
Control investments (Cost: $70,913 and $0, respectively)		56,092			—
Total investments (Cost: $1,779,360 and $1,476,703, respectively)		1,785,299			1,476,561
Cash and cash equivalents		43,221			32,273
Restricted cash		1,650			—
Receivables:
Dividends and interest		30,303			22,928
Escrow		1,926			16
Other		2,018			7,276
Income tax receivable		94			336
Debt issuance costs (net of accumulated amortization of $10,357 and $7,741, respectively)		9,266			10,928
Other assets		9,063			6,440
Total assets	$	1,882,840		$	1,556,758

Liabilities
SBA Debentures (net of $4,082 and $4,305, respectively, of unamortized debt issuance costs)	$	170,918		$	148,695
January 2026 Notes (net of $0 and $612, respectively, of unamortized debt issuance costs)		—			139,388
October 2026 Notes (net of $1,154 and $1,923, respectively, of unamortized debt issuance costs)		148,846			148,077
August 2028 Notes (net of $1,681 and $2,182, respectively, of unamortized debt issuance costs)		70,194			69,693
2029 Convertible Notes (net of $6,893 and $0, respectively, of unamortized debt issuance costs)		223,107			—
Credit Facilities		343,000			265,000
Other liabilities		23,038			17,381
Accrued restoration plan liability		555			570
Income tax payable		2,769			281
Deferred tax liability		16,780			11,997
Total liabilities		999,207			801,082

Commitments and contingencies (Note 12)

Net Assets
Common stock, $0.25 par value: authorized, 75,000,000 shares at March 31, 2025 and March 31, 2024; issued, 52,912,796 shares at March 31, 2025 and 45,050,759 shares at March 31, 2024		13,228			11,263
Additional paid-in capital		959,123			796,945
Total distributable (loss) earnings		(88,718	)		(52,532	)
Total net assets		883,633			755,676
Total liabilities and net assets	$	1,882,840		$	1,556,758
Net asset value per share (52,912,796 shares outstanding at March 31, 2025 and 45,050,759 shares outstanding at March 31, 2024)	$	16.70		$	16.77

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except shares and per share data)

	Years Ended
	March 31,
		2025			2024			2023
	(Unaudited)
Investment income:
Interest income:
Non-control/Non-affiliate investments	$	152,952		$	133,329		$	87,982
Affiliate investments		20,015			17,209			11,658
Control investments		1,226			—			—
Payment-in-kind interest income:
Non-control/Non-affiliate investments		9,819			7,737			2,382
Affiliate investments		2,214			2,471			3,060
Control investments		644			—			—
Dividend income:
Non-control/Non-affiliate investments		4,125			3,533			1,824
Affiliate investments		421			230			141
Control investments		—			7,983			7,337
Fee income:
Non-control/Non-affiliate investments		8,340			4,257			4,057
Affiliate investments		2,179			759			638
Control investments		135			82			100
Other income		2,369			545			121
Total investment income		204,439			178,135			119,300
Operating expenses:
Compensation		11,143			10,631			9,870
Share-based compensation		6,963			4,518			3,705
Interest		54,959			43,088			28,873
Professional fees		4,685			3,705			3,180
General and administrative		6,242			5,244			4,632
Total operating expenses		83,992			67,186			50,260
Income before taxes		120,447			110,949			69,040
Federal income, excise and other taxes		1,424			1,135			630
Deferred taxes		841			(191	)		(301	)
Total income tax provision		2,265			944			329
Net investment income	$	118,182		$	110,005		$	68,711
Realized (loss) gain
Non-control/Non-affiliate investments	$	(46,722	)	$	(18,062	)	$	(5,872	)
Affiliate investments		273			(6,500	)		(11,027	)
Control investments		(260	)		(15,047	)		—
Income tax (provision) benefit		(2,941	)		(286	)		(130	)
Total net realized (loss) gain on investments, net of tax		(49,650	)		(39,895	)		(17,029	)
Net unrealized appreciation (depreciation) on investments
Non-control/Non-affiliate investments		916			1,584			(6,942	)
Affiliate investments		6,354			(6,688	)		6,014
Control investments		(1,188	)		18,727			(11,147	)
Income tax (provision) benefit		(3,659	)		17			(6,514	)
Total net unrealized appreciation (depreciation) on investments, net of tax		2,423			13,640			(18,589	)
Net realized and unrealized (losses) gains on investments		(47,227	)		(26,255	)		(35,618	)
Realized loss on extinguishment of debt		(387	)		(361	)		—
Realized loss on disposal of fixed assets		(20	)		—			—
Net increase in net assets from operations	$	70,548		$	83,389		$	33,093

Pre-tax net investment income per share – basic	$	2.50		$	2.72		$	2.30
Net investment income per share – basic	$	2.46		$	2.70		$	2.29
Net increase in net assets from operations – basic	$	1.47		$	2.05		$	1.10
Net increase in net assets from operations – diluted	$	1.47		$	2.05		$	1.10
Weighted average common shares outstanding – basic		47,448,093			40,727,133			30,015,533
Weighted average common shares outstanding – diluted		51,187,714			40,727,133			30,015,533

The MIL Network –

May 15, 2025

MIL-OSI: Senvest Capital Inc. Reports Results for the First Quarter Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

MONTREAL, May 14, 2025 (GLOBE NEWSWIRE) — Senvest Capital Inc. today reported a net loss attributable to common shareholders of ($332.0) million or ($136.14) per share for the three months ended March 31, 2025. This compares to net income attributable to common shareholders of $52.3 million or $21.17 per share for the same period in 2024

Financial statements are available online at Sedar+ www.sedarplus.ca

	CONSOLIDATED STATEMENTS OF INCOME
	(unaudited)
	(in millions of dollars, except per share amounts)
	For the three months ended
	03/31/2025		03/31/2024

Net income (loss) attributable to common shareholders	($332.0	)	$52.3

Diluted earnings (loss) per share attributable to common shareholders	($136.14	)	$21.17

Contact: George Malikotsis, Vice President Finance
(514) 281-8082
www.senvest.com

The MIL Network –

May 15, 2025

MIL-OSI: Nasdaq Announces 2025 Annual Meeting of Shareholders

Source: GlobeNewswire (MIL-OSI)

NEW YORK, May 14, 2025 (GLOBE NEWSWIRE) — Nasdaq, Inc. (Nasdaq: NDAQ) has scheduled its 2025 Annual Meeting of Shareholders for June 11, 2025, at 8:00 AM ET. The virtual meeting website can be accessed 15 minutes prior to the meeting start by visiting: www.virtualshareholdermeeting.com/NDAQ2025.

Shareholders of record as of April 14, 2025 will be eligible to vote and participate in the Annual Meeting. Nasdaq’s 2025 Proxy Statement and 2024 Annual Report on Form 10-K are available at ir.nasdaq.com or proxyvote.com. The Proxy Statement contains information on voting and virtual attendance procedures.

About Nasdaq:

Nasdaq (Nasdaq: NDAQ) is a leading global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence. To learn more about the company, technology solutions, and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

Media Relations Contacts:

Nick Jannuzzi
+1.973.760.1741
Nicholas.Jannuzzi@Nasdaq.com

Investor Relations Contact:

Ato Garrett
+1.212.401.8737
Ato.Garrett@Nasdaq.com

-NDAQF-

The MIL Network –

May 15, 2025
MIL-OSI: AGM Group Holdings Inc. Announces 50 for 1 Share Consolidation

Source: GlobeNewswire (MIL-OSI)

Beijing, May 14, 2025 (GLOBE NEWSWIRE) — AGM Group Holdings Inc. (“AGM Holdings” or the “Company”) (NASDAQ: AGMH), an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment, today announced that the Company’s board of directors approved on May 9, 2025 that the ordinary shares of the Company be consolidated on a 50 for 1 ratio. The effective date is scheduled to be June 3, 2025, subject to the Company’s satisfaction of Nasdaq Operations notice requirements, with trading of the Company’s Class A ordinary shares to begin on a reverse-split-adjusted basis at the market open on that day. Trading in the Class A ordinary shares will continue on the Nasdaq Capital Market, under the same symbol “AGMH” but under a new CUSIP Number, G0132V121.

The objective of the share consolidation is to enable the Company to regain compliance with the minimum bid price requirement pursuant to Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq.

As a result of the share consolidation, each 50 ordinary shares will automatically combine and convert to one ordinary share without any action on the part of the shareholders. No fractional shares will be issued to any shareholders in connection with the share consolidation, and any fractional shares which would have resulted from the share consolidation will be rounded down to the next whole number and the Company will make a cash payment (without interest) to all the holders of Class A Ordinary Shares and Class B Ordinary Shares equal to such fraction multiplied by the average of the closing sales prices of the ordinary shares on Nasdaq during regular trading hours for the five consecutive trading days immediately preceding the expected first trading day of the share consolidation (with such average closing sales prices being adjusted to give effect to the share consolidation) subject to a de minimums. The share consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s ordinary shares, except for adjustments that may result from the treatment of fractional shares.

At the time the share consolidation is effective, the Company’s maximum number of authorized shares will be reduced from 400,000,000 divided into (i) 200,000,000 Class A Ordinary Shares with a par value of US$0.001 per share; and (ii) 200,000,000 Class B Ordinary Shares with a par value of US$0.001 per share to 8,000,000 divided into (i) 4,000,000 Class A Ordinary Shares with a par value of US$0.05 per share; and (ii) 4,000,000 Class B Ordinary Shares with a par value of US$0.05 per share. The Company’s total issued and outstanding Class A ordinary shares will be changed from 98,713,955 Class A ordinary shares with a par value of US$0.001 each to approximately 1,974,279 Class A ordinary shares with a par value of US$0.05 each. The Company’s total issued and outstanding Class B ordinary shares will be changed from 2,100,000 Class B ordinary shares with a par value of US$0.001 each to approximately 42,000 Class B ordinary shares with a par value of US$0.05 each.

About AGM Group Holdings Inc.

AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment. With a mission to become a key participant and contributor in the global blockchain ecosystem, AGMH focuses on the research and development of blockchain-oriented Application-Specific Integrated Circuit (ASIC) chips, the assembling and sales of high-end crypto miners for Bitcoin and other cryptocurrencies. For more information, please visit www.agmprime.com.

Forward-Looking Statements

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

For more information, please contact:

AGM Group Holdings Inc.
Email: ir@agmprime.com
Website: http://www.agmprime.com

Ascent Investor Relations LLC
Tina Xiao
President
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

The MIL Network –

May 15, 2025

MIL-OSI: dLocal Reports 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

Record highs across key financial and operational metrics.
TPV milestone of US$8 billion, +53% YoY and +5% QoQ. In constant currency, TPV increased +72% YoY.
Revenue and gross profit record highs of US$217 million and US$85 million. Continued geographic diversification.
Adjusted EBITDA of US$58 million, with Adjusted EBITDA/Gross Profit at 68%, demonstrating our ability to scale efficiently.
Strong cash flow, with free cash flow to net income conversion at 85%, reinforcing cash generating financial model.

MONTEVIDEO, Uruguay, May 14, 2025 (GLOBE NEWSWIRE) — DLocal Limited (“dLocal”, “we”, “us”, and “our”) (NASDAQ:DLO), a technology – first payments platform, today announced its financial results for the first quarter ended March 31, 2025.

dLocal’s management team will host a conference call and audio webcast on May 14, 2025 at 5:00 p.m. Eastern Time. Please click here to pre-register for the conference call and obtain your dial in number and passcode.

The live conference call can be accessed via audio webcast at the investor relations section of dLocal’s website, at https://investor.dlocal.com/. An archive of the webcast will be available for a year following the conclusion of the conference call. The investor presentation will also be filed on EDGAR at www.sec.gov.

“The first quarter of 2025 demonstrated strong execution across many of the levers of our strategic plan. Our commercial team effectively leveraged existing merchant relationships and established new partnerships. Financially, we executed our investment plan in a responsible and efficient manner. In addition, our operations and technology teams delivered improved effectiveness to our merchants, and our legal and regulatory teams focused on expanding our license portfolios,” said Pedro Arnt, CEO of dLocal.

First quarter 2025 financial highlights

dLocal reports in US dollars and in accordance with IFRS as issued by the IASB

Total Payment Volume (“TPV”) reached a record US$8.1 billion in the first quarter, up 53% year-over-year compared to US$5.3 billion in the first quarter of 2024 and up 5% compared to US$7.7 billion in the fourth quarter of 2024. In constant currency, TPV growth for the period would have been 72% year-over-year.
Revenues amounted to US$216.8 million, up 18% year-over-year compared to US$184.4 million in the first quarter of 2024 and up 6% compared to US$204.5 million in the fourth quarter of 2024. This quarter-over-quarter increase, above TPV growth, was driven by higher cross-border share in the mix, and partially offset by Mexico, given the commerce seasonality effect in the fourth quarter and partial volume loss with a large merchant. In constant currency, revenue growth for the period would have been 36% year-over-year.
Gross profit was US$84.9 million in the first quarter of 2025, up 35% compared to US$63.0 million in the first quarter of 2024 and up 1% compared to US$83.7 million in the fourth quarter of 2024. The quarter-over-quarter comparison was primarily due to (i) Argentina, with gross profit following revenue trends, in addition to increasing advancement volumes (which have higher take rates) and wider FX spreads in Q1 2025 vs Q4 2024; and (ii) Other LatAm markets, with notable performance in Chile. These positive factors were partially offset by (i) Brazil, due to the migration to the Payment Orchestration model, which brings lower take rates, coupled with one-off incremental processing costs; and (ii) Mexico, as explained above. In addition, despite volume growth across various countries, Other Africa and Asia was adversely affected by increased processing costs in South Africa and Nigeria. In constant currency, gross profit growth for the period would have been 59% year-over-year.
As a result, gross profit margin was 39% in this quarter, compared to 34% in the first quarter of 2024 and 41% in the fourth quarter of 2024.
Gross profit over TPV was at 1.05% decreasing from 1.19% in the first quarter of 2024 and from 1.09% compared to the fourth quarter of 2024.
Operating profit was US$45.8 million, up 70% compared to US$26.9 million in the first quarter of 2024 and up 8% compared to US$42.3 million in the fourth quarter of 2024. Operating expenses grew by 8% year-over-year, explained by the increase in headcount, as we continue to invest in our capabilities. On the sequential comparison, operating expenses decreased by 6% quarter-over-quarter, primarily attributed to a reduction in G&A and Technology & Development expenses, driven by the decrease in third-party services, travel expenses and timing of implementation of new initiatives. This decrease was partially offset by the growth in headcount and increase in Sales & Marketing expenses, driven by key commercial events.
As a result, Adjusted EBITDA was US$57.9 million, up 57% compared to US$36.8 million in the first quarter of 2024 and up 2% compared to US$56.9 million in the fourth quarter of 2024.
Adjusted EBITDA margin was 27%, compared to the 20% recorded in the first quarter of 2024 and 28% in the fourth quarter of 2024. Adjusted EBITDA over gross profit of 68% increased compared to 58% in the first quarter of 2024 and slightly increased compared to 68% in the fourth quarter of 2024, marking the fourth consecutive quarter of improvement.
Net financial result was US$7.0 million gain, compared to a net finance gain of US$0.2 million in the first quarter of 2024 and a net finance loss of US$1.1 million in the fourth quarter of 2024, as explained in the Net Income section.
Our effective income tax rate decreased to 10% from 27% last quarter (or 16% when excluding the tax settlement, as mentioned in the fourth quarter earnings release), as result of higher cross-border share of pre-tax income and a lower pre-tax income in Brazil given the higher costs, as explained previously.
Net income for the first quarter of 2025 was US$46.7 million, or US$0.15 per diluted share, up 163% compared to a profit of US$17.7 million, or US$0.06 per diluted share, for the first quarter of 2024 and up 57% compared to a profit of US$29.7 million, or US$0.10 per diluted share for the fourth quarter of 2024. During the current period, net income was mostly affected by the positive non-cash mark to market effect related to our Argentine bond investments and lower finance costs.
Free cash flow for the first quarter of 2025 amounted to US$39.7 million, up 200% year-over-year compared to US$13.2 million in the first quarter of 2024 and up 22% compared to US$32.5 million in the fourth quarter of 2024. The variation quarter-over-quarter is primarily explained by improved operational results, partially offset by normal variability in corporate working capital and higher income tax paid and capex.
As of March 31, 2025, dLocal had US$511.5 million in cash and cash equivalents, which includes US$355.9 million of Corporate cash and cash equivalents. The Corporate cash and cash equivalents increased by US$58.0 million from US$298.0 million as of March 31, 2024, despite the US$100 million in shares repurchased throughout 2024. When compared to the US$317.8 million Corporate cash and cash equivalents position as of December 31, 2024, it increased by US$38.1 million quarter-over-quarter.

The following table summarizes our key performance metrics:

	Three months ended March 31
	2025	2024	% change
Key Performance metrics	(In millions of US$ except for %)
TPV	8,107	5,310	53%
Revenue	216.8	184.4	18%
Gross Profit	84.9	63.0	35%
Gross Profit margin	39%	34%	5p.p
Adjusted EBITDA	57.9	36.8	57%
Adjusted EBITDA margin	27%	20%	7p.p
Adjusted EBITDA/Gross Profit	68%	58%	10p.p
Profit	46.7	17.7	163%
Profit margin	22%	10%	12p.p

Special note regarding Adjusted EBITDA and Adjusted EBITDA Margin

dLocal has only one operating segment. dLocal measures its operating segment’s performance by Revenues, Adjusted EBITDA and Adjusted EBITDA Margin, and uses these metrics to make decisions about allocating resources. Adjusted EBITDA as used by dLocal is defined as the profit from operations before financing and taxation for the year or period, as applicable, before depreciation of property, plant and equipment, amortization of right-of-use assets and intangible assets, and further excluding the finance income and costs, impairment gains/(losses) on financial assets, transaction costs, share-based payment non-cash charges,other operating gain/loss,other non-recurring costs, and inflation adjustment. dLocal defines Adjusted EBITDA Margin as the Adjusted EBITDA divided by consolidated revenues. dLocal defines Adjusted EBITDA to Gross Profit Ratio as Adjusted EBITDA divided by Gross Profit. Although Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio may be commonly viewed as non-IFRS measures in other contexts, pursuant to IFRS 8, (“Operating Segments”), Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio are treated by dLocal as IFRS measures based on the manner in which dLocal utilizes these measures. Nevertheless, dLocal’s Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio metrics should not be viewed in isolation or as a substitute for net income for the periods presented under IFRS. dLocal also believes that its Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA to Gross Profit Ratio metrics are useful metrics used by analysts and investors, although these measures are not explicitly defined under IFRS. Additionally, the way dLocal calculates operating segment’s performance measures may be different from the calculations used by other entities, including competitors, and therefore, dLocal’s performance measures may not be comparable to those of other entities. Finally, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

The table below presents a reconciliation of dLocal’s Adjusted EBITDA to net income:

$ in thousands	Three months ended March 31
	2025	2024
Profit for the period	46,667	17,718
Income tax expense	5,262	7,114
Depreciation and amortization	5,062	3,762
Finance income and costs, net	(6,969)	(299)
Share-based payment non-cash charges	6,020	4,461
Other operating loss¹	422	1,819
Impairment loss / (gain) on financial assets	386	(177)
Inflation adjustment	885	2,368
Other non-recurring costs²	123	–
Adjusted EBITDA	57,858	36,766

Note: ¹ The company wrote-off certain amounts related to merchants/processors off-boarded by dLocal. ² Other non-recurring costs consist of costs not directly associated with the Company’s core business activities, including costs associated with addressing the allegations made by a short-seller report and certain class action and other legal and regulatory expenses (which include fees from counsel, global expert services and a forensic accounting advisory firm) in 2025.

dLocal Limited Certain financial information Consolidated Condensed Interim Statements of Comprehensive Income for the three-month period ended March 31, 2025 and 2024 (All amounts in thousands of U.S. Dollars except share data or as otherwise indicated)

	Three months ended March 31
	2025	2024
Continuing operations
Revenues	216,759	184,430
Cost of services	(131,880)	(121,459)
Gross profit	84,879	62,971

Technology and development expenses	(6,767)	(5,465)
Sales and marketing expenses	(7,135)	(4,631)
General and administrative expenses	(24,324)	(24,332)
Impairment (loss)/gain on financial assets	(386)	177
Other operating (loss)/gain	(422)	(1,819)
Operating profit	45,845	26,901
Finance income	12,228	18,257
Finance costs	(5,259)	(17,958)
Inflation adjustment	(885)	(2,368)
Other results	6,084	(2,069)
Profit before income tax	51,929	24,832
Income tax expense	(5,262)	(7,114)
Profit for the period	46,667	17,718

Profit attributable to:
Owners of the Group	46,630	17,708
Non-controlling interest	37	10
Profit for the period	46,667	17,718

Earnings per share (in USD)
Basic Earnings per share	0.16	0.06
Diluted Earnings per share	0.15	0.06

Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange difference on translation on foreign operations	3,526	(669)
Other comprehensive income for the period, net of tax	3,526	(669)
Total comprehensive income for the period, net of tax	50,193	17,049

Total comprehensive income for the period
Owners of the Group	50,174	17,036
Non-controlling interest	19	13
Total comprehensive income for the period	50,193	17,049

dLocal Limited Certain financial information Consolidated Condensed Interim Statements of Financial Position as of March 31, 2025 and December 31, 2024 (All amounts in thousands of U.S. dollars)

	March 31, 2025	December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	511,506	425,172
Financial assets at fair value through profit or loss	125,487	129,319
Trade and other receivables	477,349	496,713
Derivative financial instruments	463	2,874
Other assets	28,001	18,805
Total Current Assets	1,142,806	1,072,883

Non-Current Assets
Trade and other receivables	15,518	18,044
Deferred tax assets	5,468	5,367
Property, plant and equipment	4,007	3,377
Right-of-use assets	3,852	3,645
Intangible assets	65,301	63,318
Other assets	4,695	4,695
Total Non-Current Assets	98,841	98,446
TOTAL ASSETS	1,241,647	1,171,329

LIABILITIES
Current Liabilities
Trade and other payables	614,133	597,787
Lease liabilities	1,107	1,137
Tax liabilities	20,631	21,515
Derivative financial instruments	1,098	6,227
Financial liabilities	54,248	50,455
Provisions	543	500
Total Current Liabilities	691,760	677,621

Non-Current Liabilities
Deferred tax liabilities	1,862	1,858
Lease liabilities	2,825	2,863
Total Non-Current Liabilities	4,687	4,721
TOTAL LIABILITIES	696,447	682,342

EQUITY
Share Capital	570	570
Share Premium	187,671	186,769
Treasury Shares	(200,980)	(200,980)
Capital Reserve	38,556	33,438
Other Reserves	(17,390)	(20,934)
Retained earnings	536,654	490,024
Total Equity Attributable to owners of the Group	545,081	488,887
Non-controlling interest	119	100
TOTAL EQUITY	545,200	488,987
TOTAL EQUITY AND LIABILITIES	1,241,647	1,171,329

dLocal Limited Certain interim financial information Consolidated Statements of Cash flows for the three-month period ended March 31, 2025 and 2024 (All amounts in thousands of U.S. dollars)

	Three months ended March 31
	2025	2024
Cash flows from operating activities
Profit before income tax	51,929	24,832
Adjustments:
Interest Income from financial instruments	(5,106)	(7,442)
Interest charges for lease liabilities	41	43
Other interests charges	883	127
Finance expense related to derivative financial instruments	414	9,878
Net exchange differences	4,142	7,637
Fair value loss/(gain) on financial assets at FVPL	(7,343)	(10,815)
Amortization of Intangible assets	4,584	3,424
Depreciation and disposals of PP&E and right-of-use	703	400
Share-based payment expense, net of forfeitures	6,020	4,461
Other operating gain	422	1,819
Net Impairment loss/(gain) on financial assets	386	(177)
Inflation adjustment and other financial results	6,083	(5,892)
	63,158	28,295
Changes in working capital
Increase in Trade and other receivables	21,082	(32,836)
Decrease / (Increase) in Other assets	1,025	3,219
Increase / (Decrease) in Trade and Other payables	16,346	45,964
Increase / (Decrease) in Tax Liabilities	965	(1,120)
Increase / (Decrease) in Provisions	43	4
Cash (used) / generated from operating activities	102,619	43,526
Income tax paid	(7,208)	(3,558)
Net cash (used) / generated from operating activities	95,411	39,968

Cash flows from investing activities
Acquisitions of Property, plant and equipment	(945)	(786)
Additions of Intangible assets	(6,567)	(5,022)
Acquisition of financial assets at FVPL	(41,374)	–
Collections of financial assets at FVPL	47,416	(243)
Interest collected from financial instruments	5,106	7,442
Payments for investments in other assets at FVPL	(10,000)	–
Net cash (used in) / generated investing activities	(6,364)	1,391

Cash flows from financing activities
Interest payments on lease liability	(41)	(43)
Principal payments on lease liability	(663)	(95)
Finance expense paid related to derivative financial instruments	(3,132)	(10,151)
Net proceeds from financial liabilities	5,790	–
Interest payments on financial liabilities	(2,166)	–
Other finance expense paid	(714)	(127)
Net cash used in by financing activities	(926)	(10,416)
Net increase in cash flow	88,121	30,943

Cash and cash equivalents at the beginning of the period	425,172	536,160
Net (decrease)/increase in cash flow	88,121	30,943
Effects of exchange rate changes on inflation and cash and cash equivalents	(1,787)	5,254
Cash and cash equivalents at the end of the period	511,506	572,357

About dLocal
dLocal powers local payments in emerging markets, connecting global enterprise merchants with billions of emerging market consumers in more than 40 countries across Africa, Asia, and Latin America. Through the “One dLocal” platform (one direct API, one platform, and one contract), global companies can accept payments, send pay-outs and settle funds globally without the need to manage separate pay-in and pay-out processors, set up numerous local entities, and integrate multiple acquirers and payment methods in each market.

Forward-looking statements
This press release contains certain forward-looking statements. These forward-looking statements convey dLocal’s current expectations or forecasts of future events, including guidance in respect of total payment volume, revenue, gross profit and Adjusted EBITDA. Forward-looking statements regarding dLocal and amounts stated as guidance are based on current management expectations and involve known and unknown risks, uncertainties and other factors that may cause dLocal’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and “Cautionary Statement Regarding Forward-Looking Statements” sections of dLocal’s filings with the U.S. Securities and Exchange Commission. Unless required by law, dLocal undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof. In addition, dLocal is unable to present a quantitative reconciliation of forward-looking guidance for Adjusted EBITDA, because dLocal cannot reliably predict certain of their necessary components, such as impairment gains/(losses) on financial assets, transaction costs, and inflation adjustment.

Investor Relations Contact:
investor@dlocal.com

Media Contact:
media@dlocal.com

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

First Quarter 2025 and Recent Operational Highlights

ARK Franchise Updates:

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

Game Portfolio Updates:

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

Business Updates:

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

Management Commentary

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

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

First Quarter 2025 Financial Highlights

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

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

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

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

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

Use of Non-GAAP Financial Measures

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

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

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

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

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

Webcast Details

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

Forward-Looking Statements

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

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

About Snail, Inc.

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

Investor Contact:

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

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

ASSETS

Current Assets:
Cash and cash equivalents	$	9,359,116		$	7,303,944
Accounts receivable, net of allowances for credit losses of $523,500 as of March 31, 2025 and December 31, 2024		9,118,269			9,814,822
Accounts receivable – related party		1,332,867			2,336,274
Loan and interest receivable – related party		106,252			105,759
Prepaid expenses – related party		2,536,748			2,521,291
Prepaid expenses and other current assets		1,468,062			1,846,024
Prepaid taxes		7,174,973			7,318,424
Total current assets		31,096,287			31,246,538

Restricted cash and cash equivalents		935,000			935,000
Accounts receivable – related party, net of current portion		592			1,500,592
Prepaid expenses – related party, net of current portion		9,907,669			9,378,594
Property and equipment, net		4,310,448			4,378,352
Intangible assets, net		2,159,141			973,914
Deferred income taxes		12,852,299			10,817,112
Other noncurrent assets		2,282,709			1,683,932
Operating lease right-of-use assets, net		953,082			1,279,330
Total assets	$	64,497,227		$	62,193,364

LIABILITIES, NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	4,241,403		$	4,656,367
Accounts payable – related party		15,716,600			15,383,171
Accrued expenses and other liabilities		2,886,414			4,499,280
Interest payable – related parties		527,770			527,770
Revolving loan		3,000,000			3,000,000
Convertible notes at fair value		2,854,518			–
Current portion of long-term promissory note		2,701,003			2,722,548
Current portion of deferred revenue		3,864,474			3,947,559
Current portion of operating lease liabilities		1,042,688			1,444,385
Total current liabilities		36,834,870			36,181,080

Accrued expenses		265,251			265,251
Deferred revenue, net of current portion		23,740,999			21,519,888
Operating lease liabilities, net of current portion		52,921			57,983
Total liabilities		60,894,041			58,024,202

Commitments and contingencies

Stockholders’ Equity:
Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 9,815,355 shares issued and 8,465,080 shares outstanding as of March 31, 2025, and 9,626,070 shares issued and 8,275,795 shares outstanding as of December 31, 2024		981			962
Class B common stock, $0.0001 par value, 100,000,000 shares authorized; 28,748,580 shares issued and outstanding as of March 31, 2025 and December 31, 2024		2,875			2,875
Additional paid-in capital		27,063,795			25,738,082
Accumulated other comprehensive loss		(224,202	)		(279,457	)
Accumulated deficit		(14,063,392	)		(12,117,385	)
Treasury stock at cost (1,350,275 shares as of March 31, 2025 and December 31, 2024)		(3,671,806	)		(3,671,806	)
Total Snail, Inc. equity		9,108,251			9,673,271
Noncontrolling interests		(5,505,065	)		(5,504,109	)
Total stockholders’ equity		3,603,186			4,169,162
Total liabilities, noncontrolling interests and stockholders’ equity	$	64,497,227		$	62,193,364

Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024 (Unaudited)

	Three months ended March 31,
	*2025*			*2024*

Revenues, net	$	20,110,872		$	14,115,729
Cost of revenues		14,263,345			12,041,698

Gross profit		5,847,527			2,074,031

Operating expenses:
General and administrative		4,964,351			2,282,040
Research and development		3,609,745			1,776,522
Advertising and marketing		1,306,365			141,030
Depreciation and amortization		67,904			82,338
Total operating expenses		9,948,365			4,281,930

Loss from operations		(4,100,838	)		(2,207,899	)

Other income (expense):
Interest income		29,906			99,762
Interest income – related parties		493			499
Interest expense		(80,828	)		(395,964	)
Other income		769,762			227,066
Foreign currency transaction income (loss)		(36,288	)		18,128
Total other income (expense), net		683,045			(50,509	)

Loss before benefit from income taxes		(3,417,793	)		(2,258,408	)

Benefit from income taxes		(1,470,830	)		(477,950	)

Net loss		(1,946,963	)		(1,780,458	)

Net loss attributable to non-controlling interests		(956	)		(1,129	)

Net loss attributable to Snail, Inc.	$	(1,946,007	)	$	(1,779,329	)

Comprehensive loss statement:

Net loss	$	(1,946,963	)	$	(1,780,458	)

Other comprehensive income (loss) related to foreign currency translation adjustments, net of tax		33,232			(19,297	)
Other comprehensive income (loss) related to credit adjustments, net of tax		22,023			–

Total comprehensive loss	$	(1,891,708	)	$	(1,799,755	)

Net loss attributable to Class A common stockholders:
Basic	$	(441,731	)	$	(385,722	)
Diluted	$	(521,393	)	$	(385,722	)

Net loss attributable to Class B common stockholders:
Basic	$	(1,504,276	)	$	(1,393,607	)
Diluted	$	(1,775,558	)	$	(1,393,607	)

Loss per share attributable to Class A and B common stockholders:
Basic	$	(0.05	)	$	(0.05	)
Diluted	$	(0.06	)	$	(0.05	)

Weighted-average shares used to compute loss per share attributable to Class A common stockholders:
Basic		8,442,025			7,957,031
Diluted		9,241,822			7,957,031

Weighted-average shares used to compute loss per share attributable to Class B common stockholders:
Basic		28,748,580			28,748,580
Diluted		28,748,580			28,748,580

Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)
	*2025*			*2024*

Cash flows from operating activities:
Net loss	$	(1,946,963	)	$	(1,780,458	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization – intangible assets, net		35,516			200
Amortization – film assets		212,709			–
Amortization – loan origination fees and debt discounts		(1,889	)		47,729
Accretion – convertible notes		–			181,754
Gain on change in fair value of convertible notes		(117,105	)		–
Gain on change in fair value of warrant liabilities		(639,518	)		–
Depreciation and amortization – property and equipment		67,904			82,338
Stock-based compensation expense (income)		843,619			(926,875	)
Deferred taxes, net		(2,041,515	)		(555,781	)

Changes in assets and liabilities:
Accounts receivable		696,553			17,759,629
Accounts receivable – related party		2,503,407			(1,085,213	)
Prepaid expenses – related party		(544,532	)		(1,351,838	)
Prepaid expenses and other current assets		377,962			(1,779,508	)
Prepaid taxes		143,451			70,407
Other noncurrent assets		(656,562	)		–
Accounts payable		(198,705	)		(1,938,654	)
Accounts payable – related party		623,430			(6,143,374	)
Accrued expenses and other liabilities		(650,236	)		(461,311	)
Loan and interest receivable – related party		(493	)		(499	)
Lease liabilities		(80,510	)		(64,821	)
Deferred revenue		2,138,026			4,723,462
Net cash provided by operating activities		764,549			6,777,187

Cash flows from investing activities:
Acquisition of software		(290,000	)		–
Acquisition of software licenses		(1,412,000	)		–
Investments in software		(177,002	)		–
Net cash used in investing activities		(1,879,002	)		–
Cash flows from financing activities:
Repayments on promissory note		(21,546	)		(20,484	)
Repayments on notes payable		–			(2,333,333	)
Repayments on convertible notes		–			(269,550	)
Repayments on revolving loan		–			(3,000,000	)
Cash proceeds from exercise of warrants		159,000			–
Proceeds from issuance of convertible notes		3,000,000			–
Payments of capitalized offering costs		–			(262,914	)
Net cash provided by (used in) financing activities		3,137,454			(5,886,281	)

Effect of foreign currency translation on cash and cash equivalents		32,171			(19,186	)

Net increase in cash and cash equivalents, and restricted cash and cash equivalents		2,055,172			871,720

Cash and cash equivalents, and restricted cash and cash equivalents – beginning of the period		8,238,944			16,314,319

Cash and cash equivalents, and restricted cash and cash equivalents – end of the period	$	10,294,116		$	17,186,039

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	97,260		$	171,101
Income taxes	$	184,707		$	1,871
Noncash transactions during the period for:
Debt converted to equity	$	–		$	(60,000	)
Liabilities converted to equity upon exercise of warrants	$	323,113		$	–
Acquisition of film licenses in accounts payable	$	152,000		$	–
Acquisition of software and software licenses in accounts payable and accrued expenses	$	51,741		$	–
Change in fair value of notes recorded in accumulated other comprehensive income	$	22,023		$	–

The MIL Network –

May 15, 2025

MIL-OSI: Aterian Reports 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

Tariff Mitigation Initiatives and Cost Optimization Plan

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

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

Tariff Response

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

Cost Optimization Plan

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

Guidance Commentary

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

Webcast and Conference Call Information

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

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

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

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

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

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

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

Investor Contact:

The Equity Group

Devin Sullivan
Managing Director
dsullivan@equityny.com

Conor Rodriguez
Associate
crodriguez@equityny.com


ATERIAN, INC. Consolidated Balance Sheets (in thousands, except share and per share data)

	December 31, 2024			March 31, 2025
ASSETS
Current assets:
Cash	$	17,998		$	14,337
Accounts receivable, net		3,782			3,391
Inventory		13,749			18,144
Prepaid and other current assets		3,190			3,512
Total current assets		38,719			39,384
Property and equipment, net		685			689
Intangibles, net		9,757			9,366
Other non-current assets		381			379
Total assets	$	49,542		$	49,818
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Credit facility	$	6,948		$	7,511
Accounts payable		3,080			6,164
Seller notes		466			471
Accrued and other current liabilities		8,804			8,404
Total current liabilities		19,298			22,550
Other liabilities		227			229
Total liabilities		19,525			22,779
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value, 500,000,000 shares authorized and 8,750,741 and 8,748,741 shares outstanding at December 31, 2024 and March 31, 2025, respectively		9			9
Additional paid-in capital		742,591			743,374
Accumulated deficit		(711,677	)		(715,573	)
Accumulated other comprehensive loss		(906	)		(771	)
Total stockholders’ equity		30,017			27,039
Total liabilities and stockholders’ equity	$	49,542		$	49,818


ATERIAN, INC. Consolidated Statements of Operations *(in thousands, except share and per share data)*

	Three Months Ended March 31,
		2024			2025
Net revenue	$	20,214		$	15,360
Cost of goods sold		7,046			5,936
Gross profit		13,168			9,424
Operating expenses:
Sales and distribution		13,214			9,661
General and administrative		5,232			3,459
Total operating expenses		18,446			13,120
Operating loss		(5,278	)		(3,696	)
Interest expense, net		323			175
Change in fair value of warrant liabilities		(517	)		(55	)
Other expense, net		7			60
Loss before provision for income taxes		(5,091	)		(3,876	)
Provision for income taxes		71			20
Net loss	$	(5,162	)	$	(3,896	)
Net loss per share, basic and diluted	$	(0.76	)	$	(0.52	)
Weighted-average number of shares outstanding, basic and diluted		6,789,955			7,452,957


ATERIAN, INC. Consolidated Statement of Cash Flows *(in thousands, except share and per share data)*

	Three Months Ended March 31,
		2024			2025
OPERATING ACTIVITIES:
Net loss	$	(5,162	)	$	(3,896	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		428			408
Provision for sales returns		64			(72	)
Amortization of deferred financing cost and debt discounts		83			37
Stock-based compensation		1,667			783
Change in deferred tax expense		(5	)		—
Change in inventory provisions		(976	)		86
Change in fair value of warrant liabilities		(517	)		(55	)
Allowance for credit losses		—			(147	)
Changes in assets and liabilities:
Accounts receivable		1,843			538
Inventory		2,846			(4,481	)
Prepaid and other current assets		249			33
Accounts payable, accrued and other liabilities		(526	)		2,898
Cash used in operating activities		(6	)		(3,868	)
INVESTING ACTIVITIES:
Purchase of fixed assets		(36	)		—
Purchase of minority equity investment		(200	)		—
Cash used in investing activities		(236	)		—
FINANCING ACTIVITIES:
Repayments on seller notes		(153	)		—
Borrowings from MidCap credit facilities		11,453			10,296
Repayments for MidCap credit facilities		(13,244	)		(9,777	)
Insurance obligation payments		(254	)		(235	)
Insurance financing proceeds		—			156
Cash provided by (used in) financing activities		(2,198	)		440
Foreign currency effect on cash and restricted cash		(49	)		123
Net change in cash and restricted cash for the year		(2,489	)		(3,305	)
Cash and restricted cash at beginning of year		22,195			19,143
Cash and restricted cash at end of year	$	19,706		$	15,838
RECONCILIATION OF CASH AND RESTRICTED CASH:
Cash		17,545			14,337
Restricted Cash—Prepaid and other current assets		2,032			1,372
Restricted cash—Other non-current assets		129			129
TOTAL CASH AND RESTRICTED CASH	$	19,706		$	15,838

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	402		$	200
Cash paid for taxes	$	3		$	5
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash consideration paid to contractors	$	620		$	—
Non-cash minority equity investment	$	50		$	—

Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

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

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

Contribution Margin

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


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

Adjusted EBITDA

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


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

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

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

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


	Three months ended March 31, 2024
	Sustain		Launch		Liquidation/ Other		Fixed Costs		Stock Based Compensation		Total
Net revenue	$	18,200	$	408	$	1,606	$	—	$	—	$	20,214
Cost of goods sold		6,449		125		472		—		—		7,046
Gross profit		11,751		283		1,134		—		—		13,168
Operating expenses:
Sales and distribution expenses		8,833		232		1,255		2,595		299		13,214
General and administrative		—		—		—		3,864		1,368		5,232

	Three months ended March 31, 2025
	Sustain		Launch		Liquidation/ Other		Fixed Costs		Stock Based Compensation		Total
Net revenue	$	14,638	$	386	$	336	$	—	$	—	$	15,360
Cost of goods sold		5,499		241		196		—		—		5,936
Gross profit		9,139		145		140		—		—		9,424
Operating expenses:
Sales and distribution expenses		6,879		268		326		1,996		192		9,661
General and administrative		—		—		—		2,868		591		3,459

The MIL Network –

May 15, 2025

MIL-OSI: Investview, Inc. (“INVU”) Reports Financial Results and Current Operational and Financial Highlights for the First Quarter Ended March 31, 2025

Source: GlobeNewswire (MIL-OSI)

Haverford, PA, May 14, 2025 (GLOBE NEWSWIRE) — Investview, Inc. (OTCQB: INVU), a diversified financial technology services company that offers multiple business units across key sectors, including a financial education division offering tools, products and content through a global network of independent distributors; a manufacturing division focused on proprietary aesthetics, health, nutrition, & cognitive wellness products for wholesale and retail markets, with strategic plans for global expansion; an early-stage online trading platform that intends to offer self-directed retail brokerage services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining, today reported its first quarter 2025 financial results and shared highlights of key operational progress, strategic milestones, and forward-focused initiatives.

Summary Consolidated Financial Highlights:

Results of Operations-Three Months Ended March 31, 2025 vs March 31, 2024

Gross Revenue (a Non-GAAP measure) decreased 35.3% to $10.7 million for the three months ended March 31, 2025, compared to $16.5 million for the comparable prior year period.
Net Revenue decreased 36.0% to $10.0 million for the three months ended March 31, 2025, compared to $15.7 million for the comparable prior year period.
Net cash used in operating activities was ($3.4) million for the three months ended March 31, 2025, compared to net cash provided by operating activities of $4.8 million for the comparable prior year period.
Net income from operations decreased 122.1% to ($0.4) million for the three months ended March 31, 2025, compared to net income from operations of $1.9 million for the comparable prior year period.

Balance Sheet Data – March 31, 2025 vs December 31, 2024

Cash and cash equivalents at March 31, 2025 was $17.5 million, down $5.0 million or 22.1% from $22.5 million at December 31, 2024. The decrease was mainly attributable to a deposit to secure a writ of attachment order of $1.9 million in favor of the Company, an increase in bitcoin holdings of $0.5 million, an increase in prepaid assets of $0.8 million, purchases of inventory and manufacturing equipment of $0.7 million, and payments made under an agreement for the purchase of our common shares in a private transaction of $0.8 million.
Total assets decreased by $1.6 million or 5.2% to $29.9 million. Total liabilities decreased by $1.2 million or 8.7% to $13.1 million. Our current ratio remains strong at 2.29 as of March 31, 2025.
Working capital balance decreased by 6.1% at March 31, 2025, a decrease of $0.9 million from December 31, 2024.
Outstanding debt increased by $0.1 million to $3.3 million at March 31, 2025, up from $3.2 million at December 31, 2024.
Total stockholders’ equity at March 31, 2025 was $16.8 million, a decrease of $0.4 million, or 2.2%, from $17.2 million at December 31, 2024.

Comments on our industry segments and business units

Financial Education and Technology Segment

iGenius net revenue in the first quarter of 2025 was $8.8 million, a decrease of $4.2 million or 32.5% over the comparable period in 2024. The decrease was largely attributable to a combination of shifts in consumer behavior and demand following the COVID-19 pandemic as individuals reassess their spending priorities, lifestyle choices, and engagement habits. Broader macroeconomic headwinds also contributed to a general slowdown in direct sales and home-based business sectors.

Despite these challenges, iGenius remains optimistic about its long-term growth trajectory. The company is actively investing in the expansion of its sales network and is focused on broadening its portfolio of products and services. Management is confident that the core direct selling model remains robust and scalable, particularly as it evolves to include offerings beyond financial education.

As part of its strategic vision, iGenius plans to strengthen its value proposition through the continued development of its myLife Wellness division, which includes health, beauty, and wellness products. These initiatives are expected to enhance engagement across the sales network and drive future growth opportunities.

Our Blockchain Technology and Crypto Mining Products and Services Segment

SAFETek net revenue in the first quarter of 2025 was $0.9 million, a decrease of $1.8 million or 67.3% over the comparable period. The decrease in net revenue was primarily driven by the April 2024 Bitcoin halving event, which reduced block rewards by 50%, a more than 3.5% increase in mining network difficulty for the period, and a government-mandated energy curtailment due to low hydroelectric reservoir levels in our host country.

Despite a highly challenging environment, SAFETek successfully produced 9.12 Bitcoin during the first quarter of 2025. The company navigated the combined impact of tighter block rewards, escalating network difficulty, and energy restrictions, while simultaneously capitalizing on reduced power costs resulting from the curtailment, effectively turning operational adversity into a cost-management initiative that we expect will serve us well over time.

In 2024, SAFETek proactively executed key strategic initiatives to fortify long-term operational efficiency. These included the retirement of legacy mining hardware, deployment of next-generation ASIC miners, and the consolidation of mining operations—collectively lowering our hash cost and enhancing our competitive position in the global mining landscape. Importantly, we remain debt-free on all equipment purchases and maintain a strong balance sheet that provides the financial flexibility to pursue selective expansion opportunities.

SAFETek currently holds a reserve of nearly 2,900 mining machines, strategically positioned for deployment in qualified expansion scenarios. While the Bitcoin mining sector continues to evolve amid macroeconomic and protocol-level shifts, our outlook remains cautiously optimistic. We are committed to a disciplined, forward-looking strategy that prioritizes long-term sustainability and prepares us to scale when conditions improve.

Our Manufacturing and Development of Health, Beauty and Wellness Products Segment

In October 2024, we entered the over-the-counter health, beauty, and wellness market through our wholly owned subsidiary, myLife Wellness Company (“myLife Wellness”), with the strategic acquisition of Renu Laboratories, Inc. (“Renu Labs”), a contract developer and manufacturer of proprietary and non-proprietary products serving wholesale and retail clients. This acquisition marks a key milestone in our strategy to extend our platform into high-demand consumer verticals, with a growing focus on aesthetics, nutrition, and cognitive wellness.

Since the acquisition, we have made accelerated investments in Renu Labs’ core capabilities, including upgraded equipment, enhanced production technology, and key talent recruitment, which have resulted in measurable gains in both production output and operational efficiency. Net revenue for the first quarter of 2025 totaled $0.4 million. Encouragingly, net revenue generated to date in the second quarter has already exceeded first-quarter results, signaling continued momentum.

We are optimistic about Renu’s long-term growth trajectory and are focused on scaling manufacturing capacity while expanding our product portfolio and contract manufacturing (CMO) engagements with qualified partners. These steps are designed to position Renu as a nimble and scalable manufacturer in a market increasingly seeking trusted, innovative wellness product providers.

As the commercial arm of this initiative, myLife Wellness will serve as both the marketing engine and e-commerce platform for the products developed and manufactured by Renu Labs. The brand’s growing product catalog, centered around aesthetics, health, nutrition, and cognitive wellness, is expected to be distributed through a combination of retail (B2C) and wholesale (B2B) channels.

In addition to operating as a standalone consumer platform, myLife Wellness will also benefit from strategic collaboration with our iGenius subsidiary, enabling expanded access to retail, wholesale, and direct-to-consumer channels. This partnership is expected to significantly enhance market reach, while creating new revenue opportunities by introducing wellness products to a global member base and established consumer relationships.

We believe this integrated ecosystem represents a powerful foundation for long-term value creation across the health and wellness space.

Our Financial Services Initiatives

In March 2024, we achieved a significant milestone in our fintech growth strategy with the acquisition of Opencash Securities LLC, an early-stage registered broker-dealer. While the platform has not yet commenced commercial operations, this acquisition represents a strategic foundation for building a modern, mobile-first trading experience to-be focused on accessibility, simplicity, and cost-efficiency for retail investors globally.

Opencash is currently advancing through its final stages of development, including clearing integration, infrastructure buildout, and internal testing, in preparation for its commercial launch. Our goal is to establish Opencash as a low-cost, and commission-free platform offering trading in stocks, ETFs, and options, tailored to meet the expectations of today’s digitally native investor.

The Opencash initiative is designed to work in tandem with our proprietary MPower Trading Systems – Prodigio trading engine, acquired in 2021. Once fully deployed, we expect to offer two complementary trading solutions under the Opencash brand:

Opencash – a streamlined platform for everyday retail investors
OpencashPro – a feature-rich platform for advanced traders and active investors

Together, these platforms are expected to deliver a seamless, data-driven trading experience that integrates intelligent analytics, automation, and user-friendly interfaces, positioning us competitively in the evolving fintech landscape.

We remain optimistic about the long-term potential of the Opencash platform and are committed to executing a disciplined phased rollout that prioritizes regulatory readiness, technological integrity, and a superior user experience.

Operational Highlights (Quotes)

Victor Oviedo, Investview CEO, commented, “during the first quarter of 2025, Investview continued to make strategic progress across its diversified operating segments. In our financial education and direct selling division, iGenius generated $8.8 million in net revenue. While this represented a material contraction in our business compared to the prior-year period, the business remains focused on long-term growth through the planned expansion of its global sales network and the planned integration of health and wellness offerings from myLife Wellness.

“Our blockchain and crypto mining division, SAFETek, produced 9.12 Bitcoin during the quarter despite facing significant headwinds including the April 2024 halving event, a network difficulty increase of over 3.5%, and a government-mandated energy curtailment. These challenges were met with proactive operational adjustments, including the retirement of legacy hardware and the deployment of next-generation ASIC miners. SAFETek remains debt-free on all equipment purchases and holds a reserve of approximately 2,900 mining machines, preserving flexibility for future expansion.

“In our health, beauty, and wellness segment, Renu Labs generated $0.4 million in net revenue for the quarter, with revenues to date in Q2 2025 already exceeding first-quarter results. Strategic investments in production technology, equipment, and personnel are expected to lead to continued improvements in output and efficiency. The Company continues to position itself as a nimble and scalable manufacturer serving both proprietary and third-party CMO clients.

“Our fintech division also advanced with the continued development of Opencash Securities LLC. As a mobile-first platform for low-cost, and commission-free trading of stocks, ETFs, and options, “Opencash is progressing through clearing integration and platform testing in preparation for launch. The platform is expected to work in tandem with our MPower Prodigio trading engine, offering solutions for both retail and advanced traders under the Opencash and OpencashPro brands.

“Investview ended the quarter with $17.5 million in cash and cash equivalents, $1.7 million in bitcoin, maintained a strong current ratio of 2.29 and had a working capital balance of $14.2 million, reflecting prudent financial management and positioning the company to capitalize on future growth opportunities across its expanding portfolio.”

About Investview, Inc.

Investview, Inc., a Nevada corporation, operates a financial technology (FinTech) services company, offering several different lines of business, including a Financial Education and Technology business that delivers a series of products and services involving financial education, digital assets and related technology, through a network of independent distributors; and a Blockchain Technology and Crypto Mining Products and Services business, including leading-edge research, development and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. In addition, we are in the process of creating a Brokerage and Financial Markets business within the investment management and brokerage industries by, among others, commercializing on a proprietary trading platform we acquired in September 2021. For more information on Investview, please visit: www.investview.com.

About Opencash Securities LLC

Brokerage services are provided by Opencash Securities LLC, a member of FINRA and SIPC. Options involve risk and are not suitable for all investors. Please review Characteristics and Risks of Standardized Options prior to engaging in options trading. Opencash Securities LLC does not provide investment advice. Please consult with investment, tax, or legal professionals before making any investment decisions. All investments involve risks, including the possible loss of capital. Check the background of this investment professional on BrokerCheck. Opencash Securities LLC is a wholly-owned subsidiary of Investview, Inc.

Forward-Looking Statement

All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. These forward-looking statements are based on Investview’s current beliefs and assumptions and information currently available to Investview and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Our forward-looking statements expect that we will be able to expand the scope and scale of our iGenius network, despite the recent material contractions in its business. Our forward-looking statements also expect that we will ultimately be able to develop retail brokerage operations at Opencash, although it is currently in the pre-revenue and early stage of its operations. We plan to do this by, among others, investing the funds we believe are necessary to develop the infrastructure necessary to achieve retail operations. This includes, among others, the on-boarding of customer support personnel and software developers, the development and implementation of a marketing strategy, the securing of necessary securities clearing arrangements, and the continued development of the online Opencash trading platform and completing its integration with the proprietary algorithmic trading platform we acquired in September 2021. Despite our best efforts, there can be no assurance that we will be able to achieve these objectives on a timely basis, if at all, as the development of an early-stage securities brokerage business involves inherent regulatory and operational risks and uncertainties, including the uncertain ability of us to integrate the Opencash investment platform application with the proprietary algorithmic trading platform we acquired in September 2021, particularly as the platform we acquired in 2021 has not been placed in commercial service since 2021; thus, any such integration could be subject to IT-related and commercial risks. More information on potential factors that could affect Investview’s financial results is included from time to time in Investview’s public reports filed with the U.S. Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements made in this release speak only as of the date of this release, and Investview, Inc. assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

Investor Relations
Contact: Ralph R. Valvano
Phone Number: 732.889.4300
Email: pr@investview.com

Reconciliation of Gross Revenue to Net Revenue
(unaudited)

As used in this report, Gross Revenues are not a measure of financial performance under United States Generally Accepted Accounting Principles (“GAAP”). Gross Revenues are presented as they are used by management to understand the total revenue before certain items such as refunds, incentives, credits, chargebacks, and amounts paid to third party providers. The non-GAAP Gross Revenue measure is a supplement to the GAAP financial information. A reconciliation between Gross Revenue (non-GAAP) and Net Revenue is presented in the table below.

Gross Revenue (non-GAAP) to Net Revenue reconciliation for the three months ended March 31, 2025 is as follows:

	Membership revenue			Mining revenue		Health and wellness product sales			Other Revenue		Total
Gross billings/receipts	$	9,439,857		$	862,944	$	368,443		$	7,344	$	10,678,588
Refunds, incentives, credits, and chargebacks		(648,414	)		–		(122	)		–		(648,536	)
Net revenue	$	8,791,443		$	862,944	$	368,321		$	7,344	$	10,030,052

Gross Revenue (non-GAAP) to Net Revenue reconciliation for the three months ended March 31, 2024 is as follows:

	Membership Revenue			Mining Revenue		Total
Gross billings/receipts	$	13,851,294		$	2,642,599	$	16,493,893
Refunds, incentives, credits, and chargebacks		(821,976	)		–		(821,976	)
Net revenue	$	13,029,318		$	2,642,599	$	15,671,917

The MIL Network –

May 15, 2025

MIL-OSI: PMGC Holdings Inc. Announces Filing of Quarterly Report on Form 10-Q

Source: GlobeNewswire (MIL-OSI)

NEWPORT BEACH, Calif., May 14, 2025 (GLOBE NEWSWIRE) — PMGC Holdings Inc. (NASDAQ: ELAB) (the “Company,” “PMGC,” “we,” or “our”) today announced that it has filed its Quarterly Report on Form 10-Q (“Quarterly Report”) for the three months ended March 31, 2025, with the U.S. Securities and Exchange Commission (“SEC”).

The Quarterly Report is available on the SEC’s website at www.sec.gov under the company’s filings, as well as on the Company’s investor relations website.

Management believes the Company is well-capitalized, with a strong balance sheet and a clearly defined business focus. Through its operating subsidiaries, the Company is advancing its strategic growth priorities and actively pursuing acquisitions of operating B2B businesses and assets with the potential to drive meaningful revenue growth and enhance shareholder value.

Current Operating Subsidiaries:

• NorthStrive Biosciences Inc. – A biopharmaceutical company focused on the development and acquisition of cutting-edge aesthetic medicines. Its lead asset, EL-22, leverages an engineered probiotic approach to address a pressing issue in the obesity market by preserving muscle in patients undergoing weight loss treatments, including GLP-1 receptor agonists. For more information, visit northstrivebio.com.

• PMGC Research Inc. – A research and development subsidiary that utilizes Canadian research grants and partners with leading Canadian universities to accelerate scientific discovery and transform cutting-edge technologies into commercially viable products.

• PMGC Capital LLC – A multi-strategy investment firm focused on direct investments, strategic lending, and the acquisition of undervalued companies and assets across diverse markets. Its mission is to identify and seize high-potential opportunities to deliver sustainable growth and maximize returns on capital.

• Pending Acquisition – On April 16, 2025, the Company announced the signing of a non-binding Letter of Intent (“LOI”) to acquire a U.S.-based, cash-flow-positive information technology (“IT”) custom packaging company.

About PMGC Holdings Inc.

PMGC is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. Currently, our portfolio consists of three wholly owned subsidiaries: Northstrive Biosciences Inc., PMGC Research Inc., and PMGC Capital LLC. We are committed to exploring opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,” “would” and “future” or similar expressions such as “look forward” are intended to identify forward-looking statements. Forward-looking statements are made as of the date of this press release and are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Therefore, you should not rely on any of these forward-looking statements. These and other risks are described more fully in PMGC’s filings with the SEC, including the “Risk Factors” section of the Company’s Annual Report for the year ended December 31, 2024, filed with the SEC on March 26, 2025, and its other documents subsequently filed with or furnished to the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

IR Contact:
IR@pmgcholdings.com

The MIL Network –

May 15, 2025
MIL-OSI USA: ICE Tampa conducts worksite enforcement at rapidly expanding community, arrests 33 illegal aliens

Source: US Immigration and Customs Enforcement

WILDWOOD, Fla. — U.S. Immigration and Customs Enforcement, with the support of the Florida Highway Patrol, the Federal Bureau of Prison’s Coleman Federal Correctional Complex, and the U.S. Marshals Service arrested 33 illegal aliens May 13 during a targeted worksite enforcement operation at construction sites in one of the fastest growing communities in the nation located 20 miles south of Ocala.

The multiagency operation, directed by ICE Homeland Security Investigations Tampa, led to the arrest of 33 illegal aliens from Mexico, Honduras, and Guatemala. Four are charged with felony reentry after being previous removed from the United States. During the operation, more than 360 individuals were interviewed. As federal officers encountered construction workers, more than 30 could be seen fleeing from the construction sites.

“Worksite enforcement investigations are integral to uncovering many crimes, including unauthorized employment, document fraud, human smuggling, and sometimes human trafficking,” said ICE Homeland Security Investigations Tampa Assistant Special Agent in Charge Micah C. McCombs. “Following the president’s executive order, HSI Tampa will continue enforcing the immigration laws throughout the state of Florida to the fullest extent of the law.”

“State Troopers are proud to support ICE-HSI in their immigration enforcement efforts, and participate in all aspects of immigration enforcement operations,” said Florida Highway Patrol Executive Director Dave Kerner. “Florida Highway Patrol is committed to leading state efforts to enforce federal immigration law and ensuring Governor DeSantis’ immigration enforcement directives are faithfully executed.”

According to the U.S. Census Bureau, this central Florida region’s population rose nearly five percent to 151,565, making it the nation’s fastest-growing metro area from 2022 to 2023.

The main function of HSI’s worksite enforcement program is to assist the field in maintaining the integrity in the U.S. immigration system, ease pressure at the borders, promote self-compliance in the business community, and protect employment opportunities for the nation’s workforce.

HSI conducts investigations that target egregious worksite violators. These investigations lead to criminal, civil, or administrative judgments against employers who knowingly hire unauthorized workers. These actions seek to deter employers who hire unauthorized workers. Investigations often uncover multiple forms of criminal activity, such as human smuggling, document fraud, human rights abuses and other violations linked to the employment of unauthorized workers.

ICE officials have continually emphasized the agency’s continued focus to identifying public safety and national security threats. Individuals unlawfully present in the United States who are encountered during enforcement operations may be taken into custody and processed for removal in accordance with federal law.

Members of the public with information about suspected immigration violations or related criminal activity are encouraged to contact the ICE Tip Line at 866-DHS-2-ICE (866-347-2423) or submit information online via the ICE Tip Form.

For more information about ICE HSI Tampa and its efforts to enhance public safety in Florida, follow us on X at @HSITampa.

Learn more about worksite enforcement by visiting ICE’s Worksite Enforcement Investigations.

MIL OSI USA News –

May 15, 2025
MIL-OSI Security: Long-Time Fugitive Extradited to the United States to Face Charges for Orchestrating Mail Fraud Scheme Defrauding Elderly and Vulnerable Victims of Over $10 Million

Source: Office of United States Attorneys

NEWARK, N.J. – A German man was extradited from Italy and arrested for orchestrating a massive mail fraud scheme targeting elderly and otherwise vulnerable victims with false and fraudulent psychic solicitations, U.S. Attorney Alina Habba announced.

Georg Ingenbleek, 58, a citizen of Germany, was indicted in 2020 and has been a fugitive. He was apprehended in Bolzano, Italy in 2024 and returned yesterday via Newark International Airport to face an indictment charging him with two counts of mail fraud. Ingenbleek made his initial appearance and arraignment on May 9, 2025, before U.S. Magistrate Judge Leda Dunn Wettre. He pleaded not guilty and was remanded without bail.

According to the Indictment and statements made in court:

From at least 2011 through 2016, Ingenbleek created numerous direct mail solicitations supposedly from world-renowned psychics, falsely and fraudulently claiming that the recipients were being contacted because they had been the subject of specific visions by the psychics, including visions that the recipients were going to receive large sums of money and good fortune. Many of the letters falsely promised that the psychic services being offered were free of charge. In fact, the letters were mass-produced using software and information provided by Ingenbleek to a direct mail marketing services company, Company-1, located in Piscataway, New Jersey, which Ingenbleek retained to print and mail the solicitations.

Ingenbleek directed a second company, Company-2, to send fraudulent billing notices to the same victims that stated that the victims owed money for psychic services, which in many cases had been offered free of charge. The fraudulent billing notices were labeled “collection notices” and “invoices,” falsely representing that the victims owed late payment fees, and falsely stating that a psychic or astrology organization would refer the victim to a “collection agency” and take legal action if the victim did not send a check, usually for $20 to $50. Through his fraudulent psychic mailing campaign, Ingenbleek obtained more than $10 million dollars from victims.

In September 2016, Ingenbleek directed representatives of Company-1 and Company-2 to destroy all materials related to his fraudulent psychic mailings in response to federal criminal investigations into his conduct and the conduct of other participants in the scheme. In one email, dated September 23, 2016, Ingenbleek told a representative of Company-2, “You cannot wait! I advise you urgently to get rid of the material! Use your own car, rent a truck, start today, work all weekend.”

The mail fraud charges each carry a maximum potential penalty of 20 years in prison and a $250,000 fine, or twice the gross gain or loss from the offense.

U.S. Attorney Habba credited postal inspectors of the U.S. Postal Inspection Service Philadelphia Division, under the direction of Inspector in Charge Christopher A. Nielsen; special agents of IRS – Criminal Investigation Newark Field Office, under the direction of Special Agent in Charge Jenifer Piovesan; and special agents of HSI New York, under the direction of Acting Special Agent in Charge Michael Alfonzo, with the investigation leading to the charges, and HSI Rome and the Justice Department’s Office of International Affairs for providing significant assistance in securing the defendant’s extradition from Italy.

The government is represented by Assistant United States Attorneys Jonathan Fayer and Olta Bejleri of the Economic Crimes Unit in Newark.

The charges and allegations in the indictment are merely accusations, and the defendant is presumed innocent unless and until proven guilty.

###

Defense counsel: Daniel Rashbaum, Esq., Miami, Florida.

MIL Security OSI –

May 15, 2025
MIL-OSI Security: Texas Company Charged with Aiding and Abetting Fraudulent Transactions Related to False Ethanol Sales

Source: Office of United States Attorneys

NEW ORLEANS, LOUISIANA –Today, Acting United States Attorney Michael M. Simpson announced the filing of a bill of information charging Plano, Texas-based MUREX MANAGEMENT, INC. (“MMI”), with aiding and abetting transactions that defrauded financial institutions, including the failed New Orleans-based First NBC Bank.

According to the bill of information, MMI was the management company of an affiliate that engaged in ethanol marketing and logistics services. Additionally, Company A was the U.S.-based subsidiary of a foreign, publicly traded, company that operated ethanol production plants.

According to the bill of information, beginning in 2013, Company A and its parent companies began to experience financial stress. In order to ameliorate cash flow issues and to manufacture additional financing for its debts, Company A initiated a strategy called “buy/sells” and targeted MMI to assist in this strategy. Company A’s plan called for both companies to create fictitious invoices purporting to be sales of ethanol between the two companies, which could then be sold as accounts receivable to unwitting buyers via a New Orleans-based online marketplace. This would provide cash flow for Company A and a profit to MMI. The unwitting buyers of these accounts receivable included financial institutions like First NBC Bank.

The bill of information alleges that, between October 28, 2013 and September 18, 2015, Company A and MMI conducted approximately $1.2 billion in fraudulent “buy/sell” transactions, with MMI making a profit of approximately $6,073,049. Company A eventually defaulted on paying financial institutions for the accounts receivable that had been posted for auction by MMI. The defaulted auctions caused a loss of approximately $73,073,683.05 to First NBC Bank, and a loss of approximately $8,330,427.02 to a North Carolina bank.

If convicted, MMI faces a maximum fine of $1,000,000.00, or twice the gross gain or twice the gross loss to any victim. It also will be required to pay restitution and a mandatory special assessment fee of $400.00.

Acting U.S. Attorney Simpson reiterated that the bill of information is merely a charge and that the guilt of the defendant must be proven beyond a reasonable doubt.

Acting U.S. Attorney Simpson praised the work of the FDIC Office of Inspector General, Dallas Field Office, and the Environmental Protection Agency, Criminal Investigation Division, Houston Resident Office, that investigated this matter. Assistant United States Attorneys Matthew R. Payne of the Financial Crimes Unit and Nicholas D. Moses, Health Care Fraud Coordinator, handled this prosecution.

MIL Security OSI –

May 15, 2025
MIL-OSI Security: Preston County Man Admits to Federal Child Exploitation Offenses

Source: Federal Bureau of Investigation FBI Crime News (b)

CLARKSBURG, WEST VIRGINIA – Steven David Seeger, 46, of Bruceton Mills, West Virginia, has admitted to the coercion and enticement of a minor for sex and production of child pornography.

According to court documents and statements made in court, Seeger was communicating with minor girls online. During those communications, he persuaded multiple victims to produce and send him sexually explicit images and videos.

Seeger faces 10 years to life in federal prison for the enticement charge and faces 15 to 30 years for the production of child pornography charge. If convicted, a federal district court judge will determine the appropriate sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

Assistant U.S. Attorney Kimberley Crockett is prosecuting the case on behalf of the government.

The Federal Bureau of Investigation, the West Virginia State Police, and the Preston County Sheriff’s Office investigated.

U.S. Magistrate Judge Michael John Aloi presided.

MIL Security OSI –

May 15, 2025
MIL-OSI USA: Doggett, Schakowsky, Warren and Wyden Push Congressional Leadership to Reject Medicaid Cuts, Crack Down on Medicare Advantage Upcoding

Source: United States House of Representatives – Congressman Lloyd Doggett (D-TX)

Congressional Republicans’ current plan sets them up to slash hundreds of billions from Medicaid and CHIP; Lawmakers cite bipartisan support for cracking down on waste, fraud, and abuse in Medicare Advantage

Contact: Alexis.Torres@mail.house.gov

Washington, D.C. – As Congress considers reconciliation legislation, Representatives Lloyd Doggett (D-TX) and Jan Schakowsky (D-Ill.), along with Senator Elizabeth Warren (D-Mass.), Senator Ron Wyden (D-Ore.), Ranking Member of the Senate Finance Committee led their colleagues in writing to Speaker of the House Mike Johnson and Senate Majority Leader John Thune, urging them to crack down on waste, fraud, and abuse in Medicare Advantage (MA) instead of forging ahead with cuts to Medicaid.

“As Congress considers reconciliation legislation, we urge you to reject cuts to Medicaid, which are deeply unpopular and will rip away health care from millions of Americans,” wrote the lawmakers. “Where there is widespread agreement is the need to address waste, fraud, and abuse by private, for-profit insurance companies. We write to urge you to crack down on the growing threat to the Medicare program known as ‘upcoding.’”

Upcoding is the practice by which private insurers in Medicare Advantage exaggerate the medical diagnoses of their enrollees to secure higher payments from the federal government. This results in wasteful spending in Medicare, overcharging seniors and taxpayers while adding tens of billions in costs to the federal government. Analysis from the non-partisan Medicare Payment Advisory Committee (MedPAC) found that upcoding is expected to increase Medicare payments to private health insurance companies by an estimated 10 percent, or $40 billion, in 2025.

This waste, fraud, and abuse has been called out by both Democrats and Republicans. CMS Administrator Mehmet Oz even noted that tackling this fraud “is relatively enjoyable to go after, because … we have bipartisan support.” Senator Chuck Grassley (R-IA) has launched an inquiry into UnitedHealth’s billing practices in Medicare Advantage, and Senator Bill Cassidy (R-LA) supports the No UPCODE Act, which would ban some of the most aggressive forms of upcoding by private insurers in the program.

“The Wall Street Journal, MedPAC, Administrator Oz, and Congressional Republicans all seem to agree: wasteful spending in MA, driven by abusive upcoding practices, are a ‘more rational’ route to securing health care savings that will benefit the Medicare program and taxpayers,” continued the lawmakers. “Your directive to cut federal health care spending should come from reducing waste, fraud, and abuse like upcoding by for-profit insurance companies, not by cutting health care benefits for American families who rely on Medicaid to make ends meet.”

Nevertheless, Congressional Republicans are forging ahead with plans to slash hundreds of billions of dollars from Medicaid and the Children’s Health Insurance Program (CHIP) – which will put health and livelihoods at risk for the nearly 80 million Americans, including 37 million children, eight million people with disabilities, and seven million seniors covered by these programs

“If there is no course correction that protects Medicaid, tens of millions of Americans will be kicked off their health care,” wrote the lawmakers. “We urge you instead to listen to Administrator Oz and tackle real fraud, waste, and abuse by private, for-profit health insurers in MA.”

The letters were also signed by Representatives Hank Johnson (D-Ga.), Mark Pocan (D-Wis.), Adam Smith (D-Wash.), Ayanna Pressley (D-Mass.), Joaquin Castro (D-Texas), Rashida Tlaib (D-Mich.), Summer Lee (D-Pa.), Nydia Velazquez (D-N.Y.), Betty McCollum (D-Minn.), Al Green (D-Texas), John Garamendi (D-Calif.), Lateefah Simon (D-Calif.), Alexandria Ocasio-Cortez (D-N.Y.), Eleanor Homes Norton (D-D.C.), Raja Krishnamoorthi (D-Ill.), Pramila Jayapal (D-Wash.), Delia Ramirez (D-Ill.), Ilhan Omar (D-Minn.), Mark Takano (D-Calif.), Danny Davis (D-Ill.), Steve Cohen (D-Tenn.), Maxwell Frost (D-Florida), Chuy Garcia (D-Ill.), Sylvia Garcia (D-Texas), Greg Casar (D-Texas), Bonnie Watson Coleman (D-N.J.), Chris Deluzio (D-Pa.), Jill Tokuda (D-Hawaii), Val Hoyle (D-Ore.), Shri Thanedar (D-Mich.), Andre Carson (D-Ind.), Adriano Espaillat (D-N.Y.), Marcy Kaptur (D-Ohio), and Melanie Stansbury (D-N.M.), as well as Senators Bernie Sanders (D-Vt.), Tina Smith (D-Minn.), and Senator Jeff Merkley (D-Ore.).

The letters have been endorsed by the Center for American Progress, Center for Medicare Advocacy, Families USA, LeadingAge, P Street Project, Protect Our Care, and Public Citizen.

The full letter can be read here.

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: Atlanta Attorney Sentenced in Syndicated Conservation Easement Tax Scheme

Source: US State of California

A Georgia attorney was sentenced today to 16 months in prison for obstructing the IRS in connection with his participation in the promotion of abusive syndicated conservation easement tax shelters.

The following is according to court documents and statements made in court: Vi Bui was an attorney and partner at Sinnott & Co., an Atlanta-based company. Beginning at least in 2012 and continuing through at least May 2020, Bui participated in a scheme to defraud the IRS by organizing, marketing, implementing, and selling illegal syndicated conservation easement tax shelters created and organized by co-conspirators Jack Fisher, James Sinnott, and others. Fisher and Sinnott were convicted at trial for their involvement in the scheme, and in January 2024, they were sentenced to 25 and 23 years in prison, respectively.

The scheme entailed the creation of partnerships that purchased land and land-owning companies and then donated conservation easements over that land or the land itself. Appraisers generated fraudulent and inflated appraisals of the conservation easements. The partnerships then claimed a charitable contribution tax deduction based on the inflated value of the conservation easement, resulting in a fraudulent tax deduction flowing to the wealthy clients who purchased units in the partnership. Many of these clients joined the tax shelters after the donation of the interest in land and after the end of the relevant tax year. Bui knew that in order to make it appear that the participants had timely purchased their units in the tax shelters, Fisher, Sinnott, and others backdated and instructed others to backdate documents, including subscription agreements, checks, and other documents.

Bui anticipated that the syndicated conservation easement transactions would be audited. In order to deceive the IRS, Bui and others took steps to make the partnerships appear as legitimate real estate development companies. They created and disseminated lengthy documents disguising the true nature of the transaction, instituted sham “votes” for what to do with the land that the partnership owned despite knowing that outcome was predetermined, and falsified paperwork such as appraisals and subscription agreements.

In one instance, when investigators conducted an undercover operation in 2018, Bui, believing that the IRS was auditing an individual’s tax returns, prepared false documents related to a 2014 syndicated conservation easement tax shelter with the intent to make it appear that the documents were executed before the purported donation of the conservation easement in 2014 and before the 2014 tax returns had been filed.

Bui earned substantial income for his role in the illegal scheme. He also used the fraudulent tax shelters to evade his own taxes, filing false personal tax returns from 2013 through 2018 that claimed false tax deductions from the illegal syndicated conservation easement tax shelters.

In addition to his prison sentence, U.S. District Court Chief Judge Timothy C. Batten Sr. for the Northern District of Georgia ordered Bui to serve one year of supervised release and to pay $8,250,244 in total restitution to the IRS.

Acting Deputy Assistant Attorney General Karen E. Kelly of the Justice Department’s Tax Division and U.S. Attorney Theodore S. Hertzberg for the Northern District of Georgia made the announcement. They also thanked the U.S. Attorney’s Office for the Western District of North Carolina for their assistance in the investigation of this matter.

IRS Criminal Investigation and the U.S. Postal Inspection Service investigated the case.

Senior Litigation Counsel Richard M. Rolwing, and Trial Attorneys Parker Tobin, Jessica Kraft, and Nicholas Schilling of the Tax Division prosecuted the case, with support from Assistant U.S. Attorney Samir Kaushal for the Northern District of Georgia.

MIL OSI USA News –

May 15, 2025
MIL-OSI Security: Richmond Man Sentenced to 25 Years for Child Pornography

Source: Federal Bureau of Investigation (FBI) State Crime Alerts (b)

KANSAS CITY, Mo. – A Richmond, Mo., man was sentenced in federal court today for receiving child pornography, after having a prior state conviction for possession of child pornography.

Derek Shain, 36, was sentenced by U.S. District Judge Roseann Ketchmark to 25 years in federal prison without parole. The court also ordered Shain to serve supervised release for Life following his incarceration.

On January 16, 2025, Shain pleaded guilty to one count of receiving child pornography, after having a prior state conviction for possession of child pornography. According to court documents, Shain communicated with a 15-year-old minor female on a social media platform. He requested and received an image of child pornography from the minor female. A background investigation of Shain confirmed that Shain was a registered sex offender at the time of this offense. Shain also has prior state convictions for attempted child molestation in the first degree and age misrepresentation with intent to solicit a minor.

This case was prosecuted by Assistant U.S. Attorney Maureen A. Brackett. It was investigated by the Federal Bureau of Investigation and the Sugar Creek, Missouri 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 Security: Canadian Man Illegally In The United States Pleads Guilty To Conspiracy To Smuggle Handguns Into Canada

Source: Office of United States Attorneys

HARRISBURG – The United States Attorney’s Office for the Middle District of Pennsylvania announced that Durante King-Mclean, age 26, of Cambridge, Ontario, Canada, pled guilty today before United States District Judge Jennifer P. Wilson to a single count of a multi-count indictment charging him with conspiring with others to illegally traffic in firearms.

According to Acting United States Attorney John C. Gurganus, the charges stem from a September 2, 2023, traffic stop by the Pennsylvania State Police in Franklin County of a rental vehicle operated by King-Mclean who was the only occupant of the vehicle. During the stop King-Mclean fled on foot and was apprehended after a brief foot chase. A subsequent search of the rental vehicle led to the recovery of 65 handguns in the vehicle’s trunk that were all individually concealed in socks. Of the 65 handguns that were recovered, two were fully automatic, 11 were stolen, and one had an obliterated serial number. King-Mclean had been in communication with his co-conspirators from April of 2023 until his arrest on September 2, 2023, and had been staying at an Airbnb in Ft. Lauderdale, Florida, until he rented the vehicle at the end of August 2023 and headed north towards Canada with the illegally purchased handguns. Sometime after his arrest and incarceration on September 2, 2023, King-Mclean was charged by Canadian authorities for his alleged participation in the April 17, 2023, heist of approximately $22.5 million dollars in gold bars and foreign currency from the Air Canada cargo terminal at Toronto’s Pearson International Airport. It was shortly after this heist that King-Mclean illegally entered the United States where he remained until his arrest on September 2, 2023, as he was headed back to Canada with the 65 handguns.

“King-Mclean’s international firearms trafficking scheme had 65 guns destined for the hands of violent criminals and other prohibited people who threaten their communities,” said Eric J. DeGree, Special Agent in Charge (SAC) for the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) Philadelphia Field Division. “ATF’s highest priority is reducing violent gun crime, and thanks to our cooperative efforts, this action kept dozens of crime guns off the street — preventing them from being used in any number of killings and other crimes.”

“This guilty plea highlights the serious consequences of international arms trafficking and the dangers it poses to public safety. By illegally moving firearms across borders, criminal networks fuel violence and threaten communities,” said Special Agent in Charge of HSI Philadelphia Edward V. Owens. “HSI remains dedicated to working with our domestic and international partners to disrupt these illicit operations and ensure that those who engage in trafficking are held accountable.”

King-Mclean faces a potential sentence of 15 years’ imprisonment, a $250,000.00 fine, and a three-year term of supervised release.

The case was investigated by the Bureau of Alcohol, Tobacco, Firearms and Explosives – Harrisburg Office, the Pennsylvania State Police, and Homeland Security Investigations (HSI). Assistant United States Attorney William A. Behe is prosecuting the case.

This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone. On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results.

This prosecution is also part of an extensive investigation by the Organized Crime Drug Enforcement Task Force (OCDETF). OCDETF is a joint federal, state, and local cooperative approach to combat drug trafficking and is the nation’s primary tool for disrupting and dismantling major drug trafficking organizations, targeting national and regional level drug trafficking organizations and coordinating the necessary law enforcement entities and resources to disrupt or dismantle the targeted criminal organization and seize their assets.

All persons charged are presumed to be innocent unless and until found guilty in court.

# # #

MIL Security OSI –

May 15, 2025
MIL-OSI Security: Father and Son Sentenced for Role in International Market Manipulation Scheme Related to New Jersey Deli

Source: Office of United States Attorneys

CAMDEN, N.J. – A father and son were sentenced on May 13, 2025, for their roles in orchestrating a large-scale market manipulation scheme related to two publicly traded companies, U.S. Attorney Alina Habba announced.

Peter Coker, Sr., 82, of Chapel Hill, North Carolina, and Peter Coker, Jr., 56, formerly of Hong Kong, China, had pleaded guilty, on December 19, 2024, before U.S. District Judge Christine P. O’Hearn to securities fraud and conspiracy to commit securities fraud. Coker, Sr. was sentenced to six months’ imprisonment, three years’ supervised release, including six months’ home detention, and fines totaling $500,000. Coker, Jr. was sentenced to 40 months’ imprisonment, three years’ supervised release, and fines totaling $250,000.

James Patten, 65, of Winston-Salem, North Carolina also previously pleaded guilty to the same charges and is awaiting sentencing.

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

From 2014 through September 2022, Peter Coker Sr., Peter Coker Jr., and Patten conspired to enrich themselves through a scheme to manipulate securities prices via a pattern of coordinated trading, which injected inaccurate information into the marketplace, creating false impressions of supply and demand for these securities.

As part of the securities fraud scheme, the defendants targeted two publicly traded companies—Hometown International Inc. and E-Waste Corp.—which both traded on the OTC Link Alternative Trading System, also known as the OTC Marketplace. The OTC Marketplace is an alternative trading system that contains three tiers of markets, which are largely based on the quality and quantity of the listed companies’ information and disclosures.

Coker Sr., Coker Jr., and Patten took steps to gain control of both entities’ management and stock with the ultimate intention of entering reverse mergers, a transaction through which an existing public company merges with a private operating company. A successful reverse merger would allow the defendants to sell shares of each entity at a significant profit.

In or around 2014, two New Jersey residents began the process of opening a local deli in Paulsboro, New Jersey. One of the individuals discussed his interest in opening the deli with Patten, a long-time friend, who suggested the creation of Hometown International, an umbrella corporation, under which the deli would operate as a wholly owned subsidiary. Unbeknownst to the deli owners, after Hometown International was formed, Patten and his associates began positioning Hometown International as a vehicle for a reverse merger that would yield substantial profit to them.

Around October 2019, Hometown International began selling shares on the OTC Marketplace. Patten, Coker Sr., and Coker Jr. furthered their scheme by gaining control of Hometown International’s management and its shares from the deli owners. Coker Sr., Coker Jr., and Patten took similar actions to gain control of E-Waste Corporation’s stock and management. The defendants also arranged for the transfer of millions of shares of stock to a number of nominee entities, including entities controlled by Coker Jr., in an effort to mask their control of the shares.

In addition, the defendants transferred shares to family members, friends, and associates and gained control over their trading accounts by obtaining their log-in information to conceal the defendants’ involvement. The defendants then used those accounts to commit a number of coordinated trading events, often referred to as match and wash trades, to trade in Hometown International and E-Waste Corp.’s stock on both sides of the transaction.

These tactics artificially inflated the price of Hometown International and E-Waste’s stock by giving the false impression that there was a genuine market interest in the stock. Their scheme had the ultimate impact of artificially inflating Hometown International’s stock by approximately 939 percent and E-Waste’s stock by approximately 19,900 percent.

U.S. Attorney Habba credited special agents of the FBI’s Philadelphia Division, under the direction of Special Agent in Charge Wayne A. Jacobs, and special agents of IRS-Criminal Investigation, under the direction of Special Agent in Charge Jenifer L. Piovesan in Newark, with the investigation. He also thanked special agents from FBI Charlotte, FBI Los Angeles, FBI San Francisco, FBI Denver, and FBI Knoxville, for their assistance.

The government is represented by Lauren E. Repole, Deputy Chief of the Criminal Division, and Assistant U.S. Attorney Aaron Webman of the Economic Crimes Unit.

###

Defense counsel:

Peter Coker, Sr.: John Azzarello, Esq. (Morristown, New Jersey), William McGovern, Esq. (New York, New York)

Peter Coker, Jr.: Zach Intrater and Marc Agnifilo (New York, New York)

MIL Security OSI –

May 15, 2025
MIL-OSI Security: Maryland Man Previously Arrested for Coercing 18-Year-Old to Travel Interstate for Commercial Sex Charged in Superseding Indictment with Massachusetts Man for Conspiring to Sex Traffic Minor

Source: Office of United States Attorneys

Defendants, one of whom is 19-years-old, allegedly conspired to sex traffic a minor victim

BOSTON – A superseding indictment was unsealed today in federal court in Boston charging two men with conspiring to engage in the sex trafficking of a minor victim.

On April 16, 2025, David Kaufman, 44, was arrested on an indictment charging him with one count of knowingly persuading, inducing, enticing and coercing an individual to travel in interstate commerce to engage in prostitution and aiding and abetting.

The superseding indictment adds Darren Zaldivar, 19, of Ludlow, Mass., charging him with transporting an individual with intent the individual engage in prostitution. Both defendants are also charged with conspiring to engage in sex trafficking of a minor. The superseding indictment also adds the charge of sex trafficking of a minor against Kaufman.

Zaldivar will appear in federal court in Boston later today. Kaufman remains detained in federal custody.

According to the detention brief previously filed, Kaufman had allegedly been victimizing minor males and young adults ranging in ages from 14–20 by paying the minors for Child Sexual Abuse Material (CSAM) and coercing and enticing some of them to travel to his penthouse condominium at the Four Seasons in Baltimore, and elsewhere, to engage in sex acts with him, which he video recorded. Zaldivar is alleged to have conspired with Kaufman in the sex trafficking of a minor victim in 2024. Zaldivar is also alleged to have transported the minor victim with the intent that the victim engage in commercial sex.

According to court filings, Kaufman coerced an 18-year-old victim to travel from Massachusetts on two occasions to visit his penthouse condominium at the Four Seasons in Baltimore, paying for the plane tickets. While there, Kaufman allegedly provided the victim with alcohol and drugs, including cocaine, until the victim was intoxicated. It is alleged that Kaufman would then persuade the victim to engage in sex acts, which Kaufman videotaped so that he could watch them later in order to get pleasure for himself. In exchange for the sex acts, it is alleged that Kaufman paid the victim with cash, electronic money transfers and gifts. For example, after he engaged in sex acts in February 2024, Kaufman allegedly bought the victim a Louis Vuitton bag.

If you have information or questions about this investigation, or someone you know may be impacted or experiencing commercial sex trafficking or child exploitation, please contact USAMA.VictimAssistance@usdoj.gov.

The charge of coercing a person to travel for purposes of prostitution provides for a sentence of up to 20 years in prison, up to three of supervised release and a fine of up to $250,000. The charge of sex trafficking a minor provides for a sentence of up to life, up to life and no less than five years of supervised release and a fine of up to $250,000.The charge of transporting an individual with intent the individual engage in prostitution provides for up to 20 years in prison, up to three years of supervised release and a fine of up to $250,000.The charge of conspiracy to engage in sex trafficking of a minor provides for a sentence of up to life, up to three years of supervised release and a fine of up to $250,000. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

United States Attorney Leah B. Foley and Kimberly Milka, Acting Special Agent in Charge of the Federal Bureau of Investigation, Boston Division made the announcement today. Valuable assistance was provided by the U.S. Attorney’s Office in the District of Maryland; the Federal Bureau of Investigation, Baltimore Field Office; and the Baltimore Police Department. Assistant U.S. Attorney Torey B. Cummings and Craig E. Estes of the Human Trafficking & Civil Rights Unit are prosecuting the case.

The details contained in the charging documents are allegations. The defendants are presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

MIL Security OSI –

May 15, 2025
MIL-OSI Security: Chicago Woman Pleaded Guilty in Conspiracy to Commit Wire Fraud Targeting United States Service Men & Women

Source: Office of United States Attorneys

SPRINGFIELD, Mo. – A Chicago, Il., woman pleaded guilty in federal court today for her role in a wire fraud conspiracy that targeted United States Service men and women who had recently joined the military.

Jetauwn T. Griffin, 31, waived her right to a grand jury and pleaded guilty before U.S. Chief Magistrate Judge Willie Epps, Jr., to a federal information charging her with one count of conspiracy to commit wire fraud.

Griffin conspired with others that sought to defraud United States military service men and women through the use of social media.

According to the plea agreement, Griffin conspired with others that employed a scheme to defraud United States military service men and women. Service members who had recently joined the United States military were contacted through various social media platforms. Upon communicating with each military member, a person within the conspiracy would use the information obtained from the social media platform and then contact the service member claiming to be a senior military official. As a senior military member, they would tell each service member that they were receiving the wrong salary, and they were owed more money than they were being paid. The perpetrators of the scheme who advise the service member that they needed to return their prior pay using a cash application and then they would receive the higher pay once the other money was returned. If a service member followed these instructions, the members of this scheme would take the monies transferred and would never return any monies to the victim. Griffin conspired with others in this scheme by taking the cash application transfers and conducted financial transactions that transferred the victim’s money to accounts that were accessed by all members of the scheme.

Under federal statutes, Griffin is subject to a sentence of up to 20 years in federal prison without parole. The maximum statutory sentence is prescribed by Congress and is provided here for informational purposes, as the sentencing of the defendant will be determined by the court based on the advisory sentencing guidelines and other statutory factors. A sentencing hearing will be scheduled after the completion of a presentence investigation by the United States Probation Office.

This case is being prosecuted by Assistant U.S. Attorney Patrick Carney. It was investigated by the Department of the Army Criminal Investigation Division and the Federal Bureau of Investigation.

MIL Security OSI –

May 15, 2025
MIL-OSI: $190M Raised: Canada’s Top 20 Moonshot Ventures™ of 2025 Unveiled After Closed-Door NACO Showcase
Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

Top 20 Moonshots Stage™ Ventures of 2025

Organized by sector and listed alphabetically

AI & Next Gen Computing
- Dreamwell AI — Co-Founder and CEO Kazzy Khazaal (Nominated by Panache Ventures)
- Inner Logic — Co-Founder and CEO Bryce Tully (Nominated by Maple Leaf Angels)
AI & Bioelectronics
- Panaxium — Founder and CEO Brad Schmidt (Nominated by Brampton Angels / Altitude Accelerator)
Cleantech
- BluWave-ai — Founder and CEO Devashish Paul (Nominated by Capital Angel Network)
- Evercloak — Co-Founder and CEO Evelyn Allen (Nominated by Capital Angel Network)
Cleantech & Trade
- PemPem — Founder and CEO Joann de Zegher (Nominated by Anges Quebec)
Consumer Packaged Goods & Retail
- The Little Cacao Co. — Founder and CEO Suzie Yorke (Nominated by Maple Leaf Angels)
Enterprise, Software, & Deeptech
- Cinareo — Co-Founder and CEO Karen Elliott (Nominated by SheBoot)
- Depix AI — Founder and CEO Philip Lunn (Nominated by TandemLaunch)
- H2 Analytics — Founder and CEO Hugo Hodgett (Nominated by Invest Ottawa)
Healthtech & Biotech
- Arbutus Medical — Founder and CEO Lawrence Buchan (Nominated by ThresholdImpact)
- Hyivy Health — Founder and CEO Rachel Bartholomew (Nominated by Women’s Equity Lab)
- JVP Labs — Founder and CEO Paul Weber (Nominated by Golden Triangle Angel Network)
- mDetect — Founder and CDO Dr. Irsa Wiginton (Nominated by KNDL, Kingston Economic Development Corporation)
- MedInclude — Founder and CEO Seun Adetunji (Nominated by Communitech)
- Sparrow Bio — Founder and VP Rachel Collier (Nominated by The Firehood)
- Zilia — Founder and CEO Dr. Patrick Sauvageau (Nominated by Anges Quebec)
Insurtech, Femtech, & AI
- Flora Fertility — Co-Founder and CEO Laura McDonald (Nominated by Highline Beta)
Robotics, IoT, and Hardware
- Solace Power — Founder, COO and CFO Colin Ryan
Space, Mining, and Oceans
- Mission Control Space Services — Founder and CEO Ewan Reid (Nominated by GreenSky President’s Club)
- Open Ocean Robotics — Founder and CEO Julie Angus (Nominated by Spring Activator)
Supply Chain / Inventory Management
- Moselle — Founder and CEO Lakhveer Jajj (Nominated by Highline Beta, Angel One Investor Network)
Travel & Media
- The Hotel Communication Network — Founder and CEO Kevin Bidner (Nominated by Keiretsu Forum Canada)
About the Nominating Organizations

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

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

About the Moonshots Stage™

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

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

Learn more at nacosummit.com

Media Contact:

media@nacocanada.com / www.nacocanada.com

About National Angel Capital Organization (NACO)

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

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

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

Learn more at nacocanada.com

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

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

The MIL Network –
May 15, 2025
MIL-OSI NGOs: Ukraine: Establishment of the special tribunal for the crime of aggression must ensure victims-centered justice

Source: Amnesty International –

The International Federation for Human Rights (FIDH), Amnesty International, the International Commission of Jurists (the ICJ) and the undersigned organizations are encouraged by steps taken towards the establishment of the Special Tribunal for the Crime of Aggression against Ukraine by the Council of Europe Committee of Ministers, although regrettably final details on the mechanism’s legal framework, including its Statute, have not been made public. In this regard, the organizations call on the Council of Europe to urgently publish the draft Statute of the Tribunal to ensure the transparent and inclusive participation of civil society, especially victims and survivors, as the Tribunal is established and, certainly, in its proceedings.

The initiative to establish a Special Tribunal has been precipitated by Russia’s full-scale invasion of Ukraine on 24 February 2022, and the creation of the Special Tribunal is a significant step towards holding those responsible, up to the highest levels, for the crime of aggression. In its annual meeting held on 14 May in Luxembourg, the Committee of Ministers of the Council of Europe invited the Organisation’s Secretary General to lead the process for the establishment of the Special Tribunal for the Crime of Aggression against Ukraine, to be created on the basis of an agreement between the Council of Europe and Ukraine.

“The Tribunal is an important breakthrough for the international justice community and especially for the millions of Ukrainians who have been harmed by the Russian aggression”, said Oleksandra Matviichuk, FIDH Vice-President and Head of the Center for Civil Liberties. “For the court to be truly effective however, it must not become a remote and hollow entity that does not engage with the Ukrainian victims or give them access to proceedings.”

Until the draft Statute of the Tribunal is published, it is not possible to specifically comment on its contents. However, based on a recent explainer published by the Council of Europe regarding the proposed Tribunal, a number of observations can be made.

As a key preliminary observation, the organizations expect the Tribunal to be able to investigate and prosecute senior government and military leaders responsible for the crime of aggression, up to and including heads of state. In this regard, the organizations deeply regret the availability of “personal immunities”, which, according to the Council of Europe explainer, will be granted to the members of the Troika (Head of State, Head of Government and Minister for Foreign Affairs). The organizations firmly oppose the reported availability of personal immunities within the Tribunal’s legal framework. Immunity has no bearing on a person’s potential individual responsibility and the mechanism cannot allow such immunities to lead to impunity by enabling those who likely bear the most responsibility for the crime of aggression to escape prosecution. The organizations call on all stakeholders, in particular the Council of Europe and Ukraine to urgently amend the draft Statute for the Tribunal to remove the availability of personal immunities, which are not recognized by international criminal tribunals and for which there is a growing body of law and practice excluding them.

Veronika Velch, Director of Amnesty International Ukraine said: “The creation of the Special Tribunal is a step towards addressing some of the far too many accountability gaps confronting the delivery of justice for Ukrainians. It should ensure that the crime of aggression is thoroughly investigated. However, immunity goes hand in hand with impunity. In Amnesty International’s view, pursuing accountability at the highest level of Russia’s and other states’ political and military leadership must be a paramount objective of the Tribunal. Consequently, any immunity provisions which are currently in the Tribunal’s draft legal framework must be urgently removed or risk compromising future justice for victims of aggression. The Tribunal must not shy away from seeking indictments against all those who ordered, planned and implemented the crime of aggression against the people of Ukraine, including those most responsible.”

The possibility of holding trials in absentia (without the presence of the accused) also marks a regressive development from previously established international criminal tribunals. Although the Special Tribunal’s draft Statute is reported to ensure that an accused person has the right to request the reopening of proceedings if they had not previously waived their right to appear or accepted the initial judgment, the Tribunal will need to ensure any trials held in absentia respect the fair trial rights of the accused, including by effective representation by counsel even where they do not appear. In particular, trials in absentia may affect perceptions of objectivity and impartiality of trials where an accused person is not present to defend themselves. For these reasons, such trials should be avoided by the Tribunal.

We also emphasise the importance, and perception, of impartiality and independence in all investigations, prosecutions and adjudications, in line with international law and applicable European Convention on Human Rights’ standards.

“The Tribunal has to ensure complete compliance with international standards to maintain credibility,” said Kate Vigneswaran, Director of the Global Accountability Initiative at the ICJ. “Cases of aggression should normally be investigated and adjudicated by the ICC, and Rome Statute States Parties should ratify the Kampala amendment on the crime of aggression to ensure the Court’s capacity to do so.”

FIDH, Amnesty International, the ICJ and the undersigned organizations call on the international community, especially on all Council of Europe member and observer States, members of the Core Group, and international organizations, to pursue all avenues to investigate and prosecute the crime of aggression in Ukraine. To this end, cooperation by all stakeholders will be critical for effective investigations.

The organizations also underline that effective cooperation must be established between the Tribunal, the Council of Europe’s Register of Damage and the Claims Commission once established, as well as with the International Centre for the Prosecution of the Crime of Aggression against Ukraine (ICPA) and the International Criminal Court (ICC). The organizations also call on States to ratify the Ljubljana-The Hague Convention on International Cooperation in the Investigation and Prosecution of the Crime of Genocide, Crimes against Humanity, War Crimes and other International Crimes as a basis of cooperation with the Tribunal, as well as international cooperation between states.

The Special Tribunal should be able in legal and capacity terms to investigate and prosecute the crime of aggression against Ukraine. However, while the Tribunal is an important step, at the present juncture the need for comprehensive accountability for the crime of aggression requires the United Nations and the international community to continue to work towards a global and international justice response for the crime of aggression against Ukraine and other countries. Such an international mechanism should also exclude, if established under the auspices of the United Nations, the possibility of any immunity for those alleged to have committed the crime of aggression.

Victims of Russia’s aggression deserve justice now – peace must be accompanied by justice. All victims must be heard, and their rights to truth, justice and reparations must be central to all discussions and actions taken as the establishment of the Special Tribunal moves forward.

Background

Following Russia’s full-scale invasion of Ukraine in 2022, which resulted in widespread violations of international humanitarian and human rights law, the ICC has issued arrest warrants for six Russian officials, including Vladimir Putin, for war crimes and crimes against humanity. However, the ICC currently lacks jurisdiction to prosecute the crime of aggression in Ukraine.

The agreement establishing the Special Tribunal is expected to be signed by the Secretary General of the Council of Europe following the decision of the Committee of Ministers adopted on 14 May 2025. Ukraine officially requested the Council of Europe to establish a Special Tribunal for the Crime of Aggression on 14 May 2025.

MIL OSI NGO –

May 15, 2025
MIL-OSI USA: Welch Skewers Trump’s Trade Policy in Senate Finance Committee Hearing

US Senate News:

Source: United States Senator Peter Welch (D-Vermont)
WASHINGTON, D.C. – U.S. Senator Peter Welch (D-Vt.) today skewered the Trump Administration’s misguided trade policy, which has slowed economic growth, interrupted supply chains, and threatened access to markets for Vermont businesses, farms, and manufacturers.
“We’re getting hammered. Dairy is our big product, but we have a lot of vegetable growers. Our farmers get a lot of fertilizer from Canada and it’s going to go up like 25%. And I don’t care what the politics are of the farmer, whether they voted for Trump or voted for Harris—that’s a real hit, right?” asked Senator Welch. “Some of the issues, or the justification for tariffs, is to get the supply chain back here and I have some appreciation for that. But it’s not like, ‘the more we grow here, the better,’ right? We’re already doing that. We get higher costs, and that will make the markets more vulnerable. More farms will go out of business.”
Watch more here:
The Senate Finance Committee’s hearing featured testimony from representatives of the American Soybean Association, the Center for Strategic International Studies, the Semiconductor Industry Association, and AdvaMed.
This week, President Trump announced a new trade agreement with China that will temporarily reduce tariffs from 145% to 30%, while retaining several other newly imposed tariff categories. Even with this temporary reprieve, Americans still face an overall effective tariff rate of 17.8% —the highest since 1934.
Senator Welch has blasted Trump’s tariffs and trade war and shared stories from constituents about how President Trump’s economic policies have impacted their businesses, farms, and communities. Senator Welch has hosted roundtables in Stowe, Newport, St. Albans, and virtually, where he heard concerns and first-hand stories from Vermont and Canadian business leaders impacted by the trade war.

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: ICYMI: Senator Reverend Warnock Takes Fight to Protect Georgia’s Clean Energy Jobs to Savannah

US Senate News:

Source: United States Senator Reverend Raphael Warnock – Georgia

ICYMI: Senator Reverend Warnock Takes Fight to Protect Georgia’s Clean Energy Jobs to Savannah

Senator Reverend Warnock returned to his hometown to continue his public pressure campaign urging Congressional Republicans to protect clean energy tax credits fueling an expected 42,000 Georgia clean energy jobs
Senator Warnock released a comprehensive report on how Georgia risks losing up to 42,000 good-paying jobs if Washington Republicans repeal the Inflation Reduction Act’s (IRA) Clean Energy Tax Credits

Senator Warnock was instrumental in securing these clean energy tax credits which supercharged the clean energy economy and is expected to create tens of thousands of good-paying jobs in Georgia

Since the tax credits were put into place, 51 clean energy projects worth over $28 billion have come to Georgia, largely centered in rural communities
These jobs and investments are under threat from a Republican-controlled Washington

Uncertainty over the IRA’s future and its incentives could lead to billions of lost investments and thousands of lost jobs, hurting Georgia’s workers, families, and economy

ICYMI from Savannah Morning News: U.S. Senator Warnock takes fight for clean energy tax credits to Savannah

Above: Senator Reverend Warnock uplifts his new report on Georgia’s clean energy economy during a press conference in Savannah
Photo credit: Richard Burkhart, Savannah Morning News
Savannah, GA – This week, U.S. Senator Reverend Raphael Warnock (D-GA) brought the fight to protect up to 42,000 good-paying Georgia jobs to his hometown of Savannah, Georgia. The Senator continued to speak out against Congressional Republicans’ attempts to claw back clean energy tax credits, which would put thousands of jobs and billions in investments at risk.
Senator Warnock held a press conference at the Georgia Ports Authority headquarters to uplift his new report that details how Georgia risks losing up to 42,000 good-paying jobs if Washington Republicans repeal the Inflation Reduction Act’s (IRA) Clean Energy Tax Credits. The report found Georgia’s clean energy economy has led the nation following the 2022 passage of these tax credits while also providing a stark warning on the risks posed to Georgia’s clean energy jobs and project investments amid the economic uncertainty being fueled by the reckless actions and threats of the Trump administration and Congressional Republicans.
The report and Savannah press conference comes as House Republicans laid out plans on Monday to phase out clean energy tax credits, slash spending on electric vehicles and renewable energy, and claw back other climate-related funds as part of the Washington Republicans’ attempt to pass a broad tax bill that would cut federal investments in our nation’s clean energy economy, alongside other cuts across the federal government, in order to offset a tax cut for the wealthiest earners in America.
Senator Warnock’s leadership was critical in crafting and passing the landmark climate legislation in 2022. Since these tax credits were signed into law, clean energy jobs and investments exploded across the country, but nowhere was that growth more potent than in Georgia. In less than three years, clean energy businesses have announced 51 new projects worth over $28 billion in Georgia. Investment in clean energy manufacturing, including batteries, solar panels, and electric vehicles has increased by a factor of ten. All these gains are at risk if Washington Republicans repeal the Clean Energy Tax Credits.
Coverage of Senator Warnock’s Savannah press conference can be found below:
Savannah Morning News: U.S. Senator Warnock takes fight for clean energy tax credits to Savannah
U.S. Sen. Raphael Warnock took his fight to save clean energy tax credits from the Inflation Reduction Act to Savannah on Monday, holding a press conference touting the impacts of IRA credits to Georgia’s economy.
Warnock’s office released a report last week that claimed the state is at risk of losing as many as 42,000 jobs and nearly $28 billion in investment if IRA credits were cut. The senator’s push comes as the U.S. Congress works through its budget reconciliation process, where some tax credits may face repeal.
During the press conference Monday, which was held at the Georgia Ports Authority headquarters, Warnock put the onus on Georgia’s federal Republicans to fight for the credits.
“Now it’s up to Georgia’s congressional Republicans to protect these clean energy credits,” Warnock said. “Let’s choose the people over politics. Let’s choose jobs over the games that so often get played in Washington, D.C. Let’s protect these jobs and protect these investments.”
Select House Republicans sent a letter to the House Ways and Means Committee leadership in early March advocating for “targeted and pragmatic” changes to energy-related tax code. Rep. Buddy Carter, who represents Georgia’s coast and recently announced a bid for the U.S. Senate, signed onto the letter.
Warnock said Monday that he is fighting to retain all of the IRA’s credits, citing statistics from his office’s report that every $1 in federal investment from the IRA yields another $4.50 in private investment. “We ought to keep all of them,” Warnock said. “Who are we compromising with, ourselves?”
Savannah Morning News: U.S. Senator Warnock’s report says manufacturing jobs at risk if IRA is repealed
Sen. Raphael Warnock wants the entire U.S. to know that Georgia has shown that “the future is green, the future is clean.”
Unless, that is, the U.S. republican-led Congress decides to cut clean energy tax credits created by the President Joe Biden-era Inflation Reduction Act (IRA). Congress is set to go through its budget reconciliation process in coming months and Warnock has sounded the alarm with a report issued last week stating Georgia could be at risk of losing as many as 42,000 jobs and nearly $28 billion in investment if IRA credits were cut.
Warnock believes Georgia has shown his republican colleagues that the U.S. does not have to “decide between the economy and the environment, that you can work on both of those things.”
Warnock feels that his office’s report clearly outlines the consequences if the tax credits were to go away, especially for Georgia, which he called “the big winner” from the IRA.
A statement from his office’s report reads, “Overall post-IRA business investment in Georgia clean energy manufacturing has totaled nearly $16.4 billion, which is over 10 times greater than clean energy manufacturing investment in the previous two years.”
WTOC: Senator Warnock pushes back against proposed repeal of clean energy tax credit
Congressional Republicans are considering repealing Clean Energy tax credits as a part of their proposed budget package. According to a new report by Georgia Democratic Senator Raphael Warnock, nearly 42,000 jobs could be lost statewide if this happens.
“I‘m here in my hometown of Savannah, Georgia to speak out about efforts to eliminate up to 42,000 good-paying jobs right here in Georgia. That includes 7,400 jobs right here…,” said Senator Raphael Warnock. The Senator said that without them, Georgia workers, families, and the economy would all take a hit.
“It’s a job killer. It’s pure and simple. And, you know, I just hope we will center the people rather than the politics because the economics is clear,” said Senator Warnock.
Congress passed the Inflation Reduction Act in 2022. It was meant to create and expand clean energy programs statewide.
According to the senator’s report, Georgia has been the top beneficiary of the IRA’s clean energy incentives. He’s calling out his republican colleagues in Congress, who are looking to repeal these tax credits.
“Georgia Republicans have a choice to make. These credits have benefited their districts more than blue districts. And I think the people of Georgia are waiting to see if they are going to stand up for them,” said Senator Warnock.

MIL OSI USA News –

May 15, 2025

Category: Finance

Congressional Republicans’ current plan sets them up to slash hundreds of billions from Medicaid and CHIP; Lawmakers cite bipartisan support for cracking down on waste, fraud, and abuse in Medicare Advantage