Category: GlobeNewswire

  • MIL-OSI: Young people are concerned they lack the green skills to effectively act on climate change

    Source: GlobeNewswire (MIL-OSI)

    Capgemini Press contact: 
    Sereydana Oum
    Tel.: +33 6 61 42 03 59 
    Email: sereydana.oum@capgemini.com

    UNICEF Press contact:
    Anupama Saikia
    E-mail: ansaikia@unicef.org

    Young people are concerned they lack the green skills
    to effectively act on climate change

    Six in ten 16–24-year-olds globally agree that developing green skills could open up new career opportunities but less than half (44%) possess the skills required for today’s green workforce

    Paris, May 16, 2025 – The Capgemini Research Institute and UNICEF* Generation Unlimited’s report, Youth perspectives on climate: Preparing for a sustainable future’ published today, explores youth perspectives on the climate crisis. It includes their take on “green skilling” and graduating to a green job, as well as how business and government can collaborate with young people to inspire climate advocacy. The report finds that despite rising climate anxiety, a majority of young people remain hopeful that there is still time to address and fix the problems caused by climate change. Young people in both, the Global South and Global North, want to be a part of the solution, with most interested in shaping environmental policy and many interested in pursuing a green job, however the report highlights a worrying lack of requisite green skills.

    According to the research, most young people worry about climate change. Over two-thirds of youth globally say they are concerned about how climate change could affect their future, representing an increase since 2023, when a UNICEF USA survey found that 57% of youth globally experienced “eco-anxiety.”1 Youth in the Global North report higher levels of climate-related anxiety (76%) compared to their peers in the Global South (65%). A rural-urban divide is also evident, with 72% of youth living in urban and suburban areas expressing concern about climate change impacts on their future, versus 58% in rural areas.

    Young people believe there is still time to fix the problems caused by climate change
    Despite their climate anxiety, most youths believe green skills are key to a brighter future, with 61% agreeing that developing green skills2 will offer them new career opportunities. They are interested in aligning their paid employment with their climate conscious values, with slightly over half (53%) globally and almost two-thirds (64%) in the Global North interested in a green job.

    “Young people across the globe, and in particular in the US, are hyperaware of the urgent challenges posed by climate change. It’s clear that they are also eager to be part of the solution,” said Sarika Naik, Group Chief Corporate Responsibility Officer at Capgemini. “We need to help young people turn their passion into impact by investing in green skills. This report shows how critical it is that business, governments, and education leaders work together to bridge the skills gap, empower youth voices, and create pathways to meaningful green careers.”

    “Young people are architecting climate solutions. They are designing and deploying innovative solutions that respond to the climate realities their communities are facing,” said Dr. Kevin Frey, CEO, Generation Unlimited at UNICEF. “Green Rising, with its ecosystem of public and private sector partners, is supporting young people with the skills and opportunities they need to take climate action, start green companies, access green jobs and power green solutions.”

    Youth lack the necessary green skills
    Young people provide a workforce pipeline for tackling climate change, but the green transition requires a skilled workforce. According to the Organization for Economic Co-operation and Development (OECD), environmental sustainability competency relies on a strong foundation in science, an understanding of climate change, a commitment to protect the environment, the confidence to explain environmental issues, and the motivation to act sustainably3.

    However, the report finds that less than half of youth globally (44%) believe they have the green skills necessary to be successful in today’s workforce. In terms of green skills, young people in rural areas lag even further behind young people in suburban and urban areas. This percentage also differs across regions. In the Global South, around six in ten Brazilian youth say they are equipped with green skills, while only 5% of Ethiopian youth say the same.

    Since the Capgemini Research Institute’s 2023 research4, youth in several countries in the Global North have regressed in their knowledge of green skills. Among youth aged 16 to 18 in Australia, France, Germany, Japan, the UK, and the US, recycling and waste reduction remains the most commonly held green skill. But the share of youth knowledgeable about sustainable design, sustainable energy, and sustainable transportation has significantly declined since 2023. In the Global South, young people are most knowledgeable about recycling and waste reduction, energy conservation and water conservation, but least knowledgeable about climate technologies, data analysis, and sustainable design.

    The generational divide must be overcome to find solutions
    Most youth globally (71%) agree that they should have a strong influence on environmental policy and legislation. However, the majority agree that business and political leaders are not playing their part and should be contributing more to the fight against climate change. While almost two-thirds of young people feel engaged enough to want to speak with local leaders about climate action, fewer than half believe their opinions are actually heard by community leaders.

    The report urges community leaders to support young people in advancing climate solutions and green skills. According to the report, integrating green education, expanding access to training, and aligning climate goals with youth employment strategies should be part of the solution and implanted by policymakers. Whereas corporate leaders could be encouraged to co-create green job pathways, invest in youth-led initiatives, and embed young voices in CSR, ESG, and climate strategies in order to build trust and drive sustainable innovation.

    As young people seek to upskill, global movements like Green Rising aim to support 20 million young people by 2026 in taking grassroots action, offering opportunities for volunteerism, advocacy, paid work and entrepreneurship. This initiative is led by Generation Unlimited at UNICEF and supported by the public and private sector, including Capgemini.

    To read the full report: https://www.capgemini.com/insights/research-library/global-youth-and-sustainability

    Report Methodology
    The Capgemini Research Institute carried out extensive research into youth perspectives on climate change and interest in green skills and green jobs in February and March 2025. They conducted an online survey of 5,100 youth aged 16 to 24 across 21 countries in Africa, the Americas, Asia-Pacific, and Europe. This included 4,394 youth aged 18 to 24 and 706 youth aged 16 and 17 years old. For the 14% of the sample that were minors (<18 years old), they obtained parental permission from 706 parents. The majority (83%) of the youth surveyed live in the Global South (low- and middle-income countries).5 The remaining youth respondents live in the Global North or high-income countries.

    About UNICEF
    UNICEF works in some of the world’s toughest places, to reach the world’s most disadvantaged children. Across more than 190 countries and territories, we work for every child, everywhere, to build a better world for everyone.

    About Generation Unlimited
    Launched by the UN Secretary-General at the 2018 UN General Assembly, UNICEF’s Generation Unlimited is a leading global Public-Private-Youth Partnership on a mission to skill and connect the world’s 1.8 billion young people to opportunities for employment, entrepreneurship, and social impact. The partnership brings together global organisations and leaders including Heads of State, CEOs, Heads of UN agencies, and civil society champions with young people to co-create and deliver innovative solutions on a global scale.

    * UNICEF does not endorse any company, brand, product or service

    About Capgemini
    Capgemini is a global business and technology transformation partner, helping organizations to accelerate their dual transition to a digital and sustainable world, while creating tangible impact for enterprises and society. It is a responsible and diverse group of 340,000 team members in more than 50 countries. With its strong over 55-year heritage, Capgemini is trusted by its clients to unlock the value of technology to address the entire breadth of their business needs. It delivers end-to-end services and solutions leveraging strengths from strategy and design to engineering, all fueled by its market leading capabilities in AI, generative AI, cloud and data, combined with its deep industry expertise and partner ecosystem. The Group reported 2024 global revenues of €22.1 billion.
    Get The Future You Want | www.capgemini.com

    About the Capgemini Research Institute
    The Capgemini Research Institute is Capgemini’s in-house think-tank on all things digital. The Institute publishes research on the impact of digital technologies on large traditional businesses. The team draws on the worldwide network of Capgemini experts and works closely with academic and technology partners. The Institute has dedicated research centers in India, Singapore, the United Kingdom and the United States. It was ranked #1 in the world for the quality of its research by independent analysts for six consecutive times – an industry first.

    Visit us at https://www.capgemini.com/researchinstitute/


    1 UNICEF USA, “From eco-anxiety to eco-optimism, listening to a generation of resilient youth,” January 2023.
    2 Green skills refer to the hard and soft skills which help people take care of nature, stop pollution, and use resources wisely.
    3 OECD, Skills Outlook 2023: Skills for a resilient green and digital transition, November 6, 2023.
    4 CRI, Digital skills and technology in secondary education survey, March 2023
    5 Bank Group, Income Group Class, according to 2023 gross national income (GNI) per capita, calculated using the World Bank Atlas method.

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  • MIL-OSI: Black Castle Capital Partners Ltd Clarifies No Affiliation with Black Capital Partners

    Source: GlobeNewswire (MIL-OSI)

    LONDON, May 16, 2025 (GLOBE NEWSWIRE) — Black Castle Capital Partners Ltd, a London-based boutique consultancy specialising in helping companies with investor introductions across private equity, venture capital, and real estate, today issued a public clarification regarding its independent status and operations.

    The announcement follows ongoing market enquiries and online search activity that has led to confusion between Black Castle Capital Partners Ltd and another similarly named entity, Black Capital Partners. It has come to their attention that recent online searches such as “Black Castle Capital Reviews” have inadvertently associated Black Castle Capital Partners Ltd with unrelated content pertaining to Black Capital Partners, while these are entirely separate businesses with no shared ownership, leadership, or operational overlap.

    The clarification aims to support market transparency, ensure accurate information for investors and partners, and reaffirm the distinct position of Black Castle Capital Partners Ltd in the consultancy space.

    Statement from the CEO. 

     “We regret the confusion caused by this naming similarity and urge clients, partners and the public to verify information directly through our official channels. We welcome due diligence and our track record speaks for itself,” said Richard Diaz, CEO at Black Castle Capital Partners Ltd. 

    Background: Distinguishing Two Independent Companies

    Recent market enquiries have highlighted instances where Black Castle Capital Partners Ltd have been mistakenly associated with Black Capital Partners, a totally unrelated entity with separate leadership, branding, and business objectives. 

    Why the Distinction Matters 

    • Black Castle Capital Partners Ltd operates independently from Black Capital Partners and any similarly named entities. 
    • Black Castle Capital Partners Ltd is registered with Companies House Number 10635644 under UK law. 
    • Clear distinction between entities helps avoid unnecessary confusion among investors and partners.
    • Avoiding confusion helps uphold brand integrity and informed decision-making.

    About Black Castle Capital Partners Ltd 

    Black Castle Capital Partners Ltd is a boutique consultancy company based in London. The company was founded in 2017 by CEO and Founder, Richard Diaz, to provide bespoke solutions for entrepreneurs, growth-stage companies and institutional investors working alongside venture capital, private equity and strategic capital. 

    The company partners with visionary founders and disruptive businesses to unlock long-term value. 

    With a lean, hands-on approach, Black Castle Capital Partners Ltd distinguishes itself through sector-agnostic expertise, targeting high-potential opportunities in technology, real estate and emerging markets. The team offer not just help in securing capital through its introductory services but strategic guidance, network access and operational support.

    Headquartered in London, Black Castle Capital Partners Ltd prides itself on flexibility, discretion and alignment of interests with its partners, high-net-worth individuals and institutional investors. The company’s ethos revolves around building relationships ensuring each engagement is tailored to the unique ambitions of its partners.

    For Accurate Information: 

    Website: www.blackcastlecapital.co.uk 

    Contact: admin@blackcastlecapital.co.uk | +44 (0)207 099 8877 

    Address: Black Castle Capital Partners Ltd, 48 Charles Street, Mayfair, London, W1J 5EN 

    Company House registration no: 10635644

    The MIL Network

  • MIL-OSI: Annual General Meeting of 17 June 2025

    Source: GlobeNewswire (MIL-OSI)

    SOLUTIONS 30 SE (the Company) informs its shareholders that its annual general meeting (General Meeting) will be held on 17 June 2025 at 2:30 p.m. (Luxembourg time) at Sofitel Luxembourg Europe, 6 rue du Fort Niedergruenewald, L-2226 Kirchberg, Luxembourg. The General Meeting will be video broadcasted live, through the Company’s website.

    The convening notice (Convening Notice) detailing the agenda of the General Meeting was published in the Recueil Electronique des Sociétés et Associations (RESA) as well as in the Tageblatt, on 16 May 2025. The procedures for voting at this General Meeting are set out in the Convening Notice.

    This Convening Notice together with all ancillary documents and preparatory information relating to the General Meeting are available to shareholders on the Company’s website at https://solutions30.com/general-meeting/ where they can be consulted and downloaded.

    For any further information, please:

    • visit the Investor Relations / General Meetings section of the website: https://www.solutions30.com where all relevant documents are available,
    • or contact the Company by email at the following address: investor.relations@solutions30.com.


    About Solutions30 SE

    Solutions30’s mission is to make the technological developments that are transforming our daily lives accessible to everyone, individuals and businesses alike, especially with regard to the digital transformation and the energy transition. With its network of more than 16,000 technicians, Solutions30 has completed over 65 million call-outs since its inception and led over 500 renewable energy projects with a combined maximum output surpassing 1800 MWp. Every day, Solutions30 is doing its part to build a more connected and sustainable world. Solutions30 has become an industry leader in Europe with operations in 10 countries: France, Italy, Germany, the Netherlands, Belgium, Luxembourg, Spain, Portugal, the United Kingdom, and Poland. The capital of Solutions30 SE consists of 107,127,984 shares, equal to the number of theoretical votes that can be exercised. Solutions30 SE is listed on the Euronext Paris exchange (ISIN FR0013379484- code S30). Indices : CAC Mid & Small | CAC Small | CAC Technology | Euro Stoxx Total Market Technology | Euronext Tech Croissance.

    Visit our website to learn more: www.solutions30.com

    Contact

    Individual Shareholders:

    actionnaires@solutions30.com – Tel: +33 1 86 86 00 63

    Analysts/Investors:
     
    investor.relations@solutions30.com

    Press – Image 7:
    Charlotte Le Barbier – Tel: +33 6 78 37 27 60 – clebarbier@image7.fr

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  • MIL-OSI: Richemont publishes FY25 Annual Report and Accounts

    Source: GlobeNewswire (MIL-OSI)

    AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR
    16 MAY 2025

    RICHEMONT PUBLISHES FY25 ANNUAL REPORT AND ACCOUNTS

    Richemont has today published its Annual Report and Accounts for the year ended 31 March 2025.

    The Annual Report includes the Chairman’s review to shareholders, the annual consolidated and statutory financial statements, and the corresponding audit reports. It reflects the information provided in Richemont’s full-year 2025 results announcement issued today.

    Richemont expects to publish the combined Annual Report with the Compensation Report, the Corporate Governance Report and the Business review for the year ended 31 March 2025, on 5 June 2025. At that time, it will also publish the Group’s Non-Financial Report 2025.

    The Annual Report is available for download on the Company’s website at
    https://www.richemont.com/media/ue1bjrjv/richemont-fy25-annual-report-en.pdf.  

    About Richemont

    At Richemont, we craft the future. Our unique portfolio includes prestigious Maisons distinguished by their craftsmanship and creativity. Richemont’s ambition is to nurture its Maisons and businesses and enable them to grow and prosper in a responsible, sustainable manner over the long term.

    Richemont operates in three business areas: Jewellery Maisons with Buccellati, Cartier, Van Cleef & Arpels and Vhernier; Specialist Watchmakers with A. Lange & Söhne, Baume & Mercier, IWC Schaffhausen, Jaeger-LeCoultre, Panerai, Piaget, Roger Dubuis and Vacheron Constantin; and Other, primarily Fashion & Accessories Maisons with Alaïa, Chloé, Delvaux, dunhill, G/FORE, Gianvito Rossi, Montblanc, Peter Millar, Purdey, Serapian as well as Watchfinder & Co. Find out more at https://www.richemont.com/.

    Richemont A shares are listed on the SIX Swiss Exchange, Richemont’s primary listing, and are included in the Swiss Market Index (‘SMI’) of leading stocks. Richemont A shares are listed on the Johannesburg Stock Exchange, Richemont’s secondary listing. 

    Investor/analyst and media enquiries
    +41 22 721 3003 (investor relations)
    Investor.relations@cfrinfo.net
    +41 22 721 3507 (media)
    pressoffice@cfrinfo.net
    richemont@teneo.com

      
    Click here for a printer-friendly version in English (PDF)

    The MIL Network

  • MIL-OSI: Richemont posts robust performance for the year ended 31 March 2025

    Source: GlobeNewswire (MIL-OSI)

    AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR
    16 MAY 2025

    Please find below the Highlights and Chairman’s commentary from Richemont FY25 Annual Results Announcement.

    RICHEMONT POSTS ROBUST PERFORMANCE FOR THE YEAR ENDED 31 MARCH 2025

    Group highlights

    • Group sales at € 21.4 billion; Q4 sales up 8% (+7% constant) with Jewellery Maisons up at double digits
    • Operating profit at € 4.5 billion including € 72 million of non-recurring costs 
    • Sustained focus on nurturing Maisons’ growth, investing in distribution, manufacturing assets and craftsmanship  
    • Renewed executive leadership, with appointment of Group CEO and expansion of Senior Executive Committee expertise to include Van Cleef & Arpels and Cartier CEOs, as well as dedicated Group Chief People Officer
    • Completion of key strategic steps, with the addition of Italian jewellery Maison Vhernier and the finalisation of the sale of YNAP to Mytheresa in April 2025; Richemont now holds a 33% stake in newly created LuxExperience  

    Financial highlights

    • Full year sales up 4% at actual and constant exchange rates, led by high single-digit increase at Jewellery Maisons 
    • Double-digit growth across all regions, except for Asia Pacific, further rebalancing the Group’s regional mix
    • Operating profit down by 7%, or by 4% at constant exchange rates, resulting in a 20.9% operating margin
      • Strong performance at Jewellery Maisons, with sales up 8% at actual and constant exchange rates; operating margin at 31.9%
      • Sales at Specialist Watchmakers lower by 13% at actual and constant exchange rates, leading to a 5.3% operating margin
      • ‘Other’ business area’s sales up 7% at actual and constant exchange rates, operating margin at -3.7%; Fashion & Accessories Maisons margin impacted by inventory provisioning
    • € 3.8 billion profit for the year from continuing operations; € 1.0 billion loss from discontinued operations mainly due to the non-cash write-down of YNAP (improved against € 1.3 billion communicated in H1)
    • Robust net cash position of € 8.3 billion, supported by € 4.4 billion cash flow generated from operating activities
    • Proposed increase in dividend to CHF 3.00 per 1 ‘A’ share / 10 ‘B’ shares

    Key financial data (audited)

      2025 2024 change
    Sales € 21 399 m € 20 616 m +4%
    Gross profit € 14 319 m € 14 036 m +2%
    Gross margin 66.9% 68.1% -120 bps
    Operating profit € 4 467 m € 4 794 m -7%
    Operating margin 20.9% 23.3% -240 bps
    Profit for the year from continuing operations € 3 762 m € 3 818 m -1%
    Loss for the year from discontinued operations € (1 012) m € (1 463) m  
    Profit for the year € 2 750 m € 2 355 m  
    Earnings per ‘A’ share/10 ‘B’ shares, diluted basis € 4.671 € 4.077   
    Cash flow generated from operating activities € 4 443 m € 4 696 m -€ 253 m
    Net cash position € 8 257 m € 7 450 m  

    Chairman’s commentary

    Overview of results
    Richemont delivered a robust performance for the financial year ended 31 March 2025. In a persistently uncertain macroeconomic and geopolitical environment, we maintained our focus on nurturing Maisons’ current and future growth, investing in our distribution network, manufacturing assets and quality craftsmanship. Group sales increased by 4% at actual and constant exchange rates to € 21.4 billion, led by high single-digit growth at the Jewellery Maisons over the year. Operating profit came in at € 4.5 billion, down by 7% at actual rates, or by 4% at constant exchange rates.

    After a resilient first half, sales performance accelerated in the second part of the year, with a 10% rise in the third quarter followed by +8% in the fourth quarter at actual exchange rates. Over the year, most regions grew at double digits at both actual and constant exchange rates, more than offsetting the decline in Asia Pacific, led by China, illustrating the value of our balanced regional footprint. Notable growth rates included Europe at +10%, the Americas at +16%, Japan at +25% and Middle East & Africa at +15% at actual exchange rates. Direct to client sales rose further driven by both retail and online, overall representing 76% of Group sales.

    Our Jewellery Maisons – Buccellati, Cartier, Van Cleef & Arpels and Vhernier since October – saw their sales reach € 15.3 billion, growing by 8% at actual and constant exchange rates. This sales increase, combined with disciplined operating costs and targeted price increases, helped mitigate the impact of higher raw materials costs, notably gold, on our profitability. Our Jewellery Maisons delivered a € 4.9 billion operating result, up 4% versus the prior year, corresponding to a solid margin at close to 32%.

    As discussed in our first half report in November, the global watch market experienced a slowdown affecting volumes. This was led by demand weakness in China, with greater resilience of high-end price segments. While the watch market remained subdued in the second half, some improvement was visible outside of China. In this challenging context, our Specialist Watchmakers reported a 13% decline in sales at actual and constant exchange rates over the year, impacted by their high exposure to Asia Pacific, particularly to China, while the other regions showed resilience. The rate of decline was softer in the second half of the year, with notable growth in the Americas. While the Maisons demonstrated discipline on operating expenses, the overall decline in sales had a significant impact on production and fixed operating costs absorption. In addition, with our headquarters and most of our production located in Switzerland, the strengthening Swiss franc weighed on our operating result. Consequently, the Specialist Watchmakers’ operating result was down to € 175 million for the year, corresponding to a 5.3% margin.

    Sales at our ‘Other’ business area reached € 2.8 billion, an increase of 7% at actual and constant exchange rates, underpinned by faster growth in the second half. All regions other than Asia Pacific grew, with notable double-digit performances in the Americas, Europe and Middle East & Africa. Alaïa recorded another year of strong growth, and Peter Millar maintained its solid momentum. Overall, ready-to-wear sales rose by double-digits across the Maisons, with notably an encouraging performance from Chloé. Operating result was a € 102 million loss for the year, resulting in a margin of -3.7%. Within this, Fashion & Accessories Maisons posted a -2% operating margin when excluding targeted inventory provisioning.

    At Group level, operating profit came in at € 4.5 billion, including € 72 million of non-recurring charges. Operating margin was 20.9%.

    Profit for the year from continuing operations reached € 3.8 billion, down by 1%. The overall profit for the year amounted to € 2.8 billion, up 17%, after taking into account a € 1.0 billion loss for the year from discontinued operations, primarily reflecting the write-down of the carrying value of YOOX NET-A-PORTER (‘YNAP’) assets in the context of the sale to Mytheresa.

    The Group maintained a robust balance sheet, with a net cash position of € 8.3 billion at year end, up € 807 million versus the prior year. It excludes YNAP’s net cash position of € 0.2 billion presented as assets and liabilities of disposal group held for sale.

    Strengthening of our operations and portfolio of Maisons
    We are delighted to have welcomed Italian jewellery Maison Vhernier as part of Richemont’s Jewellery portfolio during the year. Vhernier is renowned for the distinctive modern aesthetic of its creations, and we are now working on the Maison’s integration and development to ensure that its full potential can be realised over time, as we have effectively been doing with our Italian high-end shoe Maison Gianvito Rossi which celebrated its first anniversary as part of our Fashion & Accessories (‘F&A’) portfolio with a very encouraging performance.

    It is also a pleasure to report that G/FORE, previously under Peter Millar’s umbrella since its acquisition in 2018, was added to Richemont’s F&A portfolio as a distinct Maison in February 2025. This marks a significant milestone for the Maison, whose products are sold in top golf shops, resorts, department stores and dedicated retail boutiques, reflecting its remarkable success to date.

    On 1 June 2024, Nicolas Bos, formerly Chief Executive Officer (‘CEO’) of Van Cleef & Arpels, was appointed CEO of Richemont and joined the Senior Executive Committee (‘SEC’), with direct oversight of all the Maisons, functions and regions. On 14 February 2025, the SEC was further strengthened with the appointments of Marie-Aude Stocker as Chief People Officer, alongside Catherine Rénier (CEO, Van Cleef & Arpels) and Louis Ferla (CEO, Cartier). Marie-Aude’s extensive background in luxury HR will be important to address our strategic resource management needs, while Catherine and Louis bring invaluable operational insights from their respective leadership roles.

    Following his appointment as CEO of Specialist Watchmaker Maison Jaeger-LeCoultre, Jérôme Lambert stepped down from the SEC and the Board of Directors, whilst Boet Brinkgreve, CEO of Laboratoire de Haute Parfumerie et Beauté, stepped down from the SEC when leaving the Group at the end of April 2025.

    YOOX NET-A-PORTER (‘YNAP’) 

    The closing of the transaction for the sale of 100% of YNAP to leading luxury multi-brand digital group Mytheresa occurred just outside of our FY25 reporting period, on 23 April 2025, following fulfilment of customary conditions, including regulatory approvals.

    At transaction closing, Richemont sold YNAP to Mytheresa with a cash position of € 555 million and no financial debt in exchange for shares issued by Mytheresa representing 33% of the fully diluted share capital of the newly combined group which has been listed under the new trade name LuxExperience from 1 May 2025. As per the terms of the agreement, Richemont provided a € 100 million revolving credit facility to finance YNAP’s corporate needs.

    We look forward to LuxExperience’s future success, as the closing of the transaction paves the way for both the Mytheresa and YNAP teams, their brand partners and clients alike to fully benefit from the enhanced value propositions and expanded global reach offered by the combined businesses.

    Dividend

    Based upon the performance of the year and net cash position of € 8.3 billion at the end of March 2025, the Board proposes to pay an ordinary dividend of 3.00 Swiss francs per 1 ‘A’ share (and CHF 0.30 per ‘B’ share), a 9% increase in the ordinary dividend over the prior year, subject to shareholder approval at the Annual General Meeting (‘AGM’) on 10 September 2025.

    Annual General Meeting and Board changes

    The 2024 AGM in September saw Nicolas Bos, CEO of Richemont, elected as Executive Director of the Board, and Gary Saage as Non-executive Director, assuming the role of Chairman of the Audit Committee from Josua (Dillie) Malherbe.

    Shareholders also re-elected Wendy Luhabe as the ‘A’ shareholders’ representative and all Board members who stood for re-election for a further one-year term. Bram Schot succeeded Dillie as Non-executive Deputy Chairman of the Board and following the departure of Maria Ramos and Clay Brendish on 31 March, succeeded Clay as Chairman of the Compensation Committee.

    Once again, I would like to express my gratitude to Dillie for his contributions as Non-executive Deputy Chairman of the Board and Chairman of the Audit Committee and for accepting to remain on the Audit and Strategic Security Committees, and to Maria and Clay for their invaluable contributions in their respective roles over the years.

    As indicated in the 2022 Annual Report, recognising shareholder expectations, we decided at the time to initiate a comprehensive tender process for our external audit function under the supervision of the Audit Committee. Having carefully considered the results of the tender, on 29 November 2024 we announced that the Audit Committee had recommended to the Board to propose to shareholders that KPMG be appointed as the new auditors of the Company for the financial year ending 31 March 2026 at the next AGM in September 2025.

    Concluding remarks

    Fiscal Year 2025 was a year of progress underscoring the Group’s strategic focus amidst a complex, fast-evolving global landscape. Whilst our Specialist Watchmakers’ performance mostly reflected weakness in their largest region, the Group’s performance was robust overall, driven by remarkable growth at our Jewellery Maisons and retail, and improved momentum at our ‘Other’ activities.

    We continued to invest in future growth by further strengthening our distribution network, enhancing our manufacturing capacity, and contributing to the nurturing and preservation of unique artisan skills. We also delivered on several strategic fronts, successfully completing the acquisition of Vhernier, and enabling Gianvito Rossi to further expand its brand globally, after having joined the Group last year. We are also pleased to have found a good home for YNAP, whose strengths Mytheresa will harness to create a new global leader in digital luxury.

    With a renewed leadership team and governance structure, the completion of seamless management transitions across several Maisons, and our teams of talented professionals committed to creativity and innovation, we are well-positioned to guide Richemont through its next phase of development.

    As I have said before, ongoing global uncertainties will continue to require strong agility and discipline. Richemont has solid foundations for sustained value creation over time, built upon our leading Maisons’ unique heritage and innovative craftsmanship, coupled with an increasingly balanced and tailored regional presence that allows us to better connect with and enchant clients. Our long-term perspective, underpinned by a healthy balance sheet, constitutes a proven formula that has delivered seven-fold sales growth over the past 25 years, and remains central to our strategy.

    Our achievements this year would not have been possible without the unwavering dedication of our teams and the invaluable collaboration of our partners. I would like to extend my deepest gratitude to each of them for their significant contributions to Richemont’s success. I also wish to take this opportunity to thank our valued clients for their enduring trust and appreciation for the distinctive character and timeless appeal of our Maisons’ creations.

    Johann Rupert
    Chairman

    Compagnie Financière Richemont SA

    About Richemont 

    At Richemont, we craft the future. Our unique portfolio includes prestigious Maisons distinguished by their craftsmanship and creativity. Richemont’s ambition is to nurture its Maisons and businesses and enable them to grow and prosper in a responsible, sustainable manner over the long term.

    Richemont operates in three business areas: Jewellery Maisons with Buccellati, Cartier, Van Cleef & Arpels and Vhernier; Specialist Watchmakers with A. Lange & Söhne, Baume & Mercier, IWC Schaffhausen, Jaeger-LeCoultre, Panerai, Piaget, Roger Dubuis and Vacheron Constantin; and Other, primarily Fashion & Accessories Maisons with Alaïa, Chloé, Delvaux, dunhill, G/FORE, Gianvito Rossi, Montblanc, Peter Millar, Purdey, Serapian as well as Watchfinder & Co. Find out more at https://www.richemont.com/.

    Disclaimer

    This document contains forward-looking statements as that term is defined in the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance. Richemont’s forward-looking statements are based on management’s current expectations and assumptions regarding the Company’s business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop and a decline in consumer traffic could have a negative effect on our comparable store sales and/or average sales per square foot and store profitability resulting in impairment charges, which could have a material adverse effect on our business, results of operations and financial condition. Reduced travel resulting from economic conditions, retail store closure orders of civil authorities, travel restrictions, travel concerns and other circumstances, including disease epidemics and other health-related concerns, could have a material adverse effect on us, particularly if such events impact our customers’ desire to travel to our retail stores. International conflicts or wars, including resulting sanctions and restrictions on importation and exportation of finished products and/or raw materials, whether self-imposed or imposed by international countries, non-state entities or others, may also impact these forward-looking statements. If international tariffs are imposed or increased, materials and goods that Richemont imports may face higher prices, which could lead to reduced margins or increased prices that could cause decreased consumer demand. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside the Group’s control. Richemont does not undertake to update, nor does it have any obligation to provide updates of, or to revise, any forward-looking statements.

    © Richemont 2025

    This announcement does not contain full details and should not be used as a basis for any investment decision in relation to the Company’s shares. Please find the full announcement available in PDF below: 

    Richemont FY25 Annual Results PDF EN | Richemont FY25 Annual Results PDF FR (abridged)

    The MIL Network

  • MIL-OSI: General Meeting of 15 May 2025

    Source: GlobeNewswire (MIL-OSI)

    PRESS RELEASE

    General Meeting of 15 May 2025

    Evry, 16 May 2025 – 07:30 a.m.: The term of office of Mrs. Corinne Granger, Chairwoman of the Board of Directors, has expired, and its renewal was not submitted to a vote by the shareholders. The Board would like to thank Mrs Corinne Granger for her commitment to Global Bioenergies. Mr Marc Delcourt, already Chief Executive Officer of the Company, was appointed Chairman of the Board of Directors at the Board meeting held after the Annual General Meeting.

    About GLOBAL BIOENERGIES

    As a committed player in the fight against global warming, Global Bioenergies has developed a unique process to produce SAF and e-SAF from renewable resources, thereby meeting the challenges of decarbonising air transport. Its technology is one of the very few solutions already certified by ASTM. Its products also meet the high standards of the cosmetics industry, and L’Oréal is its largest shareholder with a 13.5% stake. Global Bioenergies is listed on Euronext Growth in Paris (FR0011052257 – ALGBE).

    Contacts

    Attachment

    The MIL Network

  • MIL-OSI: RUBIS: Request to add resolutions to the agenda of the general meeting on 12 june 2025, by Compagnie Nationale de Navigation

    Source: GlobeNewswire (MIL-OSI)

    Paris, 16 May 2025, 7:45am

    Rubis announces that on 15 May 2025, it received a request from Compagnie Nationale de Navigation to add two draft resolutions to the agenda. These resolutions pertain to the appointment of Mr. Patrick Molis and Mrs. Anne Lauvergeon as members of the Supervisory Board for a term of three years.

    The Management Board welcomes the candidacies of Mr. Patrick Molis and Mrs. Anne Lauvergeon, initiated by Compagnie Nationale de Navigation, a shareholder holding more than 9% of Rubis’ share capital. Mr. Patrick Molis has expressed, during various exchanges with the Company, his willingness to engage in a constructive dialogue.

    The Supervisory Board of Rubis will meet on 21 May 2025 to review these requests and will issue an opinion on them.

    These additional requests will be available on the Rubis website and will be included in the agenda under the conditions provided by law.

    Media Relations Contact
    RUBIS – Communication Department RUBIS – Legal Department
    Email : presse@rubis.fr Tel. : + 33 (0)1 44 17 95 95

    Attachment

    The MIL Network

  • MIL-OSI: TruGolf Reports First Quarter 2025 Financial Results Q1 2025 Sales Grow 7.5% Over Q1 2024

    Source: GlobeNewswire (MIL-OSI)

    Salt Lake City, Utah, May 15, 2025 (GLOBE NEWSWIRE) — TruGolf Holdings, Inc. (NASDAQ: TRUG), a leading provider of golf simulator software and hardware, announced today its first quarter 2025 results.  The Company reported sales of $5.4 million, up 7.5% compared to 2024 first quarter sales of $5.0 million. Net losses doubled to ($2.6) million for 2025’s first quarter, versus a net loss of ($1.3) million in the 2024 period, driven largely by recognition of interest expenses associated with the conversion of convertible notes in the period.  EPS for 2025’s first quarter was ($0.09), an improvement from 2024’s ($0.22) loss per share. 

    Chief Executive Officer and Director Chris Jones said, “2025 got off to a solid start and we expect the sales cadence to improve over the course of the year, driven by new product introductions. Management’s attention has also focused on addressing the previously reported Nasdaq listing deficiencies.  The Company has announced a plan that will significantly reduce debt on its balance sheet and increase shareholder equity.  This plan has been presented at a Nasdaq Listing Qualifications hearing on May 15th and we expect to receive their determination in the near term.” 

    Mr. Jones continued, “We look forward to further growth in the business as we continue to innovate in creating the best virtual golf ecosystem in the market.  We expect the first franchise locations to open over the next 90 days, with the associated delivery of TruGolf hardware and software solutions.  We are optimistic that new products expected to launch in the coming months will be well received.”

    Operations:

    Gross margin for 2025’s first quarter improved to 68.0% as compared to 61.0% in 2024’s quarter.  2025’s loss from operations was 30.7% higher at ($1.2) million as compared to ($0.9) million in 2024.  2025 operating expenses increased by 22.5% or $0.9 million, driven by higher SG&A costs arising from higher third-party installation expenses, increased marketing costs and higher professional fees.  

    Interest expense jumped by $1.1 million as $1.7 million in principal amount of convertible notes and their$1.1 million associated accrued and make-whole interest converted to shares and their full interest costs were recognized in the conversion period.  Cash flow used in operations was approximately $0.5 million in the first quarter of 2025, versus generation of $2.7 million in 2024’s quarter, with the difference resulting from a growth in inventory in the 2025 period, as well as the greater net loss for the period. 

    Disclaimer on Forward Looking Statements

    This news release contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements that are not of historical fact constitute “forward-looking statements” and accordingly, involve estimates, assumptions, forecasts, judgements and uncertainties.  Forward-looking statements include, without limitation, the timing of new franchise openings during 2025. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including ”believes,” ”estimates,” ”anticipates,” ”expects,” ”plans,” ”projects,” ”intends,” ”potential,” ”may,” ”could,” ”might,” ”will,” ”should,” ”approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors. Any forward-looking statements contained in this release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website, www.sec.gov

    About TruGolf:

    Since 1983, TruGolf has been passionate about driving the golf industry with innovative indoor golf solutions. TruGolf builds products that capture the spirit of golf. TruGolf’s mission is to help grow the game by attempting to make it more Available, Approachable, and Affordable through technology – because TruGolf believes Golf is for Everyone. TruGolf’s team has built award-winning video games (“Links”), innovative hardware solutions, and an all-new e-sports platform to connect golfers around the world with E6 CONNECT. Since TruGolf’s beginning, TruGolf has continued to attempt to define and redefine what is possible with golf technology.

    TRUGOLF HOLDINGS, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS

        March 31,     December 31,  
        2025     2024  
           (Unaudited)          
    ASSETS                
                     
    Current Assets:                
    Cash and cash equivalents   $ 10,515,820     $ 8,782,077  
    Restricted cash     2,100,000       2,100,000  
    Accounts receivable, net     1,579,614       1,399,153  
    Inventory, net     3,852,977       2,349,345  
    Prepaid expenses and other current assets     189,961       116,619  
    Other current assets           45,737  
    Total Current Assets     18,238,372       14,792,931  
                     
    Property and equipment, net     192,711       143,852  
    Capitalized software development costs, net     1,710,652       1,540,121  
    Right-of-use assets     545,915       634,269  
    Other long-term assets     31,023       31,023  
                     
    Total Assets   $ 20,718,673     $ 17,142,196  
                     
    LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                     
    Current Liabilities:                
    Accounts payable   $ 2,563,454     $ 2,819,703  
    Deferred revenue     4,141,790       3,113,010  
    Notes payable, current portion     10,148       10,001  
    Notes payable to related parties, current portion     2,937,000       2,937,000  
                     
    Line of credit, bank     802,738       802,738  
    Dividend notes payable     4,023,923       4,023,923  
    Accrued interest     565,402       661,376  
    Accrued and other current liabilities     2,823,067       999,307  
    Accrued and other current liabilities – assumed in Merger     45,008       45,008  
    Lease liability, current portion     296,291       363,102  
    Total Current Liabilities     18,208,821       15,775,168  
                     
    Non-current Liabilities:                
    Notes payable, net of current portion     7,137       9,732  
    Note payables to related parties, net of current portion     624,000       624,000  
                     
    PIPE loan payable, net     5,165,893       4,068,953  
    Gross sales royalty payable     1,000,000       1,000,000  
    Lease liability, net of current portion     278,071       305,125  
                     
    Total Liabilities     25,283,922       21,782,978  
                     
    Commitments and Contingencies                
                     
    Stockholders’ Deficit:                
    Preferred stock, $0.0001 par value, 10 million shares authorized; zero shares issued and outstanding, respectively            
    Common stock, $0.0001 par value, 100,000,000 shares authorized:                
    Common stock – Series A, $0.0001 par value, 90 million shares authorized; 29,184,965 and 26,120,545 shares issued and outstanding, respectively     2,918       2,612  
    Common stock – Series B, $0.0001 par value, 10 million shares authorized; 1,716,860 and 1,716,860 shares issued and outstanding, respectively     172       172  
                     
    Treasury stock at cost, 4,692 shares of common stock held, respectively     (2,037,000 )     (2,037,000 )
    Additional paid-in capital     21,294,479       18,548,931  
    Accumulated deficit     (23,825,818 )     (21,155,496 )
                     
    Total Stockholders’ Deficit     (4,565,249 )     (4,640,781 )
                     
    Total Liabilities and Stockholders’ Deficit   $ 20,718,673     $ 17,142,196  


    TRUGOLF HOLDINGS, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)

        For the     For the  
        Three Months Ended     Three Months Ended  
        March 31, 2025     March 31, 2024  
                 
    Revenue, net   $ 5,389,230     $ 5,012,022  
    Cost of revenue     1,726,199       1,959,023  
    Total gross profit     3,663,031       3,052,999  
                     
    Operating expenses:                
    Royalties     225,320       329,888  
    Salaries, wages and benefits     1,946,816       1,841,595  
    Selling, general and administrative     2,725,119       1,825,201  
    Total operating expenses     4,897,255       3,996,684  
                     
    Loss from operations     (1,234,224 )     (943,685 )
                     
    Other (expenses) income:                
    Interest income     54,596       30,587  
    Interest expense     (1,490,694 )     (384,854 )
    Loss on investment           (3,912 )
    Total other expense     (1,436,098 )     (358,179 )
                     
    Loss from operations before provision for income taxes     (2,670,322 )     (1,301,864 )
                     
    Provision for income taxes            
    Net loss   $ (2,670,322 )   $ (1,301,864 )
                     
    Net loss per common share Series A – basic and diluted   $ (0.09 )   $ (0.22 )
    Net loss per common share Series B – basic and diluted   $ (1.56 )   $ (1.14 )
                     
    Weighted average shares outstanding Series A – basic and diluted     28,461,277       5,994,704  
    Weighted average shares outstanding Series B – basic and diluted     1,716,860       1,144,573  


    TRUGOLF HOLDINGS, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)

        For the     For the  
        Three Months Ended     Three Months Ended  
        March 31, 2025     March 31, 2024  
                 
    Cash flows from operating activities:                
    Net loss   $ (2,670,322 )   $ (1,301,864 )
    Adjustments to reconcile net loss to net cash used in operating activities:                
    Depreciation and amortization     115,300       36,105  
    Amortization of convertible notes discount     231,940       947  
    Amortization of right-of-use asset     88,354       82,454  
    Change in OCI           1,662  
    Stock issued for make good provisions on debt conversion     1,087,513        
    Stock options issued to employees     3,341        
    Changes in operating assets and liabilities:                
    Accounts receivable, net     (180,461 )     468,422  
    Inventory, net     (1,503,632 )     (216,569 )
    Prepaid expenses     (73,342 )     200,278  
    Other current assets     45,737       2,478,953  
    Accounts payable     (256,248 )     1,146,347  
    Deferred revenue     1,028,780       90,524  
    Accrued interest payable     (95,974 )     82,759  
    Accrued and other current liabilities     1,823,760       (321,090 )
    Lease liability     (93,865 )     (80,311 )
    Net cash provided by (used in) operating activities     (449,119 )     2,668,617  
                     
    Cash flows from investing activities:                
    Purchases of property and equipment     (64,159 )     (332,342 )
    Capitalized software, net     (270,531 )      
    Net cash used in investing activities     (334,690 )     (332,342 )
                     
    Cash flows from financing activities:                
    Proceeds from PIPE loans, net of discount     2,520,000       4,320,000  
    Cash acquired in Merger           103,818  
    Increase in other liabilities           18,545  
    Costs of Merger paid from PIPE loan           (2,082,787 )
    Repayments of line of credit           (1,980,937 )
    Repayments of liabilities assumed in Merger           (15,716 )
    Repayments of notes payable     (2,448 )     (2,295 )
    Repayments of notes payable – related party           (268,500 )
    Net cash provided by financing activities     2,517,552       92,128  
                     
    Net change in cash , cash equivalents and restricted cash     1,733,743       2,428,403  
                     
    Cash, cash equivalents and restricted cash – beginning of year     10,882,077       5,397,564  
                     
    Cash, cash equivalents and restricted cash – end of year   $ 12,615,820     $ 7,825,967  
                     
    Supplemental cash flow information:                
    Cash paid for:                
    Interest   $ 108,993     $ 302,095  
    Income taxes   $     $  
    Non-cash investing and financing activities:                
    PIPE note principal converted to Class A Common Stock   $ 1,655,000     $  
    Notes payable assumed in Merger   $     $ 1,565,000  
    Accrued liabilities assumed in Merger   $     $ 310,724  
    Remeasurement of common stock exchanged/issued in Merger   $     $ (1,875,724 )

    The MIL Network

  • MIL-OSI: BFCM – Issuer Call Notice – SERIES 85 (ISIN CODE XS0207764712)

    Source: GlobeNewswire (MIL-OSI)

    Issuer Call Notice

    15 May, 2025

    To :
    1. BNP Paribas, as (the “Fiscal Agent, Principal Paying Agent and Listing Agent in Luxembourg’’);
    2. Paying Agent and Listing Agent in the Netherlands;
    3. The Noteholders of the below mentioned Notes;
    4. Luxembourg Stock Exchange; and
    5. Euronext Amsterdam.

    Dear Sirs,

    Banque Fédérative du Crédit Mutuel
    € 750,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes (the “Notes”)

    (ISIN Code: XS0207764712)

    Banque Fédérative du Crédit Mutuel is the issuer (the Issuer) of the Notes.

    In accordance with the terms and conditions of the Notes (the ‘’Conditions’’), the Issuer hereby gives notice that it is exercising in whole its right to call the Notes pursuant to the Issuer General Call Option under Conditions 6. (i) of the Annex 1 to the Listing Particulars (“Issuer Call Option”) of the Notes.

    We, the Issuer, instruct you as Fiscal Agent, to authorise the Central Securities Depository to cancel the Notes redeemed on 16 June, 2025 (“Optional Redemption Date”).

    For the purposes of the Issuer Call:

    (i) the Issuer Call Date will be 16 June, 2025; and
    (ii) the Optional Redemption Amount(s) or Early Redemption Amount: EUR 1,000 per Denomination.

    Unless otherwise defined in this notice, capitalised terms used in this notice shall have the meaning given to them in the Listing Particulars dated 14 December, 2004, as applicable, relating to the Notes.

    Yours faithfully,

    For and on behalf of

    Banque Fédérative du Crédit Mutuel

    By: Eric CUZZUCOLI

    Duly authorised

    Attachment

    The MIL Network

  • MIL-OSI: Arias Resource Capital Fund II L.P. and Arias Resource Capital Fund II (Mexico) L.P. Sale of Common Shares of Sierra Metals Inc.

    Source: GlobeNewswire (MIL-OSI)

    For dissemination in Canada and over Canadian news services only

    TORONTO, May 15, 2025 (GLOBE NEWSWIRE) — On May 14, 2025 Arias Resource Capital Fund II L.P. (“ARCF II”) and Arias Resource Capital Fund II (Mexico) L.P. (“ARCF II Mexico”, and together with ARCF II, the “ARC Funds”) sold a total of 19,538,423 Common Shares of Sierra Metals Inc. (“Sierra”) at a price of USD$0.81 per share for an aggregate consideration of USD$15,826,122.63.

    The ARC Funds ceased to exercise control or direction over, directly or indirectly, more than 10% of the issued and outstanding Common Shares of Sierra.

    This news release has been disseminated in accordance with the early warning requirements of Canadian provincial securities laws.

    For further information or a copy of the related early warning repot, please contact: J. Alberto Arias, Director, phone: 305-913-5400

    The dissemination of this release in the United States or to any United States news service may constitute a violation of U.S. securities laws.

    The MIL Network

  • MIL-OSI: River Valley Community Bank Builds Experienced Banking Team in Roseville

    Source: GlobeNewswire (MIL-OSI)

    YUBA CITY, Calif., May 15, 2025 (GLOBE NEWSWIRE) — River Valley Community Bancorp (OTC Markets: RVCB) is pleased to announce the formation of an experienced banking team for its new Roseville branch. This group of skilled banking professionals adds to an existing experienced team, all of which are ready to deliver the kind of personalized, full-service community banking that local businesses throughout Placer County deserve.

    The Roseville team embodies River Valley Community Bank’s promise of banking done differently – where relationships matter, decisions happen locally, and every action is taken with an absolute focus on client success.

    “Our approach in Roseville centers on building long-standing relationships with our clients through personalized service and tailored financial solutions,” said Steve Berry, Senior Vice President / Head of Commercial Banking. “The Roseville team has the experience and expertise to carry out that mission — and we believe that’s what community banking is all about.”

    The Roseville branch brings together exceptional talent with a passion for community banking:

    • Andrew Tagg, SVP/Market Manager covering all of Placer County, leads the team with extensive experience in relationship banking and a deep understanding of our local business landscape.
    • Kristen Holihan, VP/Relationship Manager, ensures seamless client service and operational excellence with a specialization in deposits and treasury management. Works closely with clients to optimize their cash flow and financial operations.
    • Steve Martinez, VP/Business Development Officer, brings valuable expertise in commercial lending and business development.
    • Rob Gutowski, SVP/Relationship Manager provides continuity and established knowledge of the bank’s comprehensive service offerings.
    • Kyle Petrucelli, VP/Commercial Banker, specializing in commercial and industrial lending.

    “We’ve built this team to take ownership of our clients’ needs and surpass their expectations,” said Luke Parnell, Executive Vice President / Chief Credit and Lending Officer. “Relationship banking is in our team’s DNA. And ultimately, it’s this kind of commitment to the success of our clients that has helped us grow from one branch in Yuba City to five across our region.”

    The Roseville branch, located at 2901 Douglas Blvd, Suite 140, will offer a full range of business and personal banking services when it opens in mid-2025. The location will absorb the bank’s current loan production office in Roseville and serve as a hub for the bank’s expanded presence in Placer County.

    For more information, please visit our website at: www.myrvcb.com or contact John M. Jelavich at 530-821-2469.

    Forward Looking Statements: This document may contain comments and information that constitute forward‐looking statements. Forward‐looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements. Forward‐looking statements speak only as to the date they are made. The Bank does not undertake to update forward‐looking statements to reflect circumstances or events that occur after the date the forward‐looking statements are made.

    The MIL Network

  • MIL-OSI: Mount Logan Capital Inc. Announces First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Declared quarterly distribution of C$0.02 per common share in the second quarter of 2025, the twenty-third consecutive quarter of a shareholder distribution

    Asset management segment generated $8.1 million in Fee Related Earnings (“FRE”) for the trailing twelve months ended March 31, 2025, a 25% increase over the prior year period

    Generated $7.8 million of Spread Related Earnings (“SRE”) for the trailing twelve months ended March 31, 2025, which reflects 1.3% of spread earnings on Ability’s assets

    During January 2025, the Company announced it entered into a definitive agreement to combine with 180 Degree Capital Corp. (Nasdaq: TURN) in an all-stock transaction. The surviving entity is expected to operate as Mount Logan Capital Inc. (“New Mount Logan”) and to be listed on Nasdaq under the symbol MLCI

    In January 2025, Mount Logan completed its previously announced investment in Runway Growth Capital LLC, a $1.3 billion private credit asset manager, alongside BC Partners Credit

    All amounts are stated in United States dollars, unless otherwise indicated

    TORONTO, May 15, 2025 (GLOBE NEWSWIRE) — Mount Logan Capital Inc. (Cboe Canada: MLC) (“Mount Logan” or the “Company”) announced today its financial results for the three months ended March 31, 2025.

    First Quarter 2025 Highlights

    • FRE for the asset management segment was $2.2 million for the quarter, an increase of 37% compared to the first quarter of 2024, due to improved economics on the Company’s service agreement with Sierra Crest Investment Management over an interval fund, and the decrease in general, administrative and other expenses from the expiry of transition services agreements and other one-time expenses incurred in the first quarter of 2024. FRE for the trailing twelve months was $8.1 million, an increase of 25% from the comparative trailing twelve-month period, primarily attributable to increases in management fees.
    • Total revenue for the asset management segment of the Company was $3.2 million, a decrease of $0.8 million, or 21%, as compared to the first quarter of 2024. The decrease was driven by a reduction in and normalization of incentive fees associated with a single managed fund in winddown, and an increase in net loss from investment activities, both of which we view as transitory elements. First quarter asset management revenues also exclude $1.2 million of management fees associated with Mount Logan’s management of the assets of Ability Insurance Company (“Ability”), a wholly-owned subsidiary of the Company. Normalized Ability management fees for the first quarter of 2025 were $1.6 million, excluding one-time expenses, which are not expected to continue throughout the remainder of the year.
    • Total net investment income for the insurance segment was $19.0 million for the three months ended March 31, 2025, a decrease of $2.8 million, or 13%, as compared to the first quarter of 2024, owing to interest expense related to the interest rate swap, decrease in bond yields and decrease in the long term investments portfolio. Excluding the funds withheld assets under reinsurance contracts and Modco, the insurance segment’s net investment income was $14.5 million, an increase of $0.4 million, or 3%, as compared to the first quarter of 2024.
    • Achieved 6.9%1yield on the insurance investment portfolio for the quarter ended March 31, 2025. This was impacted by higher investment expense on funds withheld assets under the Modco arrangement. Excluding the funds withheld under reinsurance contracts and Modco, the yield was 8.8%.
    • Ability’s total assets managed by Mount Logan increased to $645.7 million as of March 31, 2025, an increase of $28.9 million from first quarter 2024 of $616.8 million. As of March 31, 2025, the insurance segment included $1.02 billion in total investment assets, down $23.0 million, or 2%, from the first quarter of 2024 investment assets of $1.04 billion. During the quarter, Mount Logan began managing a portion of Ability’s modified coinsurance assets with Vista.
    • Book value of the insurance segment as of March 31, 2025 was $85.9 million, an increase of $3.3 million as compared to $82.6 million for the first quarter of 2024.
    • SRE for the insurance segment was $7.8 million for the trailing twelve months ended March 31, 2025, down $1.7 million from the trailing twelve months ended March 31, 2024 of $9.5 million, primarily driven by an increase in cost of funds, partially offset by increased net investment income and lower operating expenses. The increase in cost of funds was primarily driven by unfavorable in-force update to the Long Term Care business (Guardian block) of $1.8 million for the trailing twelve months ended March 31, 2025, while there was a favorable in-force update to the LTC business (Medico block) observed of $4.8 million for the twelve months ended March 31, 2024.

    Subsequent Events

    • Declared a shareholder distribution in the amount of C$0.02 per common share for the quarter ended March 31, 2025, payable on June 2, 2025 to shareholders of record at the close of business on May 27, 2025. This cash dividend marks the twenty-third consecutive quarter of the Company issuing a C$0.02 distribution to its shareholders. This dividend is designated by the Company as an eligible dividend for the purpose of the Income Tax Act (Canada) and any similar provincial or territorial legislation. An enhanced dividend tax credit applies to eligible dividends paid to Canadian residents.
    • A preliminary joint proxy statement/prospectus was filed with the United States Securities and Exchange Commission (the “SEC”) for the previously announced merger of Mount Logan with 180 Degree Capital Corp. (Nasdaq: TURN) (“180 Degree Capital”), in an all-stock transaction (the “Business Combination”). The surviving entity is expected to be a Delaware corporation operating as New Mount Logan listed on Nasdaq under the symbol “MLCI”. As required under U.S. federal securities laws and related rules and regulations, the joint proxy statement/prospectus included Mount Logan’s audited financial statements for the years ended December 31, 2024 and 2023 prepared in accordance with U.S. Generally Accepted Accounting Principles. In connection with the Business Combination, shareholders of Mount Logan will receive proportionate ownership of New Mount Logan determined by reference to Mount Logan’s transaction equity value at signing, subject to certain pre-closing adjustments, relative to 180 Degree Capital’s Net Asset Value (“NAV”) at closing. Shareholders holding approximately 26% of the outstanding shares of Mount Logan and approximately 20% of the outstanding shares of 180 Degree Capital signed voting agreements supporting the Business Combination, and an additional 8% of Mount Logan and 7% of 180 Degree Capital shareholders, respectively, have provided written non-binding indications of support for the Business Combination.
    • Portman Ridge Finance Corporation (Nasdaq: PTMN) and Logan Ridge Finance Corporation (Nasdaq: LRFC) merger remains subject to the receipt of certain shareholder approvals and the satisfaction of other closing conditions. Mount Logan currently earns management fees from LRFC and has a minority stake in PTMN’s manager, Sierra Crest Investment Management.

    Management Commentary

    • Ted Goldthorpe, Chief Executive Officer and Chairman of Mount Logan stated, “We are pleased to report our first quarter 2025 results, reflecting the continued earnings power of our asset management and insurance platforms. While AUM growth slowed in Q1 2025, consistent with broader macro challenges, we demonstrated our ability to generate strong, positive Fee Related Earnings on the asset management segment, and Spread Related Earnings in the insurance platform, providing a solid foundation for momentum in 2025. Our managed funds demonstrated performance resilience and low volatility as compared to the public credit and equity markets, which we view as a testament to our focus on private credit assets. Looking ahead, we see ample opportunities to drive AUM growth across our core managed vehicles, enact operational improvements and efficiencies, while also advancing strategic priorities to scale the business through reinvestment across our segments and accretive acquisition opportunities, which includes our recently announced transactions with 180 Degree Capital and Runway, which we believe will be significant catalysts for long-term growth and investment into our business.”

    Selected Financial Highlights

    • Total Capital of the Company was $144.9 million as at March 31, 2025, a decrease of $5.4 million as compared to December 31, 2024. Total capital consists of debt obligations and total shareholders’ equity.
    • Consolidated net income (loss) before taxes was $(13.7) million for the first quarter of 2025, a decrease of $26.8 million from $13.1 million in the first quarter of 2024. The decrease was primarily attributable to the increase in net insurance finance expenses, decrease in net investment income and increase in general, administrative and other expenses under the insurance segment, as well as an increase in corporate transaction costs under the asset management segment related to the Business Combination when compared to the first quarter of 2024.
    • Basic Earnings (loss) per share (“EPS”) was ($0.48) for the first quarter of 2025, a decrease of $0.99 from $0.51 for the first quarter of 2024.
    • Adjusted basic EPS was ($0.29) for the first quarter of 2025, a decrease of $0.83 from $0.54 for the first quarter of 2024.

    Results of Operations by Segment

    ($ in Thousands) Three Months Ended  
      March 31, 2025     December 31, 2024     March 31, 2024  
    Reported Results                
    Asset management                
    Revenue $ 3,192     $ 4,442     $ 4,030  
    Expenses   12,578       13,440       7,615  
    Net income (loss) – asset management   (9,386 )     (8,998 )     (3,585 )
    Insurance                
    Revenue (1)   18,982       (622 )     17,555  
    Expenses   23,280       (16,142 )     822  
    Net income (loss) – insurance   (4,298 )     15,520       16,733  
    Income before income taxes   (13,684 )     6,522       13,148  
    Provision for income taxes   361       37       (56 )
    Net income (loss) $ (13,323 )   $ 6,559     $ 13,092  
    Basic EPS $ (0.48 )   $ 0.25     $ 0.51  
    Diluted EPS $ (0.48 )   $ 0.23     $ 0.50  
    Adjusting Items                
    Asset management                
    Transaction costs (2)   (4,545 )     (1,921 )     (251 )
    Acquisition integration costs (3)               (250 )
    Non-cash items (4)   (737 )     (2,940 )     (346 )
    Impact of adjusting items on expenses   (5,282 )     (4,861 )     (847 )
    Adjusted Results                
    Asset management                
    Revenue $ 3,192     $ 4,442     $ 4,030  
    Expenses   7,296       8,579       6,768  
    Net income (loss) – asset management   (4,104 )     (4,137 )     (2,738 )
    Income before income taxes   (8,402 )     11,383       13,995  
    Provision for income taxes   361       37       (56 )
    Net income (loss) $ (8,041 )   $ 11,420     $ 13,939  
    Basic EPS $ (0.29 )   $ 0.44     $ 0.54  
    Diluted EPS $ (0.29 )   $ 0.40     $ 0.54  

    (1)    Insurance Revenue line item is presented net of insurance service expenses and net expenses from reinsurance contracts held.
    (2)    Transaction costs are related to business acquisitions and strategic initiatives transacted by the Company.
    (3)    Acquisition integration costs are consulting and administration services fees related to integrating a business into the Company. Acquisition integration costs are recorded in general, administrative and other expenses.
    (4)    Non-cash items include amortization and impairment of acquisition-related intangible assets and impairment of goodwill, if any.


    Asset Management

    Total Revenue – Asset Management

    ($ in Thousands)

        Three Months Ended  
        March 31, 2025     March 31, 2024  
    Management and incentive fee   $ 2,928     $ 3,494  
    Equity investment earning     282       224  
    Interest income     268       271  
    Dividend income     38       112  
    Other Income     299        
    Net gains (losses) from investment activities     (623 )     (71 )
    Total revenue — asset management   $ 3,192     $ 4,030  

    Fee Related Earnings (“FRE”)

    FRE is a non-IFRS financial measure used to assess the asset management segment’s generation of profits from revenues that are measured and received on a recurring basis and are not dependent on future realization events. The Company calculates FRE, and reconciles FRE to net income from its asset management activities, as follows:

    ($ in Thousands)

      Three Months Ended  
      March 31, 2025     March 31, 2024  
    Net income (loss) and comprehensive income (loss) $ (13,323 )   $ 13,092  
               
    Adjustment to net income (loss) and comprehensive income (loss):          
    Total revenue – insurance (1)   (18,982 )     (17,555 )
    Total expenses – insurance   23,280       822  
    Net income – asset management (2)   (9,025 )     (3,641 )
    Adjustments to non-fee generating asset management business and other recurring revenue stream:          
    Management fee from Ability   1,566       1,429  
    Interest income          
    Dividend income   (39 )     (112 )
    Net gains (losses) from investment activities(3)   623       71  
    Administration and servicing fees   504       366  
    Transaction costs   4,545       251  
    Amortization and impairment of intangible assets   737       346  
    Interest and other credit facility expenses   1,857       1,702  
    General, administrative and other   1,479       1,233  
    Fee Related Earnings $ 2,247     $ 1,645  

    (1)    Includes add-back of management fees paid to ML Management.

    (2)    Represents net income for asset management, as presented in the interim Consolidated Statement of Comprehensive Income (Loss).

    (3)    Includes unrealized gains or losses on the debt warrants.

    ($ in Thousands) Trailing Twelve Months Ended  
      March 31, 2025     March 31, 2024  
    Net income (loss) and comprehensive income (loss) $ (20,826 )   $ 26,088  
               
    Adjustment to net income (loss) and comprehensive income (loss):          
    Total revenue – insurance (1)   (65,582 )     (76,512 )
    Total expenses – insurance   60,979       35,450  
    Net income – asset management (2)   (25,429 )     (14,974 )
    Adjustments to non-fee generating asset management business and other recurring revenue stream:          
    Management fee from Ability   6,162       4,853  
    Interest income   (1 )      
    Dividend income   (425 )     (640 )
    Net gains (losses) from investment activities(3)   1,995       157  
    Administration and servicing fees   1,743       1,228  
    Transaction costs   6,468       3,814  
    Amortization and impairment of intangible assets   4,369       1,178  
    Interest and other credit facility expenses   8,090       6,425  
    General, administrative and other   5,177       4,481  
    Fee Related Earnings $ 8,149     $ 6,522  

    (1)    Includes add-back of management fees paid to ML Management.

    (2)    Represents net income for asset management, as presented across the interim Consolidated Statements of Comprehensive Income (Loss).

    (3)    Includes unrealized gains or losses on the debt warrants.

    Insurance

    Total Revenue – Insurance

    ($ in Thousands)

        Three Months Ended  
        March 31, 2025     March 31, 2024  
    Insurance service result   $ (2,197 )   $ (3,092 )
    Net investment income     19,004       21,804  
    Net gains (losses) from investment activities     6,958       2,666  
    Realized and unrealized gains (losses) on embedded derivative — funds withheld     (4,783 )     (3,829 )
    Other income           6  
    Total revenue — net of insurance services expenses and net expenses from reinsurance   $ 18,982     $ 17,555  

    Spread Related Earnings (“SRE”)

    The Company uses SRE to assess the performance of the insurance segment, excluding the impact of certain market volatility and other one-time, non-core components of insurance segment income (loss). Excluded items under SRE are investment gains (losses), effects of discount rates and other financial variables on the value of insurance obligations (which is a component of “net insurance finance income/(expense)”), other income and certain general, administrative & other expenses. The Company believes this measure is useful to securityholders as it provides additional insight into the underlying economics of the insurance segment, as further discussed below.

    For the insurance segment, SRE equals the sum of (i) the net investment income on the insurance segment’s net invested assets (excluding investment income earned on funds held under reinsurance contracts) less (ii) cost of funds (as described below) and (iii) certain operating expenses.

    Cost of funds includes the impact of interest accretion on insurance and investment contract liabilities and amortization of losses recognized for new insurance contracts that are deemed onerous at initial recognition. It also includes experience adjustments which represents the difference between actual and expected cashflows and includes the impact of certain changes to non-financial assumptions.

    The Company reconciles SRE to net income (loss) before tax from its insurance segment activities, as follows:

      Three Months Ended  
      Q1-2025     Q4-2024     Q3-2024     Q2-2024     Q1-2024     Q4-2023     Q3-2023     Q2-2023  
    Net income (loss) and comprehensive income (loss) before tax $ (13,639 )   $ 6,522     $ (17,378 )   $ 3,847     $ 13,148     $ (1,946 )   $ 16,243     $ (903 )
                                                   
    Adjustment to net income (loss) and comprehensive income (loss):                                              
    Total revenue – asset management (1)   (3,192 )     (4,442 )     (3,826 )     (3,394 )     (4,030 )     (3,723 )     (3,186 )     (2,996 )
    Total expenses – asset management   12,533       13,440       7,481       6,651       7,615       7,839       6,868       6,133  
    Net income – insurance (2)   (4,298 )     15,520       (13,723 )     7,104       16,733       2,170       19,925       2,234  
    Adjustments to Insurance segment business:                                              
    Management fees to ML Management   (1,167 )     (1,167 )     (1,501 )     (1,529 )     (1,429 )     (1,345 )     (1,110 )     (969 )
    Net (gains) losses from investment activities(3)   (5,718 )     17,681       (13,267 )     887       (2,995 )     (10,116 )     (2,113 )     (1,454 )
    Other Income(4)                                 (7,353 )            
    Net insurance finance (income)/expense(5)   12,506       (28,702 )     30,940       (5,442 )     (11,769 )     14,399       (17,684 )     (5,275 )
    Loss on onerous contracts(6)   (1,548 )     (545 )     (822 )     945       6,884       286       2,451       4,214  
    General, administrative and other(7)   600       338       239       464       447       502       1,289       1,546  
    Spread Related Earnings $ 375     $ 3,125     $ 1,866     $ 2,429     $ 7,871     $ (1,457 )   $ 2,758     $ 296  

    (1)    Includes add-back of management fees paid by Ability to ML Management.

    (2)    Represents net income before tax for the insurance segment, as presented in the annual Consolidated Statement of Comprehensive Income (Loss).

    (3)    Excludes net (gains) losses from investment activities on assets retained by the Company under funds withheld arrangement with Front Street Re and Vista.

    (4)    Represents non-operating income.

    (5)    Includes the impact of changes in interest rates and other financials assumptions and excludes interest accretion on insurance contract liabilities and reinsurance contract assets.

    (6)    Represents the unamortized portion of future interest accretion and ceded commissions paid at the time of issue of new MYGA insurance contracts. Future interest accretion and ceded commissions are amortized over the average duration of MYGA contracts reinsured which aligns with the recognition of insurance service revenue. Loss on onerous contracts are part of Insurance service expense.

    (7)    Represents certain costs incurred by the insurance segment for purposes of IFRS reporting but not the day to day operations of the insurance company.

    The following table presents SRE, the performance measure of the insurance segment:

    ($ in Thousands)

      Trailing Twelve Months Ended  
      March 31, 2025     March 31, 2024  
    Fixed Income and other investment income, net(1) $ 54,342     $ 50,502  
    Cost of funds   (38,352 )     (32,318 )
    Net Investment spread   15,990       18,184  
    Other operating expenses   (8,195 )     (8,716 )
    Spread Related Earnings $ 7,795     $ 9,468  
    SRE % of Average Net Investments   1.3 %     1.7 %

    (1)    Excludes net investment income from investment activities on assets retained by the Company under funds withheld arrangement with Front Street Re and Vista Life and Casualty Reinsurance Company (“Vista”).

    Spread related earnings (“SRE”) was $7.8 million for the trailing twelve months ended March 31, 2025 compared with $9.5 million for the trailing twelve months ended March 31, 2024, a decrease of $1.7 million. SRE decreased year over year due to higher cost of funds, partially offset by increased investment income and lower other operating expenses. Cost of funds increased primarily due to unfavorable impact of $1.8 million as a result of in-force update to LTC business (Guardian block) whereas the trailing twelve months ended March 31, 2024 had a favorable in-force impact of $4.8 million to LTC business (Medico block). Investment income increased primarily due to an increase in total insurance investment assets as a result of new multi-year guaranteed annuity (“MYGA”) business and improvement in yield across the investment portfolio. Other operating expenses decreased as a result of efforts to reduce overall operating cost.

    SRE as a percentage of average net invested assets was 1.3% for the trailing twelve months ended March 31, 2025 compared with 1.7% for the trailing twelve months ended March 31, 2024.

    Liquidity and Capital Resources

    As of March 31, 2025, the asset management segment had $77.8 million (par value) of borrowings outstanding, of which $33.8 million had a fixed rate and $44.0 million had a floating rate. As of March 31, 2025, the insurance segment had $17.3 million (par value) of borrowings outstanding, of which $14.3 million had a fixed rate and $3.0 million had a floating rate. Liquid assets, including high-quality assets that are marketable, can be pledged as security for borrowings, and can be converted to cash in a time frame that meets liquidity and funding requirements. As of March 31, 2025 and December 31, 2024, the total liquid assets of the Company were as follows:

    ($ in Thousands)

    As at   March 31, 2025     December 31, 2024
    Cash and cash equivalents   $ 125,808     $ 85,988
    Restricted cash posted as collateral     12,526       15,716
    Investments     609,514       639,932
    Management fee receivable     2,927       3,268
    Receivable for investments sold     23       17,045
    Accrued interest and dividend receivable     20,959       20,489
    Total liquid assets   $ 771,757     $ 782,438

    The Company defines working capital as the sum of cash, restricted cash, investments that mature within one year of the reporting date, management fees receivable, receivables for investments sold, accrued interest and dividend receivables, and premium receivables, less the sum of debt obligations, payables for investments purchased, amounts due to affiliates, reinsurance liabilities, and other liabilities that are payable within one year of the reporting date.

    As at March 31, 2025, the Company had working capital of $218.8 million, reflecting current assets of $241.7 million, offset by current liabilities of $22.9 million, as compared with working capital of $231.2 million as at December 31, 2024, reflecting current assets of $245.3 million, offset by current liabilities of $14.1 million. The decrease in working capital was primarily attributable to the decrease in cash within the asset management business combined with the increase in accrued expenses across asset management and insurance.

    Interest Rate Risk

    The Company has obligations to policyholders and other debt obligations that expose it to interest rate risk. The Company also owns debt assets and interest rate swaps that are exposed to interest rate risk. The fair value of these obligations and assets may change if base rate changes in interest rates occur.

    The following table summarizes the potential impact on net assets of hypothetical base rate changes in interest rates assuming a parallel shift in the yield curve, with all other variables remaining constant.

    As at   March 31, 2025     December 31, 2024  
    50 basis point increase (1)   $ (8,836 )   $ 7,559  
    50 basis point decrease (1)     5,913       (18,939 )

    (1)    Losses are presented in brackets and gains are presented as positive numbers.

    Actual results may differ significantly from this sensitivity analysis. As such, the sensitivities should only be viewed as directional estimates of the underlying sensitivities for the respective factors based on the assumptions outlined above.

    Conference Call

    The Company will hold a conference call on Friday, May 16, 2025 at 11:00 a.m. Eastern Time to discuss the first quarter financial results. Shareholders, prospective shareholders, and analysts are welcome to listen to the call. To join the call, please use the dial-in information below. A recording of the conference call will be available on our Company’s website www.mountlogancapital.ca in the ‘Investor Relations’ section under “Events”.

    Canada Dial-in Toll Free: 1-833-950-0062
    US Dial-in Toll Free: 1-833-470-1428
    International Dial-ins
    Access Code: 813165

    About Mount Logan Capital Inc.

    Mount Logan Capital Inc. is an alternative asset management and insurance solutions company that is focused on public and private debt securities in the North American market and the reinsurance of annuity products, primarily through its wholly owned subsidiaries Mount Logan Management LLC (“ML Management”) and Ability Insurance Company (“Ability”), respectively. Mount Logan also actively sources, evaluates, underwrites, manages, monitors and primarily invests in loans, debt securities, and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle.

    ML Management was organized in 2020 as a Delaware limited liability company and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. The primary business of ML Management is to provide investment management services to (i) privately offered investment funds exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) advised by ML Management, (ii) a non-diversified closed end management investment company that has elected to be regulated as a business development company, (iii) Ability, and (iv) non-diversified closed-end management investment companies registered under the 1940 Act that operate as interval funds. ML Management also acts as the collateral manager to collateralized loan obligations backed by debt obligations and similar assets.

    Ability is a Nebraska domiciled insurer and reinsurer of long-term care policies and annuity products acquired by Mount Logan in the fourth quarter of fiscal year 2021. Ability is also no longer insuring or re-insuring new long-term care risk.

    Non-IFRS Financial Measures

    This press release makes reference to certain non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS financial measures by providing further understanding of the Company’s results of operations from management’s perspective. The Company’s definitions of non-IFRS measures used in this press release may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers. The Company’s management also uses non-IFRS financial measures in order to facilitate operating performance comparisons from period to period.

    Cautionary Statement Regarding Forward-Looking Statements

    This press release contains forward-looking statements and information within the meaning of applicable securities legislation. Forward-looking statements can be identified by the expressions “seeks”, “expects”, “believes”, “estimates”, “will”, “target” and similar expressions. The forward-looking statements are not historical facts but reflect the current expectations of the Company regarding future results or events and are based on information currently available to it. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking statements discussed in this release include, but are not limited to, statements about the benefits of the closing of the acquisition of a minority interest in Runway as well as the proposed transaction involving the Company and 180 Degree Capital, including future financial and operating results, the Company’s and 180 Degree Capital’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the proposed transaction, the regulatory environment in which the Company operates, and the results of, or outlook for, the Company’s operations or for the Canadian and U.S. economies, statements relating to the Company’s continued transition to an asset management and insurance platform business and the entering into of further strategic transactions to diversify the Company’s business and further grow recurring management fee and other income and increasing Ability’s assets; the Company’s plans to focus Ability’s business on the reinsurance of annuity products; the potential benefits of combining Mount Logan’s and Ovation’s platform including an increase in fee-related earnings as a result of the acquisition; the decrease in expenses in the asset management segment; the historical growth in the asset management segment and insurance segment being an indicator for future growth; the growth and scalability of the Company’s business the Company’s business strategy, model, approach and future activities; portfolio composition and size, asset management activities and related income, capital raising activities, future credit opportunities of the Company, portfolio realizations, the protection of stakeholder value; the expansion of the Company’s loan portfolio; synergies to be achieved by both the Company and Runway through the Company’s strategic minority investment in Runway; and the expansion of Mount Logan’s capabilities. All forward-looking statements in this press release are qualified by these cautionary statements. The Company believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, the Company can give no assurance that the actual results or developments will be realized by certain specified dates or at all. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including that the Company has a limited operating history with respect to an asset management oriented business model; Ability may not generate recurring asset management fees, increase its assets or strategically benefit the Company as expected; the expected synergies by combining the business of Mount Logan with the business of Ability may not be realized as expected; the risk that Ability may require a significant investment of capital and other resources in order to expand and grow the business; the Company does not have a record of operating an insurance solutions business and is subject to all the risks and uncertainties associated with a broadening of the Company’s business; ability to obtain the requisite Company and 180 Degree Capital shareholder approvals, as well as governmental and regulatory approvals required for the proposed transaction with 180 Degree Capital, the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction with 180 Degree Capital, the risk that a condition to closing of the proposed transaction with 180 Degree Capital may not be satisfied, the risk of delays in completing the proposed transaction with 180 Degree Capital, the risk that the businesses of the Company and with 180 Degree Capital will not be integrated successfully, the risk that the expected synergies of the acquisition of Ovation may not be realized as expected and the matters discussed under “Risks Factors” in the most recently filed annual information form and management discussion and analysis for the Company. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. These forward-looking statements are made as of the date of this press release.

    This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this release is not, and under no circumstances is it to be construed as, an offer to sell or an offer to purchase any securities in the Company or in any fund or other investment vehicle. This press release is not intended for U.S. persons. The Company’s shares are not and will not be registered under the U.S. Securities Act of 1933, as amended, and the Company is not and will not be registered under the U.S. Investment Company Act of 1940 (the “1940 Act”). U.S. persons are not permitted to purchase the Company’s shares absent an applicable exemption from registration under each of these Acts. In addition, the number of investors in the United States, or which are U.S. persons or purchasing for the account or benefit of U.S. persons, will be limited to such number as is required to comply with an available exemption from the registration requirements of the 1940 Act.

    Contacts:
    Mount Logan Capital Inc.

    365 Bay Street, Suite 800
    Toronto, ON M5H 2V1
    info@mountlogancapital.ca

    Nikita Klassen
    Chief Financial Officer
    Nikita.Klassen@mountlogancapital.ca

    Scott Chan
    Investor Relations
    Scott.Chan@mountlogan.com

     
    MOUNT LOGAN CAPITAL INC.
    CONSOLIDATED STATEMENT OF FINANCIAL POSITION
    (in thousands of United States dollars, except share and per share amounts)
     
    As at   Notes   March 31, 2025     December 31, 2024  
    ASSETS                
    Asset Management:                
    Cash       $ 2,563     $ 8,933  
    Investments   6     25,605       21,668  
    Intangible assets   9     24,064       24,801  
    Other assets         8,622       8,187  
    Total assets — asset management         60,854       63,589  
    Insurance:                
    Cash and cash equivalents         123,245       77,055  
    Restricted cash posted as collateral   18     12,526       15,716  
    Investments   6     1,019,969       1,045,436  
    Reinsurance contract assets   13     408,492       392,092  
    Intangible assets   9     2,444       2,444  
    Goodwill   9     55,015       55,015  
    Other assets         21,298       38,183  
    Total assets — insurance         1,642,989       1,625,941  
    Total assets       $ 1,703,843     $ 1,689,530  
    LIABILITIES                
    Asset Management                
    Due to affiliates   10   $ 8,994     $ 10,470  
    Debt obligations   12     78,401       78,427  
    Derivatives – debt warrants   12     737       504  
    Accrued expenses and other liabilities         9,770       5,097  
    Total liabilities — asset management         97,902       94,498  
    Insurance                
    Debt obligations   12     17,250       14,250  
    Insurance contract liabilities   13     1,069,625       1,048,413  
    Investment contract liabilities   14     222,074       227,041  
    Derivatives   18     1,864       5,192  
    Funds held under reinsurance contracts         238,371       239,918  
    Accrued expenses and other liabilities         7,856       2,995  
    Total liabilities — insurance         1,557,040       1,537,809  
    Total liabilities         1,654,942       1,632,307  
    EQUITY                
    Common shares   11     121,372       116,118  
    Warrants   11     1,129       1,129  
    Contributed surplus         8,063       7,917  
    Surplus (Deficit)         (59,805 )     (46,083 )
    Cumulative translation adjustment         (21,858 )     (21,858 )
    Total equity         48,901       57,223  
    Total liabilities and equity       $ 1,703,843     $ 1,689,530  
     
    MOUNT LOGAN CAPITAL INC.
    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
    (in thousands of United States dollars, except share and per share amounts)
     
          Three months ended  
        Notes March 31, 2025     March 31, 2024  
                   
    REVENUE              
    Asset management              
    Management and incentive fee   7 $ 2,928     $ 3,494  
    Equity investment earning       282       224  
    Interest income       268       271  
    Dividend income       38       112  
    other Income       299        
    Net gains (losses) from investment activities   4   (623 )     (71 )
    Total revenue — asset management       3,192       4,030  
    Insurance              
    Insurance revenue   8   23,389       22,741  
    Insurance service expenses   8   (25,534 )     (25,184 )
    Net expenses from reinsurance contracts held   8   (52 )     (649 )
    Insurance service result       (2,197 )     (3,092 )
    Net investment income   5   19,004       21,804  
    Net gains (losses) from investment activities   4   6,958       2,666  
    Realized and unrealized gains (losses) on embedded derivative — funds withheld       (4,783 )     (3,829 )
    Other income             6  
    Total revenue, net of insurance service expenses and net expenses from reinsurance contracts held — insurance       18,982       17,555  
    Total revenue       22,174       21,585  
    EXPENSES              
    Asset management              
    Administration and servicing fees   10   1,237       1,423  
    Transaction costs       4,545       251  
    Amortization and impairment of intangible assets   9   737       346  
    Interest and other credit facility expenses   12   1,857       1,702  
    General, administrative and other       4,202       3,893  
    Total expenses — asset management       12,578       7,615  
    Insurance              
    Net insurance finance (income) expenses   5   17,808       (7,252 )
    Increase (decrease) in investment contract liabilities   14   1,957       2,279  
    (Increase) decrease in reinsurance contract assets       966       3,556  
    General, administrative and other       2,549       2,239  
    Total expenses — insurance       23,280       822  
    Total expenses       35,813       8,437  
    Income (loss) before taxes       (13,684 )     13,148  
    Income tax (expense) benefit — asset management   15   361       (56 )
    Net income (loss) and comprehensive income (loss)     $ (13,323 )   $ 13,092  
    Earnings per share              
    Basic     $ (0.48 )   $ 0.51  
    Diluted     $ (0.48 )   $ 0.50  
    Dividends per common share — USD     $ 0.01     $ 0.02  
    Dividends per common share — CAD     $ 0.02     $ 0.02  
                       

    1The yield is calculated based on the net investment income less management fees paid to Mount Logan divided by the average of investments in financial assets for the current year and prior year.

    The MIL Network

  • MIL-OSI: Wen Acquisition Corp Announces the Pricing of $261,000,000 Initial Public Offering

    Source: GlobeNewswire (MIL-OSI)

    New York, NY, May 15, 2025 (GLOBE NEWSWIRE) — Wen Acquisition Corp (the “Company”) announced today the pricing of its initial public offering of 26,100,000 units at a price of $10.00 per unit. The units are expected to be listed on The Nasdaq Global Stock Market LLC (“Nasdaq”) and begin trading on May 16, 2025, under the ticker symbol “WENNU.” Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. An amount equal to $10.00 per unit will be deposited into a trust account upon the closing of the offering. Once the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “WENN” and “WENNW,” respectively. The offering is expected to close on May 19, 2025, subject to customary closing conditions. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,915,000 units at the initial public offering price to cover over-allotments, if any.

    The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution. The Company’s primary focus, however, will be on infrastructure companies in the financial technology (“fintech”) sector that are focused on enablement of digital assets, such as stablecoins, through the incorporation and integration of blockchain networks into the traditional financial systems.

    The Company’s management team is led by Julian M. Sevillano, its Chief Executive Officer and Chairman of the Board of Directors (the “Board”), and Jurgen van de Vyver, its Chief Financial Officer. The Board also includes Josh Fried, Co-Vice Chairman of the Board, Sheraz Shere, Co-Vice Chairman of the Board, and Drew Glover.

    Cantor Fitzgerald & Co. is acting as sole book-running manager for the offering.

    The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, New York, New York 10022, or by email at prospectus@cantor.com, or by accessing the SEC’s website, www.sec.gov.

    A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on May 15, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

    Forward-Looking Statements

    This press release contains statements that constitute “forward-looking statements,” including with respect to the expected closing of the proposed initial public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all.

    Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

    Investor Contacts

    Wen Acquisition Corp
    Jurgen van de Vyver
    jurgen@launchpad.vc
    510-200-8878

    The MIL Network

  • MIL-OSI: Sky Quarry Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    WOODS CROSS, Utah, May 15, 2025 (GLOBE NEWSWIRE) — Sky Quarry Inc. (NASDAQ: SKYQ) (“Sky Quarry” or “the Company”), an integrated energy solutions company committed to revolutionizing the waste asphalt shingle recycling industry, today announced its financial and operational results for the three months ended March 31, 2025.

    Key Financial and Operational Highlights

    • Generated $6.3 million in Q1 revenue, a 50% increase from Q4 2024.
    • Signed a Letter of Intent with R & R Solutions, the only permitted asphalt shingle recycler in New Mexico, to explore the feasibility of establishing a modular waste-to-energy site in the Southwest.
    • Executed a Letter of Intent with Southwind RAS, a leading recycler in the Midwest, to collaborate on regional facility deployment and feedstock supply.
    • Engaged TAR360 to accelerate the company’s growth trajectory, optimize internal processes, and support execution across key operational initiatives.

    Commentary by David Sealock, Chairman & Chief Executive Officer, and Darryl Delwo, Chief Financial Officer of Sky Quarry

    “We are pleased with the continued growth across our operations and the progress we’ve made in the first quarter of 2025 toward executing our waste-to-energy strategy, which is central to our mission of transforming recycled asphalt shingles into sustainably produced fuels and other valuable materials. At PR Spring, asset upgrades are nearing completion, and once commissioned, the site will activate our fully integrated production model and enable commercial-scale output.

    As part of our national expansion strategy, we signed non-binding Letters of Intent with Southwind RAS in the Midwest and R & R Solutions in the Southwest. These LOIs represent an early step in evaluating potential partnerships that could expand Sky Quarry’s geographic footprint and provide access to more than 1.5 million tons of asphalt shingle supply annually. If advanced, these relationships could unlock new revenue opportunities through facility development, expanded processing capacity, and the sale of high-value materials such as recycled liquid asphalt, blended fuels, and other products derived from waste asphalt shingles.

    We’re seeing the impact of operational improvements made in 2024 at the Foreland Refinery, with a 50% increase in revenue from Q4 2024 to Q1 2025 as output stabilized and product volumes rebounded.

    To build on this momentum, we engaged TAR360 to further optimize operations at Foreland. While we’re encouraged by recent performance gains, our shared goal is to increase throughput by up to 400% over time, scaling from our current 20,000 barrels per month to as much as 100,000. Achieving this level of production would enhance operating leverage, expand margins, and drive stronger profitability.

    With these improvements and additional efficiencies underway, we believe Foreland is positioned to play a key role in meeting growing fuel demand across the Western U.S. California’s refining capacity is expected to decline by 21% in a single year due to major facility closures, while global price spreads and supply constraints are creating price dislocations that make local refining more competitive. As market conditions continue to evolve, we are executing with purpose by scaling production, improving performance, and positioning Sky Quarry for a strong 2025.”

    Financial Results for the Three Months Ended March 31, 2025

    Total revenues for the first quarter ended March 31, 2025, were approximately $6.3 million, down from $11.0 million in the same period of 2024. This decline was primarily driven by ongoing challenges in reestablishing supply streams following the Foreland Refinery outage and refurbishment in mid-2024. In addition, lower commodity prices contributed to the decrease, with WTI crude falling from $87 per barrel in April 2024 to $71 per barrel at the end of Q1 2025.

    Gross profit for the quarter was negative $726,000, compared to a gross profit of $569,000 in the prior-year period.

    Total operating expenses increased to $1.94 million in Q1 2025, up from $1.61 million in Q1 2024, reflecting higher general and administrative costs, non-cash share-based compensation, and depreciation.

    As a result, the Company reported a net loss of $3.3 million for the first quarter of 2025, compared to a net loss of $2.5 million in the same period last year.

    Net cash used in operating activities for the three months ended March 31, 2025, was approximately $2.0 million, compared to $1.2 million for the same period in 2024.

    About Sky Quarry Inc.

    Sky Quarry Inc. (NASDAQ:SKYQ) and its subsidiaries are, collectively, an oil production, refining, and a development-stage environmental remediation company formed to deploy technologies to facilitate the recycling of waste asphalt shingles and remediation of oil-saturated sands and soils. Our waste-to-energy mission is to repurpose and upcycle millions of tons of asphalt shingle waste, diverting them from landfills. By doing so, we can contribute to improved waste management, promote resource efficiency, conserve natural resources, and reduce environmental impact. For more information, please visit skyquarry.com.

    Forward-Looking Statements

    This press release may include ”forward-looking statements.” All statements pertaining to our future financial and/or operating results, future events, or future developments may constitute forward-looking statements. The statements may be identified by words such as “expect,” “look forward to,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project,” or words of similar meaning. Such statements are based on the current expectations and certain assumptions of our management, of which many are beyond our control. These are subject to a number of risks, uncertainties, and factors, including but not limited to those described in our disclosures. Should one or more of these risks or uncertainties materialize or should underlying expectations not occur or assumptions prove incorrect, actual results, performance, or our achievements may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. We neither intend, nor assume any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated. You are urged to carefully review and consider any cautionary statements and the Company’s other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in the Company’s Form 10-K as filed with the SEC on March 31, 2025. Forward-looking statements speak only as of the date of the document in which they are contained.

    Investor Relations
    Jennifer Standley
    Director of Investor Relations
    Ir@skyquarry.com

    Company Website
    www.skyquarry.com

    Sky Quarry Inc.
    Consolidated Balance Sheets
    As of March 31, 2025 and December 31, 2024
     
        March 31, 
    2025
      December 31,
    2024
             
    ASSETS        
             
    Current assets:        
    Cash   $ 213,000   $ 385,116
    Accounts receivables     1,758,159     1,123,897
    Prepaid expenses and other assets     641,427     339,124
    Inventory     2,103,379     3,149,236
    Total current assets     4,715,965     4,997,373
             
    Property, plant, and equipment     5,942,782     6,160,318
    Oil and gas properties     8,832,356     8,534,967
    Restricted cash     798,851     2,929,797
    Right-of-use asset     1,091,656     1,115,785
    Goodwill     3,209,003     3,209,003
             
    Total assets   $ 24,590,613   $ 26,947,243
    LIABILITIES AND SHAREHOLDERS’ EQUITY        
             
    Current liabilities:        
    Accounts payable and accrued expenses   $ 3,233,613     $ 4,046,319  
    Current portion of operating lease liability     81,775       38,422  
    Current portion of finance lease liability     16,626       16,120  
    Warrant liability     184,087       459,067  
    Lines of credit     2,328,127       1,260,727  
    Current maturities of notes payable     6,164,310       6,578,017  
    Total current liabilities     12,008,538       12,398,672  
             
    Notes payable, less current maturities, net of debt issuance costs     1,999,999       2,000,560  
    Operating lease liability, net of current portion     15,613       77,824  
    Finance lease Liability, net of current portion     987,018       971,690  
    Total Liabilities     15,011,168       15,448,746  
             
    Commitments and contingencies        
             
    Shareholders’ Equity:        
    Preferred stock $0.001 par value: 25,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively            
    Common stock $0.0001 par value: 100,000,000 shares authorized: 21,260,924 and 19,027,208 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively     2,126       1,903  
    Additional paid in capital     37,088,388       35,674,391  
    Accumulated other comprehensive loss     (209,286 )     (209,708 )
    Accumulated deficit     (27,301,783 )     (23,968,089 )
    Total shareholders’ equity     9,579,445       11,498,497  
             
    Total liabilities and shareholders’ equity   $ 24,590,613     $ 26,947,243  
    Sky Quarry Inc.
    Consolidated Statements of Operations and Comprehensive Loss
    For the Periods Ended March 31, 2025 and 2024
                     
          Three Months Ended March 31, 2025       Three Months Ended March 31, 2024
    Net sales     $ 6,332,967         $ 10,952,330  
                   
    Cost of goods sold       7,059,059           10,382,881  
    Gross Margin       (726,092 )         569,449  
                   
    Operating expenses:              
    General and administrative       1,935,457           1,607,884  
    Depreciation and amortization       2,028           1,472  
    Total Operating expenses       1,937,485           1,609,356  
                   
    Loss from operations       (2,663,577 )         (1,039,907 )
                   
    Other income (expense):              
    Interest expense       (872,468 )         (1,308,445 )
    Loss on extinguishment of debt       (85,753 )         (108,887 )
    Gain on warrant valuation       274,980            
    Other income (expense)       7,477           (5,306 )
    Gain on sale of assets       5,647            
    Other expense, net       (670,117 )         (1,422,638 )
                   
    Loss before provision for income taxes       (3,333,694 )         (2,462,545 )
                   
    Provision for income taxes                  
                   
    Net loss       (3,333,694 )         (2,462,545 )
                   
    Other comprehensive income (loss)              
    Exchange gain (loss) on translation of foreign operations       422           (8,134 )
                   
    Net loss and comprehensive loss     $ (3,333,272 )       $ (2,470,679 )
                   
    Loss per common share              
    Basic and diluted     $ (0.16 )       $ (0.15 )
    Weighted average shares outstanding              
    Basic and diluted       21,264,725           16,334,862  
    Sky Quarry Inc.
    Consolidated Statements of Cash Flows
    For the Three Months Ended March 31, 2025 and 2024
     
          2025       2024  
             
    CASH FLOWS FROM OPERATING ACTIVITIES        
    Net loss   $ (3,333,694 )   $ (2,462,545 )
    Adjustments to reconcile net loss to cash used in operating activities:        
    Share based compensation     78,880       270,176  
    Depreciation and amortization     242,004       164,534  
    Amortization of debt issuance costs     765,793       1,166,227  
    Amortization of right-of-use asset     24,129       21,952  
    Gain on revaluation of warrant liabilities     (274,980 )      
    Loss on extinguishment of debt     56,660       108,887  
    Gain on sale of assets     (5,647 )      
             
    Changes in operating assets and liabilities:        
    Accounts receivable     (634,263 )     (766,259 )
    Prepaid expenses and other assets     (302,302 )     (323,750 )
    Inventory     1,045,857       203,235  
    Accounts payable and accrued expenses     373,889       371,043  
    Operating lease liability     450       21,952  
    Net cash used in operating activities     (1,963,224 )     (1,224,548 )
             
    CASH FLOWS FROM INVESTING ACTIVITIES        
             
    Proceeds from sale of assets     14,060        
    Purchase of exploration and evaluation assets     (297,389 )     (144,964 )
    Purchase of property, plant, and equipment     (32,881 )     (282,702 )
    Net cash used in investing activities     (316,210 )     (427,666 )
             
    CASH FLOWS FROM FINANCING ACTIVITIES        
             
    Proceeds on lines of credit     5,339,736       10,641,448  
    Payments on lines of credit     (4,272,336 )     (11,638,704 )
    Proceeds from note payable     143,237       9,820,288  
    Payments on note payable     (1,231,214 )     (5,300,608 )
    Warrants Issued (net against payment of debt issuance costs)          
    Debt discount on note payable         (1,970,936 )
    Payments on finance lease     (3,473 )     (19,851 )
    Proceeds on issuance of preferred stock         197,500  
    Preferred stock offering costs         (40,870 )
    Proceeds on issuance of common stock         19,492  
    Common stock offering costs          
    Net cash provided by (used in) financing activities     (24,050 )     1,707,755  
             
    Effect of exchange rate on cash     422       (8,134 )
             
    Increase (decrease) in cash and restricted cash     (2,303,062 )     47,407  
    Cash and restricted cash, beginning of the period     3,314,913       4,680,836  
             
    Cash and restricted cash, end of the period   $ 1,011,851     $ 4,728,243  

    The MIL Network

  • MIL-OSI: Red White & Bloom Brands Provides Update on Status of Management Cease Trade Order

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, May 15, 2025 (GLOBE NEWSWIRE) — Red White & Bloom Brands Inc. (CSE: RWB) (“RWB” or the “Company”) is providing this update on the status of a management cease trade order granted on May 1, 2025 (the “MCTO”) by the British Columbia Securities Commission under National Policy 12-203 – Management Cease Trade Order (“NP 12-203”).

    On May 1, 2025, the Company announced that, for reasons disclosed in the news release, there would be a delay in the filing of its financial statements and accompanying management’s discussion and analysis for the fiscal year ended December 31, 2024 (the “Annual Filings”) beyond the period prescribed under applicable Canadian securities laws (the “Default Announcement”).

    The Company reports that the audit continues to progress and the Company will provide a further update on the timing of its Annual Filings on or about May 30, 2025 if it has not filed prior to this date. The Company is also progressing on completion of its interim financial statements and accompanying management’s discussion and analysis for the first quarter ended March 31, 2025, and will provide a further update on or before May 30, 2025. Further updates on timing will be provided by the Company as necessary.

    During the MCTO, the general investing public will continue to be able to trade in the Company’s listed common shares. However, the Company’s chief executive officer, president and chief financial officer will not be able to trade in the Company’s shares.

    Other than as disclosed in this news release, there are no material changes to the information contained in the initial press release associated with the MCTO. The Company confirms that it intends to satisfy the provisions of NP 12- 203 and will continue to issue bi-weekly default status reports for so long as it remains in default of the Annual Filings requirement. These updates will include information regarding the progress of the Annual Filings and any material changes to the Company’s business, if any.

    About Red White & Bloom Brands Inc.

    Red White & Bloom Brands is a multi-jurisdictional cannabis operator and house of premium brands operating in the United States, Canada and select international jurisdictions. The Company is predominantly focusing its investments on major U.S. markets, including California, Florida, Missouri, Michigan, and Ohio in addition to Canadian and international markets.

    Red White & Bloom Brands Inc.
    Investor and Media Relations
    Edoardo Mattei, CFO
    IR@RedWhiteBloom.com
    947-225-0503
    Visit us on the web: https://www.redwhitebloom.com/.

    Follow us on social media:

    @rwbbrands

    Facebook @redwhitebloombrands

    Instagram @redwhitebloombrands

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

    FORWARD LOOKING INFORMATION

    Certain information contained in this news release may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities legislation. Forward-looking information is often identified by the use of words such as “plans,” “expects,” “may,” “should,” “could,” “will,” “intends,” “anticipates,” “believes,” “estimates,” “forecasts,” or variations of such words and phrases, including the negative forms thereof, as well as terms such as “pro forma” and “scheduled,” and similar expressions that refer to future events or outcomes.

    Forward-looking statements in this release include, without limitation, statements relating to the anticipated timing, review, completion, and filing of the Annual Filings; the expected duration of the MCTO; the Company’s ongoing operations; and the Company’s intention to issue bi-weekly default status updates.

    Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Company to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks associated with audit completion processes; regulatory reviews and approvals; market conditions; the Company’s financial condition and liquidity; the ability to achieve the anticipated benefits of the debt restructuring; and the risk that the Company may not be able to complete its Annual Filings within the timeframe currently anticipated.

    There can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

    The Company disclaims any obligation to update or revise any forward-looking information contained herein, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.

    THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE COMPANY’S EXPECTATIONS AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

    The MIL Network

  • MIL-OSI: Westport Publishes Annual General and Special Meeting Results

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, British Columbia, May 15, 2025 (GLOBE NEWSWIRE) — Westport Fuel Systems Inc. (“Westport” or the “Company”) (TSX:WPRT / Nasdaq:WPRT), today held its Annual General and Special Meeting of Shareholders (the “Meeting”) in a virtual format. Shareholders approved all resolutions presented at the meeting including the election of all nominated directors for the ensuing year, the appointment of KPMG LLP as the Company’s auditors for the fiscal year, the advisory vote on executive compensation, and the sale of Westport Fuel Systems Italia S.r.l in accordance with the terms of the sale and purchase agreement dated as of March 30, 2025.

    A summary of the results are as follows:

    Resolution Outcome
    of Vote
    Percentage of
    Votes For
    Percentage of
    Votes
    Withheld/Against
           
    Election of Directors      
    Michele Buchignani Approved 81.22% 18.78%
    Anthony Guglielmin Approved 87.16% 12.84%
    Daniel M. Hancock Approved 61.47% 38.53%
    Daniel Sceli Approved 91.10% 8.90%
    Karl-Viktor Schaller Approved 61.28% 38.72%
    Eileen Wheatman Approved 81.43% 18.57%
           
    Appointment of Auditors Approved 93.83% 6.17%
           
    Executive Compensation      
    (Advisory Vote) Agree 52.87% 47.13%
           
    Sale of Westport Fuel Systems Italia S.r.l Approved 83.38% 16.62%


    About Westport Fuel Systems

    At Westport Fuel Systems, we are driving innovation to power a cleaner tomorrow. We are a leading supplier of advanced fuel delivery components and systems for clean, low-carbon fuels such as natural gas, renewable natural gas, propane, and hydrogen to the global transportation industry. Our technology delivers the performance and fuel efficiency required by transportation applications and the environmental benefits that address climate change and urban air quality challenges. Headquartered in Vancouver, Canada, with operations in Europe, Asia, North America, and South America, we serve our customers in approximately 70 countries with leading global transportation brands. At Westport Fuel Systems, we think ahead. For more information, visit www.wfsinc.com.

    Investor Inquiries:
    Investor Relations
    T: +1 604-718-2046
    E: invest@wfsinc.com

    The MIL Network

  • MIL-OSI: Calfrac Announces Voting Results of Election of Directors

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — Calfrac Well Services Ltd. (“Calfrac”) (TSX–CFW) is pleased to announce the voting results of the election of directors at its annual meeting of shareholders held today. Each of the nominees proposed as a director were elected as directors to hold office until the next annual meeting of shareholders, or until their successors are elected or appointed. Detailed results of the voting for each nominee are set out below, and the full results on all matters voted upon at the meeting will be filed on Calfrac’s profile on SEDAR+ (www.sedarplus.ca).

    Nominee Votes For Votes Against
    Number % Number %
    Ronald P. Mathison 65,434,357 99.65 228,492 0.35
    Douglas R. Ramsay 65,447,107 99.67 215,742 0.33
    George S. Armoyan 63,552,876 96.79 2,109,973 3.21
    Anuroop Duggal 60,951,751 92.83 4,711,098 7.17
    Charles Pellerin 61,770,588 94.07 3,892,261 5.93
    Chetan Mehta 65,638,359 99.96 24,490 0.04
    Holly A. Benson 65,621,974 99.94 40,875 0.06

    Calfrac’s common shares are publicly traded on the Toronto Stock Exchange under the trading symbol “CFW”.

    Calfrac provides specialized oilfield services to exploration and production companies designed to increase the production of hydrocarbons from wells with continuing operations focused throughout North America and Argentina. The Company executes on its brand promise of “Do It Safely, Do It Right, Do It Profitably” to generate long-term, sustainable returns for its shareholders.

    Further information regarding Calfrac Well Services Ltd., including the most recently filed Annual Information Form, can be accessed on Calfrac’s website at www.calfrac.com or under the Company’s public filings found at www.sedarplus.ca. For further information on this press release, please contact:

    Michael Olinek
    Chief Financial Officer
    (403) 234-6673
    Suite 500, 407 – 8 Avenue S.W.
    Calgary, Alberta, Canada T2P 1E5

    Website: www.calfrac.com

    The MIL Network

  • MIL-OSI: SUNation Energy Announces 2025 First Quarter Results and Introduces Financial Guidance for 2025

    Source: GlobeNewswire (MIL-OSI)

    Substantial Progress in Reducing Debt, Lowering Costs, Enhancing Cash Flow
    Strong Commercial Project Backlog

    RONKONKOMA, N.Y., May 15, 2025 (GLOBE NEWSWIRE) — SUNation Energy, Inc. (Nasdaq: SUNE) (the “Company”), a leading provider of sustainable solar energy and backup power to households, businesses, municipalities, and for servicing existing systems, today announced financial results for the first quarter ended March 31, 2025 (“Q1 2025”). The information in this Press Release is not complete and should be carefully read in conjunction with our most recent Form 10-Q quarterly report for the financial quarter ended March 31, 2025, including the subsequent events and risk factor updated therein, as well as our other SEC reports.

    “Our results for Q1 2025 reflect the initial successes associated with our corporate transformation activities, most notably in the areas of cost containment, operating efficiencies, improved cash position, and debt reduction,” said Scott Maskin, Chief Executive Officer.

    “We see gathering strength in our end markets and are pleased with the performance of our two primary business segments – SUNation, which serves Long Island and the surrounding region, and Hawaii Energy Connection (“HEC”). SUNation’s Commercial backlog as of March 31, 2025 rose more than 30% compared to the same period last year, thanks to a variety of projects currently in various stages of development with our institutional partners. While our New York Residential business experienced typical seasonal headwinds in Q1 2025 due largely to especially poor weather in February, we are addressing pent up demand from Residential consumers. This has resulted in a stronger than usual Springtime push, with both contract and install activity rivaling the growth we saw during the post Inflation Reduction Act boom-period prior to the rise in interest and financing rates. We expect improved results in Q2 2025 compared to Q1 2025 as consumers look to lock in pricing prior to any potential increases related to tariffs and in advance of any changes to federal solar tax incentives that may occur as this issue gets debated in Congress. Based on 20 years of experience dealing with dynamic federal incentives, and now tariffs, I do believe that we are well-positioned to capitalize on this growing sense of urgency among consumers to begin to realize the benefits of solar.

    He continued, “We are also exploring opportunities to expand our Service and Maintenance business in the New York metro region to support thousands of homeowners whose systems have been orphaned by solar providers that are no longer in business. This presents a meaningful opportunity to broaden our customer base, support the continuing use of solar, and potentially benefit from historically high margin service revenues. Our Residential business in Hawaii, a more mature market, is expected to rebound from a sluggish 2024 due to solar and battery incentives that took effect in May 2025 thanks to recent action by the State of Hawaii’s Public Utilities Commission.”

    James Brennan, SUNation’s Chief Financial Officer, said, “The restructuring and debt reduction initiatives we have implemented over the last several quarters have simplified and strengthened our capital structure, significantly reduced monthly cash burn, enhanced cash flows, and stabilized our financial profile. Q1 2025 selling, general and administrative (“SG&A”) expenses declined by 9% from the first quarter of 2024 and interest expense decreased by 25%. We improved our cash position and lowered our debt by more than 50% from December 31, 2024.”

    Mr. Maskin concluded, “Although our business and industry are still recovering from a difficult period, we remain optimistic about 2025 and the long-term promise of solar energy. We have created a solid financial and operating platform, have maintained a sterling reputation among customers, and our team members are among the best in our industry. We are pursuing a variety of organic and acquisition-based initiatives that can expand our market reach, add scale to our business, and evolve our model into a one-stop shop for solar and storage related needs. For these reasons and more, we have the confidence to provide annual guidance for 2025.”

    Q1 2025 Financial Results Overview
    Comparisons are to the first quarter ended March 31, 2024 (“Q1 2024”) unless otherwise noted

    • Consolidated revenue declined by 4% to $12.6 million from $13.2 million. At SUNation, Commercial revenue rose 28%, which offset a 3% decline in Residential revenue due largely to seasonality, as well as lower Service revenue. At HEC, revenue declined by 11% to $3.1 million, which the Company believes is due largely to a lack of solar and battery incentives available in Q1 2025; these incentives once again became available May 15, 2025.
    • Gross profit was $4.4 million, or 35.1%, compared to gross profit of $4.8 million, or 36.4%, due primarily to lower total revenues.
    • SG&A expenses declined by 9% to $6.0 million from $6.6 million, the result of cost optimization and efficiency measures implemented in 2024.
    • Total operating expenses decreased by 5.6% to $6.6 million from $7.0 million.
    • Interest expense declined 25% to $0.6 million from $0.8 million, reflecting management’s commitment to the repayment and retirement of outstanding debt.
    • Net loss was $(3.5) million compared to net income of $1.2 million. Net income in Q1 2024 included $3.4 million of other income while net loss in Q1 2025 included other expenses of $(1.3) million.
    • Adjusted EBITDA was stable at $(1.5) million.

    Financial Condition March 31, 2025

    • Cash and cash equivalents rose to $1.4 million from $0.8 million at December 31, 2024, and restricted cash was stable at $0.3 million when compared to December 31, 2024.
    • Total debt, which includes earnout consideration of $2.1 million, declined 51% to $9.2 million from total debt of $19.1 million at December 31, 2024.
    • Accounts payable decreased by $1.5 million from December 31, 2024
    • Current liabilities decreased by $6.9 million from December 31, 2024
    • Long-term liabilities decreased by $0.7 million from December 31, 2024
    • Stockholders’ equity increased by $6.3 million from December 31, 2024

    Recent Financial Developments

    • Secured a total of $20 million in aggregate gross proceeds via a securities purchase agreement with certain institutional investors.
    • Eliminated $12.6 million of secured debt and other long-term contractual obligations that removed an average annual cash drain of approximately $3.4 million through 2027, which includes lowering annual interest expense for 2025 by an estimated $1.4 million.
    • Reduced 2025 SG&A spending by an estimated $2.0 million.
    • Paid in full a $2.5 million earn out payment associated with the November 2022 acquisition of SUNation Solar Systems, Inc. and five of its affiliated entities.
    • Restructured $5.5 million of long-term debt.
    • Entered into a new $1.0 million line of credit agreement with MBB Energy, LLC, which was unused as of May 15, 2025.
    • Signed separate Letters of Intent with Energy Systems Group, an award-winning energy services company, for the deployment of over 2.35 MWs of solar power at two school districts on Long Island.

    2025 FINANCIAL GUIDANCE

    Based on results for the first quarter of 2025, progress associated with our corporate transformation activities, and current business conditions and estimated outlook, the Company is providing the following financial guidance for the year ending December 31, 2025:

    • Total sales of $65 million to $70 million, a projected increase of between 14% and 23% from total sales of $56.9 million in 2024.
    • Adjusted EBITDA of $0.5 million to $0.7 million, an increase from an Adjusted EBITDA loss in 2024.

    Guidance for full year 2025 is based on the Company’s current views, beliefs, estimates and assumptions. It does not include any potential impact related to, among numerous other potential events that are largely out of our control, such as current or future tariffs, global disruptions, broader industry dynamics and trade policy changes, which the Company is unable to predict at this time. All financial expectations are forward-looking, and actual results may differ materially from such expectations, as further discussed below under the heading ” Forward-Looking Statements.”

    We are not able to provide a reconciliation of Adjusted EBITDA guidance for full year 2025 to net profit (loss), the most directly comparable GAAP financial measure, because certain items that are excluded from Adjusted EBITDA but included in net profit (loss) cannot be predicted on a forward-looking basis without unreasonable effort or are not within our control.

    Q1 2025 CONFERENCE CALL

    Management will host a conference call on Friday, May 16, 2025 at 9:00 am ET. Interested parties may participate in the call by dialing:

    • Domestic: (800) 715-9871
    • International: (646) 307-1963
    • Passcode: 1430444

    The conference call will also be accessible via the Investor Relations section of the Company’s web site at https://ir.sunation.com/news-events or via this link: https://edge.media-server.com/mmc/p/6k6euqgi

    About SUNation Energy, Inc.

    SUNation Energy, Inc. is focused on growing leading local and regional solar, storage, and energy services companies nationwide. Our vision is to power the energy transition through grass-roots growth of solar electricity paired with battery storage. Our portfolio of brands (SUNation, Hawaii Energy Connection, E-Gear) provide homeowners and businesses of all sizes with an end-to-end product offering spanning solar, battery storage, and grid services. SUNation Energy, Inc.’s largest markets include New York, Florida, and Hawaii, and the company operates in three (3) states.

    Forward Looking Statements 

    Our prospects here at SUNation Energy Inc. are subject to uncertainties and risks. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, “should”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company’s filings with the SEC which can be found on the SEC’s website at www.sec.gov.

               
               
    SUNATION ENERGY, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
               
    ASSETS
      March 31   December 31
      2025   2024
    CURRENT ASSETS:          
    Cash and cash equivalents $ 1,447,329     $ 839,268  
    Restricted cash and cash equivalents   292,901       312,080  
    Trade accounts receivable, less allowance for          
        credit losses of $215,738 and $240,817, respectively   3,927,676       4,881,094  
    Inventories, net   2,512,552       2,707,643  
    Related party receivables   23,739       23,471  
    Prepaid expenses   1,383,296       1,587,464  
    Costs and estimated earnings in excess of billings   692,821       560,648  
    Other current assets   264,875       198,717  
    TOTAL CURRENT ASSETS   10,545,189       11,110,385  
    PROPERTY, PLANT AND EQUIPMENT, net   1,164,610       1,238,898  
    OTHER ASSETS:          
    Goodwill   17,443,869       17,443,869  
    Operating lease right of use asset   3,600,546       3,686,747  
    Intangible assets, net   11,661,458       12,220,833  
    Other assets, net   12,000       12,000  
    TOTAL OTHER ASSETS   32,717,873       33,363,449  
    TOTAL ASSETS $ 44,427,672     $ 45,712,732  
    LIABILITIES AND STOCKHOLDERS’ EQUITY
    CURRENT LIABILITIES:          
    Accounts payable $ 6,514,331     $ 8,032,769  
    Accrued compensation and benefits   817,585       796,815  
    Operating lease liability   329,793       321,860  
    Accrued warranty   183,375       350,013  
    Other accrued liabilities   1,375,025       1,055,995  
    Accrued loss contingencies   342,216       1,300,000  
    Income taxes payable   19,686       5,071  
    Refundable customer deposits   1,426,398       1,870,173  
    Billings in excess of costs and estimated earnings   298,173       444,310  
    Contingent value rights   292,901       312,080  
    Earnout consideration   2,110,896       2,500,000  
    Contingent forward contract   5,406,033        
    Current portion of loans payable   351,249       3,139,113  
    Current portion of loans payable – related party   806,154       6,951,563  
    Embedded derivative liability         82,281  
    TOTAL CURRENT LIABILITIES   20,273,815       27,162,043  
    LONG-TERM LIABILITIES:          
    Loans payable and related interest   1,248,397       6,531,650  
    Loans payable and related interest – related party   4,712,780        
    Operating lease liability   3,385,783       3,471,623  
    TOTAL LONG-TERM LIABILITIES   9,346,960       10,003,273  
    COMMITMENTS AND CONTINGENCIES (Note 6)          
    STOCKHOLDERS’ EQUITY          
    Series A Convertible preferred stock, par value $1.00 per share;
         3,000,000 shares authorized; no shares issued and outstanding, respectively
             
    Series D preferred stock, par value $1.00 per share;
         3,000,000 shares authorized; 1 and no shares issued and outstanding, respectively
      1        
    Common stock, par value $0.05 per share; 125,000 shares authorized;          
        81,391 and 9,343 shares issued and outstanding, respectively(1)   4,070       467  
    Additional paid-in capital(1)   61,198,304       51,445,995  
    Accumulated deficit   (46,395,478 )     (42,899,046 )
    TOTAL STOCKHOLDERS’ EQUITY   14,806,897       8,547,416  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 44,427,672     $ 45,712,732  
               
    (1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.
     
                 
                 
    SUNATION ENERGY, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
                 
      Three Months Ended March 31  
      2025   2024  
    Sales $ 12,636,638     $ 13,219,197    
    Cost of sales   8,205,313       8,413,749    
    Gross profit   4,431,325       4,805,448    
    Operating expenses:            
    Selling, general and administrative expenses   6,039,298       6,629,027    
    Amortization expense   559,375       709,375    
    Fair value remeasurement of SUNation earnout consideration         (350,000 )  
    Total operating expenses   6,598,673       6,988,402    
    Operating loss   (2,167,348 )     (2,182,954 )  
    Other (expense) income:            
    Investment and other income   48,165       45,841    
    Gain on sale of assets         6,118    
    Fair value remeasurement of warrant liability         3,728,593    
    Fair value remeasurement of contingent forward contract   109,492          
    Fair value remeasurement of contingent value rights   19,179       376,085    
    Financing fees   (576,594 )        
    Interest expense   (571,240 )     (764,870 )  
    Loss on debt extinguishment   (343,471 )        
    Other (expense) income, net   (1,314,469 )     3,391,767    
    Net (loss) income before income taxes   (3,481,817 )     1,208,813    
    Income tax expense   14,615       6,162    
    Net (loss) income   (3,496,432 )     1,202,651    
                 
    Deemed dividend on extinguishment of Convertible Preferred Stock         (751,125 )  
    Deemed dividend on modification of PIPE Warrants         (10,571,514 )  
    Net loss attributable to common shareholders $ (3,496,432 )   $ (10,119,988 )  
                 
                 
    Basic net loss per share(1) $ (106.71 )   $ (38,414.84 )  
    Diluted net loss per share(1) $ (106.71 )   $ (38,414.84 )  
                 
    Weighted Average Basic Shares Outstanding(1)   32,766       263    
    Weighted Average Dilutive Shares Outstanding(1)   32,766       263    
                 
    (1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.
     

    Non-GAAP Financial Measures
    This press release also includes non-GAAP financial measures that differ from financial measures calculated in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is a non-GAAP financial measure provided in this release, and is net (loss) income calculated in accordance with GAAP, adjusted for interest, income taxes, depreciation, amortization, stock compensation, gain on sale of assets, financing fees, loss on debt remeasurement, and non-cash fair value remeasurement adjustments as detailed in the reconciliations presented below in this press release.

    These non-GAAP financial measures are presented because the Company believes they are useful indicators of its operating performance. Management uses these measures principally as measures of the Company’s operating performance and for planning purposes, including the preparation of the Company’s annual operating plan and financial projections. The Company believes these measures are useful to investors as supplemental information and because they are frequently used by analysts, investors, and other interested parties to evaluate companies in its industry. The Company also believes these non-GAAP financial measures are useful to its management and investors as a measure of comparative operating performance from period to period.

    The non-GAAP financial measures presented in this release should not be considered as an alternative to, or superior to, their respective GAAP financial measures, as measures of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, these measures do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating non-GAAP financial measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using non-GAAP financial measures on a supplemental basis. The Company’s definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

       
    SUNATION ENERGY, INC.
    RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA
       
      Three Months Ended March 31
        2025       2024  
    Net (Loss) Income $ (3,496,432 )   $ 1,202,651  
    Interest expense   571,240       764,870  
    Interest income   (3,162 )     (21,555 )
    Income taxes   14,615       6,162  
    Depreciation   67,940       92,417  
    Amortization   559,375       709,375  
    Stock compensation   30,815       197,306  
    Gain on sale of assets         (6,118 )
    FV remeasurement of contingent value rights   (19,179 )     (376,085 )
    FV remeasurement of earnout consideration         (350,000 )
    FV remeasurement of warrant liability         (3,728,593 )
    FV remeasurement of contingent forward contract   (109,492 )      
    Financing fees   576,594        
    Loss on debt remeasurement   343,471        
    Adjusted EBITDA $ (1,464,215 )   $ (1,509,570 )

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    Revenue of $3.4 Million for Q1 2025, Representing 213% Growth from Q1 2024

    Gross Profit of $2.8 Million for Q1 2025, Representing 297% Growth from Q1 2024; Gross Margin Expanded to 82.1% in Q1 2025 from 64.7% in Q1 2024

    Q1 2025 Net Loss Improved to ($3.6) Million from ($7.9) Million in Q4 2024, Positioning the Company to Cash Break-Even Operations in FY2025

    Management to Host First Quarter 2025 Results Conference Call Today, Thursday, May 15, 2025 at 5:45 p.m. Eastern Time

    SEATTLE, May 15, 2025 (GLOBE NEWSWIRE) — Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today reported financial results for the first quarter ended March 31, 2025.

    First Quarter 2025 and Subsequent Key Financial & Operational Highlights

    • Revenue of $3.4 million for Q1 2025, representing an increase of 213% million over Q1 2024 and a 160% sequential increase.
    • Gross profit of $2.8 million for Q1 2025, representing an increase of 297% over Q1 2024. Gross margin was 82.1% in Q1 2025, compared to 64.7% in Q1 2024.
    • Annual Recurring Revenue (ARR) of $14.9 million for Q1 2025. This represents a 268% annualized ARR growth rate compared to Q4 2024.
    • Q1 2025 Net Loss was ($3.6) million, a $4 million sequential improvement from Q4 2024 Net Loss of ($7.9) million.
    • Q1 2025 Adjusted EBITDA was ($1.7) million, compared to ($1.5) million in Q1 2024.
    • Completed acquisition of Vidello, Ltd. (“Vidello”) on January 31, 2025.
    • Signed a definitive agreement to acquire Act-On Software Inc. (“Act-On”), an enterprise marketing automation platform (MAP) provider, which is projected to increase revenue by $27 million for the twelve-month period ending December 31, 2025, on a pro-forma basis, when completed; acquisition subject to closing conditions.
    • Completed ahead-of-schedule repayment of $20.3 million of outstanding liabilities as of March 31, 2025, pursuant to the $24.8 million debt payoff and restructuring agreements announced on September 24, 2024.
    • Expanded customer base to over 90,000 total customers.

    “In the first quarter, as our Vidello and OpenReel businesses continued to drive revenue momentum, we also focused on shoring up the financial strength of the company,” said Joe Davy, Founder and CEO of Banzai. “Revenue was $3.3 million for the first quarter of 2025, representing a 207% increase from the prior year from continued strong performance for our products. We closed the acquisition of Vidello in February, and progress continued toward closing the acquisition of Act-On Software, which is projected to increase revenue by $27 million for the full year 2025 on a pro-forma basis when completed, which remains subject to the satisfaction or waiver of closing conditions and therefore there is no guarantee it will be completed or provide such revenue.

    “For the first quarter, we achieved a 268% annualized Annual Recurring Revenue growth rate. Growth was driven by our focus on mid-market and enterprise customers, and on the Reach product through re-engineering and expanded sales efforts. In total, we now serve over 90,000 customers.

    “We made significant improvements to our balance sheet and cost structure, which we believe will position us for sustainable profitability in the future. With the investment in our Vidello acquisition, we further improved our financial position and flexibility with a $5.1 million year over year improvement in stockholders’ equity to a positive $2.4 million as of March 31, 2025. We also implemented a strategic initiative that we expect will enable us to significantly improve net income, substantially extend our cash runway, and invest in growth. We are making significant progress toward these goals and overall improvement in net income is expected to be approximately $13.5 million annually when fully implemented, while maintaining our growth outlook.

    “In the first quarter Banzai secured expanded agreements with several prominent enterprises including RBC Capital Markets for our OpenReel solution, further cementing OpenReels position as a leading digital video creation platform for enterprise marketing teams. These agreements further validate our expansion strategy in the enterprise and mid-market. We are seeing solid traction in the financial sector, where the OpenReel Creator tool gives global financial firms the ability to offer standardized branded video with personalization at scale for their wealth managers, partners, and other stakeholders.

    “To better serve our customers, we have continued to invest in our products and growth initiatives. We launched CreateStudio 4.0, with major A.I. enhancements for video creation including new A.I. builders, hook generators and assistant, and improved audio visualizer, call-to-action, and UI improvements.

    “Looking ahead, our acquisitions have allowed us to build an integrated platform of AI-powered MarTech solutions that is driving strong growth with its marketing results. We are focused on adding innovative new products and capabilities that will provide compelling solutions for our clients and further our market reach. As we continue to invest in our software platform, sales and marketing, product development, acquisition strategy and other organic growth initiatives, we are managing costs efficiently. We are also continuing to strengthen our capital structure and balance sheet, to deliver a material benefit to both net income and shareholders’ equity. We look forward to additional updates on our anticipated milestones in the weeks and months to come,” concluded Davy.

    First Quarter 2025 Financial Results

    Banzai believes its non-GAAP financial measure ARR is more meaningful in evaluating its performance. The Company’s management team evaluates its financial and operating results utilizing this non-GAAP measure. For the three months ended March 31, 2025, ARR increased to $14.9 million, representing a 268% annualized ARR growth rate.

    Total revenue for the three months ended March 31, 2025, was $3.4 million, a sequential increase of 160% from the three months ended December 31, 2024, and an increase of 213% compared to the prior year quarter.

    Total cost of revenue for the three months ended March 31, 2025 was $0.6 million, compared to $0.4 million in the prior year quarter, an increase of 59%. The increase was proportional to the revenue for the corresponding period.

    Gross profit for the three months ended March 31, 2025, was $2.8 million, compared to $0.7 million in the prior year quarter. Gross margin was 82.1% in the first quarter of 2025, compared to 64.7% in the first quarter of 2024.

    Total operating expenses for the three months ended March 31, 2025, were $7.7 million, compared to $4.1 million in the prior year quarter. The increase in operating expenses were primarily due to the additions of OpenReel and Vidello and overall operating expenses.

    Net loss for the three months ended March 31, 2025, was $3.6 million, compared to $4.3 million in the prior year quarter.

    Adjusted EBITDA for the three months ended March 31, 2025, was ($1.7) million, compared to Adjusted EBITDA of ($1.5) million for the prior year quarter. This period-over-period decrease is primarily attributable to increased gain on extinguishments of liabilities offset by loss on issuance of term notes and increased transaction related expenses.

    Net cash used in operating activities for the three months ended March 31, 2025, was $5.0 million, compared to $2.1 million for the three months ended March 31, 2024.

    Cash totaled $0.8 million as of March 31, 2025, compared to $1.1 million as of December 31, 2024.

    Annual Recurring Revenue (“ARR”) refers to annual run-rate revenue of subscription agreements from all customers in the last month of the measured period. These statements are forward-looking and actual ARR may differ materially. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause Banzai’s actual ARR to differ materially from these forward-looking statements.

    First Quarter 2025 Results Conference Call

    Banzai Founder & CEO Joe Davy and Interim CFO Alvin Yip will host the conference call, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

    To access the call, please use the following information:

    A replay of the webcast and the presentation utilized during the call will be available in the Company’s investor relations section here.

    Note About Non-GAAP Financial Measures

    Adjusted EBITDA

    In addition to our results determined in accordance with U.S. GAAP, we believe that Adjusted EBITDA, a non-GAAP measure as defined below, is useful in evaluating our operational performance distinct and apart from certain irregular, non-cash, and non-operational expenses. We use this information for ongoing evaluation of operations and for internal planning purposes. We believe that non- GAAP financial information, when taken collectively with results under GAAP, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies.

    Non-GAAP measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We endeavor to compensate for the limitation of Adjusted EBITDA, by also providing the most directly comparable GAAP measure, which is net loss, and a description of the reconciling items and adjustments to derive the non-GAAP measure.

    Adjusted EBITDA should only be considered alongside results prepared in accordance with GAAP, including various cash-flow metrics, net income (loss) and our other GAAP results and financial performance measures.

    Net Income/(Loss) to Adjusted EBITDA Reconciliation
     
        Three
    Months
    Ended
    March 31,
        Three
    Months
    Ended
    March 31,
        Period-
    over-
        Period-
    over-
     
    ($ in Thousands)   2025     2024     Period $     Period %  
    Net loss   $ (3,644 )   $ (4,291 )   $ 647       -15.1 %
    Depreciation expense     247       2       245       12250.0 %
    Stock based compensation     337       43       294       685.9 %
    Interest expense           451       (451 )     -100.0 %
    Interest expense – related party     358       578       (220 )     -38.1 %
    Income tax expense     74       (1 )     75       -7500.0 %
    GEM commitment fee expense           200       (200 )     -100.0 %
    Gain on extinguishment of liabilities     (4,343 )     (528 )     (3,815 )     722.5 %
    Loss on debt issuance     274       171       103       60.2 %
    Loss on issuance of term notes     1,770             1,770     nm  
    Change in fair value of warrant liability     (4 )     (408 )     404       -99.0 %
    Change in fair value of warrant liability – related party     2       (115 )     117       -101.7 %
    Change in fair value of bifurcated embedded derivative liabilities – related party     43             43     nm  
    Change in fair value of convertible notes     159       544       (385 )     -70.8 %
    Change in fair value of term notes     166             166     nm  
    Change in fair value of convertible bridge notes     (22 )           (22 )   nm  
    Loss on yorkville sepa advances     385             385     nm  
    Other expense, net     (125 )     (4 )     (121 )     3025.0 %
    Transaction related expenses*     2,582       1,842       740       40.2 %
    Adjusted EBITDA (Loss)   $ (1,742 )   $ (1,512 )   $ (230 )     15.2 %


    About Banzai

    Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. On a mission to help their customers grow, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Customers who use Banzai’s product suite include Autodesk, Dell Technologies, New York Life, Thermo Fisher Scientific, Thinkific, and ActiveCampaign, among thousands of others. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. 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. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

    Investor Relations
    Chris Tyson
    Executive Vice President
    MZ Group – MZ North America
    949-491-8235
    BNZI@mzgroup.us
    www.mzgroup.us

    Media
    Nancy Norton
    Chief Legal Officer, Banzai
    media@banzai.io

    BANZAI INTERNATIONAL, INC.
    Consolidated Balance Sheets
     
        March 31, 2025     December 31, 2024  
        (Unaudited)        
    ASSETS            
    Current assets:            
    Cash   $ 780,764     $ 1,087,497  
    Accounts receivable, net of allowance for credit losses of $14,503 and $24,210, respectively     1,028,379       936,321  
    Prepaid expenses and other current assets     831,394       643,674  
    Total current assets     2,640,537       2,667,492  
                 
    Property and equipment, net     10,889       3,539  
    Intangible assets, net     8,936,187       3,883,853  
    Goodwill     21,991,721       18,972,475  
    Operating lease right-of-use assets     66,896       72,565  
    Bifurcated embedded derivative asset – related party     20,000       63,000  
    Other assets     13,984       11,154  
    Total assets     33,680,214       25,674,078  
                 
    LIABILITIES AND STOCKHOLDERS’ DEFICIT            
    Current liabilities:            
    Accounts payable     2,830,450       7,782,746  
    Accrued expenses and other current liabilities     4,030,965       3,891,018  
    Convertible notes (Yorkville)     1,684,000        
    Convertible notes – related party     8,104,901       8,639,701  
    Convertible notes           215,057  
    Notes payable, carried at fair value     5,949,001       3,575,000  
    Warrant liability     11,000       15,000  
    Warrant liability – related party     4,600       2,300  
    Earnout liability     2,046,370       14,850  
    Due to related party     167,118       167,118  
    Deferred revenue     4,419,195       3,934,627  
    Operating lease liabilities, current     23,485       22,731  
    Total current liabilities     29,271,085       28,260,148  
                 
    Deferred revenue, non-current     111,161       117,643  
    Deferred tax liability     1,309,333       10,115  
    Operating lease liabilities, non-current     43,765       49,974  
    Total liabilities     30,735,344       28,437,880  
                 
    Commitments and contingencies (Note 15)            
                 
    Stockholders’ equity (deficit):            
    Common stock, $0.0001 par value, 275,000,000 (250,000,000 Class A and 25,000,000 Class B) shares authorized and 14,686,775 (12,375,641 Class A and 2,311,134 Class B) and 8,195,163 (5,884,029 Class A and 2,311,134 Class B) issued and outstanding at March 31, 2025 and December 31, 2024, respectively     1,450       800  
    Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 1 and 1 shares issued and outstanding at March 31, 2025 and December 31, 2024            
    Additional paid-in capital     84,866,612       75,515,111  
    Accumulated deficit     (81,923,192 )     (78,279,713 )
    Stockholders’ equity (deficit)     2,944,870       (2,763,802 )
    Total liabilities and stockholders’ equity (deficit)   $ 33,680,214     $ 25,674,078  
    BANZAI INTERNATIONAL, INC.
    Unaudited Condensed Consolidated Statements of Operations
     
        For the Three Months Ended March 31,  
        2025     2024  
                 
    Revenue   $ 3,379,083     $ 1,079,472  
    Cost of revenue     605,999       381,380  
    Gross profit     2,773,084       698,092  
                 
    Operating expenses:            
    General and administrative expenses     7,433,088       4,098,789  
    Depreciation and amortization expense     246,691       1,564  
    Total operating expenses     7,679,779       4,100,353  
                 
    Operating loss     (4,906,695 )     (3,402,261 )
                 
    Other expenses (income):            
    GEM settlement fee expense           200,000  
    Interest income     (2 )     (10 )
    Interest expense           451,399  
    Interest expense – related party     358,381       577,513  
    Gain on extinguishment of liabilities     (4,343,406 )     (527,980 )
    Loss on debt issuance     273,800       171,000  
    Loss on extinguishment of term notes     1,769,895        
    Change in fair value of warrant liability     (4,000 )     (408,000 )
    Change in fair value of warrant liability – related party     2,300       (115,000 )
    Change in fair value of bifurcated embedded derivative assets – related party     43,000        
    Change in fair value of convertible notes     159,100       544,000  
    Change in fair value of term notes     165,906        
    Change in fair value of convertible bridge notes     (21,714 )      
    Loss on Yorkville SEPA advances     384,524        
    Other income, net     (124,531 )     (4,118 )
    Total other (income) expenses, net     (1,336,747 )     888,804  
    Loss before income taxes     (3,569,948 )     (4,291,065 )
    Income tax expense (benefit)     73,531       (933 )
    Net loss     (3,643,479 )     (4,290,132 )
                 
    Net loss attributable to common shareholders   $ (3,643,479 )   $ (4,290,132 )
                 
    Net loss per share attributable to common shareholders            
    Basic and diluted   $ (0.15 )   $ (1.64 )
                 
    Weighted average common shares outstanding            
    Basic and diluted     23,963,166       2,612,025  
    BANZAI INTERNATIONAL, INC.
    Unaudited Condensed Consolidated Statements of Cash Flows
     
        For the Three Months Ended March 31,  
        2025     2024  
    Cash flows from operating activities:            
    Net loss   $ (3,643,479 )   $ (4,290,132 )
    Adjustments to reconcile net loss to net cash used in operating activities:            
    Depreciation and amortization expense     246,691       1,564  
    Provision for credit losses on accounts receivable     (9,707 )     (2,191 )
    Non-cash share issuance for marketing expenses           48,734  
    Non-cash shares issued for consulting expenses     232,500        
    Non-cash settlement of GEM commitment fee           200,000  
    Discount at issuance on notes carried at fair value     16,200        
    Non-cash interest expense           374,944  
    Non-cash interest expense – related party     336,275       87,758  
    Amortization of debt discount and issuance costs     (885 )     30,027  
    Amortization of debt discount and issuance costs – related party           489,755  
    Amortization of operating lease right-of-use assets     5,669       43,705  
    Stock based compensation expense     336,568       42,827  
    Gain on extinguishment of liability     (4,343,406 )     (527,980 )
    Loss on debt issuance     273,800       171,000  
    Loss on extinguishment of term notes     1,769,895        
    Loss on SEPA issuance     384,524        
    Change in fair value of warrant liability     (4,000 )     (408,000 )
    Change in fair value of warrant liability – related party     2,300       (115,000 )
    Change in fair value of bifurcated embedded derivative liabilities – related party     43,000        
    Change in fair value of convertible promissory notes     159,100       544,000  
    Change in fair value of term notes     165,906        
    Change in fair value of convertible bridge notes     (21,714 )      
    Changes in operating assets and liabilities:            
    Accounts receivable     (82,351 )     72,570  
    Prepaid expenses and other current assets     (187,720 )     (186,558 )
    Other assets     (2,830 )      
    Accounts payable     (609,595 )     1,897,046  
    Deferred revenue     36,602       31,210  
    Accrued expenses     (212,557 )     (524,713 )
    Operating lease liabilities     (5,455 )     (75,078 )
    Earnout liability     170,481       (22,274 )
    Deferred revenue – long-term     (6,482 )      
    Deferred tax liability     (25,032 )      
    Net cash used in operating activities     (4,975,702 )     (2,116,786 )
    Cash flows from investing activities:            
    Cash paid in acquisition of Vidello, net of cash acquired     (2,677,480 )      
    Net cash used in investing activities     (2,677,480 )      
    Cash flows from financing activities:            
    Payment of GEM commitment fee promissory note     (215,057 )     (1,200,000 )
    Repayment of convertible notes (Yorkville)     (1,877,100 )      
    Proceeds from term notes, net of issuance costs     4,000,000        
    Repayment of term notes     (3,686,086 )      
    Partial repayment of convertible notes – related party     (870,190 )      
    Proceeds from issuance of convertible notes, net of issuance costs     3,258,000       2,250,000  
    Proceeds from issuance of shares to Yorkville under the SEPA     6,687,082        
    Proceeds from shares issued to Verista     49,800        
    Net cash provided by financing activities     7,346,449       1,050,000  
    Net decrease in cash     (306,733 )     (1,066,786 )
    Cash at beginning of period     1,087,497       2,093,718  
    Cash at end of period   $ 780,764     $ 1,026,932  
    Supplemental disclosure of cash flow information:            
    Cash paid for interest           44,814  
    Non-cash investing and financing activities            
    Shares issued to Roth for advisory fee           278,833  
    Shares issued to GEM           100,000  
    Shares issued for marketing expenses           194,935  
    Shares issued to Hudson for consulting fee     232,500        
    Settlement of GEM commitment fee           200,000  
    Consideration transferred for acquisition of Vidello     1,661,677        
    Assets acquired in acquisition of Vidello     8,393,172        
    Liabilities assumed in acquisition of Vidello     3,986,464        
    Shares issued to Yorkville of aggregate commitment fee           500,000  
    Conversion of convertible notes – Yorkville           1,667,000  
    Conversion of convertible notes – related party           2,540,091  

    The MIL Network

  • MIL-OSI: Binah Capital Group Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    – Grew Total Revenue 18% Year-over-Year to $49 Million –

    – Assets Under Management (“AuM”) Increased 3% Year-over-Year to $26 Billion –

    – Net Income of $1 Million –

    – Increased EBITDA1to $2.2 Million from $(0.0) Million in the Prior Year –

    NEW YORK, May 15, 2025 (GLOBE NEWSWIRE) — Binah Capital Group, Inc. (“Binah”, “Binah Capital” or the “Company”) (NASDAQ: BCG; BCGWW), a leading financial services enterprise that owns and operates a network of industry-leading firms empowering independent financial advisors, today announced results for the quarter ended March 31, 2025.

    “We once again delivered strong results, which is a continued testament to our differentiated RIA platform,” stated Craig Gould, Chief Executive Officer of Binah Capital Group. “Highlighting our business model’s sustained momentum and the effective execution of our growth initiatives, we achieved double-digit year-over-year growth in both revenue and EBITDA while delivering GAAP profitability in the first quarter. Subsequent to quarter-end, we were pleased to welcome Bleakley Financial Group to the Binah family, underscoring the strength of our open-architecture platform and the confidence that leading entrepreneurial firms place in Binah. Additionally, we further expanded and strengthened our executive leadership with the appointment of Ryan Marcus as our Chief Business Development and Engagement Officer. Looking ahead, we believe our resilient and differentiated platform leaves us well-positioned to navigate the dynamic macro environment and drive long-term shareholder value.”

    First Quarter 2025 Key Highlights

    • Total advisory and brokerage assets in the first quarter grew 3% year-over-year to $26 billion.
    • Total revenue increased 18% year-over-year to $49 million.
    • Gross profit of $8.6 million, compared to $7.8 million in the prior-year period.
    • Total operating expenses were $7 million, compared to $10 million in the prior-year period. The change in operating expenses was primarily due to costs incurred in the prior-year period related to the consummation of the business combination but did not occur in the first quarter of 2025.
    • GAAP net income of $1 million, compared to GAAP net loss of $(1.6) million in the prior-year period.
    • EBITDA* increased to $2.2 million, compared to an EBITDA of $(0.0) in the prior year period. The increase was primarily attributable to higher revenue growth and lower expenses, as the first quarter 2025 did not include the business combination related costs that occurred in the prior-year period.

    Liquidity and Capital

    The Company had cash and cash equivalents of $9 million and outstanding long-term debt of $25 million as of March 31, 2025.

    _______________

    * See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

    About Binah Capital Group

    Binah Capital Group (“Binah Capital”, “Binah” or the “Company,” is a financial services enterprise that owns and operates a network of industry-leading firms that empower independent financial advisors. As a national broker-dealer aggregator, Binah specializes in delivering value through its innovative hybrid-friendly model, making it an optimal platform for RIAs navigating today’s complex financial landscape. Binah’s portfolio companies are built to help advisors run, manage, and execute commission-based business seamlessly while providing best in class resources to support their advisory practice. We don’t just offer tools—we cultivate partnerships. Binah Capital Group stands alongside RIAs as a trusted ally, delivering the structure, flexibility, and cutting-edge solutions they need to succeed in an increasingly competitive marketplace.

    For more, please visit: www.binahcap.com

    Contact:

    Binah Capital Investor Relations
    ir@binahcap.com

    Binah Capital Public Relations
    media@binahcap.com

    Non-GAAP Financial Measure

    EBITDA is a non-GAAP financial measure, defined as net income (loss) adjusted for depreciation expense, amortization, interest expense and income tax. The Company presents EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA is not a measure of the Company’s financial performance under GAAP or liquidity and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. The principal limitations of EBITDA are that it excludes certain expenses that are required by U.S. GAAP to be recorded in our consolidated financial statements. In addition, EBITDA is subject to inherent limitations as these metrics reflect the exercise of judgment by management about which expenses are excluded or included in determining EBITDA. A reconciliation of EBITDA to Net income, the most directly comparable GAAP measure, appears below.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of Binah. Forward-looking statements include, but are not limited to statements regarding: Binah’s financial and operational outlook; Binah’s operational and financial strategies, including planned growth initiatives and the benefits thereof, Binah’s ability to successfully effect those strategies, and the expected results therefrom. These forward-looking statements generally are identified by the words “believe,” “project,” “estimate,” “expect,” ‎‎”intend,” “anticipate,” “goals,” “prospects,” “will,” “would,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).

    While Binah believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: our ability to comply with supervisory and regulatory compliance obligations, the risk we may be held liable for misconduct by our advisors; poor performance of our investment products and services; our ability to effectively maintain and enhance our brand and reputation; our ability to expand and retain our customer base; our future capital requirements and sources and uses of cash; the risk that an increase in government regulation of the industries and markets in which we operate could negatively impact our business; the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, devaluation and significant political or civil disturbances in international markets; and the effectiveness of Binah’s control environment, including the identification of control deficiencies.

    These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties set forth in documents filed by Binah with ‎the U.S. Securities and Exchange Commission from time to time, including the Annual ‎Report on Form 10-K and Quarterly Reports on Form 10-Q and subsequent ‎periodic reports. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Binah cautions you not to place undue reliance on the ‎forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Binah assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Binah does not give any assurance that it will achieve its expectations.

    Binah Capital Group Consolidated Balance Sheet

    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    MARCH 31, 2025 AND DECEMBER 31, 2024
    (in thousands, except per share amounts)
                 
        Unaudited        
        March 31, 2025     December 31, 2024  
    ASSETS                
    Assets:                
    Cash, cash equivalents and restricted cash   $ 8,821     $ 8,486  
    Receivables, net:                
    Commission receivable     9,603       9,198  
    Due from clearing broker     565       873  
    Other     1,672       938  
    Property and equipment, net     511       599  
    Right of use assets     3,574       3,730  
    Intangible assets, net     933       1,021  
    Goodwill     39,839       39,839  
    Other assets     2,359       1,993  
                     
    Total Assets   $ 67,877     $ 66,677  
                     
    LIABILITIES AND STOCKHOLDERS’ EQUITY                
                     
    Liabilities:                
    Accounts payable, accrued expenses and other liabilities   $ 11,332     $ 10,208  
    Commissions payable     11,460       11,468  
    Operating lease liabilities     3,675       3,820  
    Notes payable, net of unamortized debt issuance costs of $702 and $739 as of March 31, 2025 and December 31, 2024, respectively     19,091       19,561  
    Promissory notes-affiliates     5,313       5,442  
                     
    Total Liabilities     50,870       50,499  
                     
    Mezzanine Equity:                
    Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,572,000 and 1,555,000 shares outstanding at March 31, 2025 and December 31, 2024     15,121       14,947  
    Stockholders’ Equity:                
    Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at March 31, 2025 and December 31, 2024     1,500       1,500  
    Common stock, $0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at March 31, 2025 December 31, 2024            
    Additional paid-in-capital     22,606       22,984  
    Accumulated deficit     (22,220 )     (23,253 )
    Total Stockholders’ Equity and Mezzanine Equity     17,007       16,178  
                     
    TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY   $ 67,877     $ 66,677  


    Binah Capital Group Consolidated Statement of Operations

    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE PERIODS ENDED MARCH 31, 2025 AND 2024
    (in thousands, except per share amounts)
           
        Three months ended March 31,  
        2025     2024  
    Revenues:            
    Revenue from Contracts with Customers:                
    Commissions   $ 41,141     $ 34,395  
    Advisory fees     6,916       5,685  
    Total Revenue from Contracts with Customers     48,057       40,080  
    Interest and other income     879       1,369  
                     
    Total revenues     48,936       41,449  
                     
    Expenses:                
    Commissions and fees     40,298       33,655  
    Employee compensation and benefits     4,351       3,457  
    Rent and occupancy     285       295  
    Professional fees     536       4,337  
    Technology fees     753       362  
    Interest     566       1,062  
    Depreciation and amortization     187       301  
    Other     503       (578 )
                     
    Total expenses     47,479       42,891  
                     
    Income (loss) before provision for income taxes     1,456       (1,442 )
                     
    Provision for income taxes     423       139  
                     
    Net income (loss)   $ 1,033     $ (1,581 )
                     
    Net income attributable to Legacy Wentworth Management Services LLC members           730  
                     
    Net income (loss) attributable to Binah Capital Group, Inc.   $ 1,033     $ (2,311 )
                     
    Net income (loss) per share basic and diluted   $ 0.06     $ (0.14 )
                     
    Weighted average shares: basic and diluted     16,602       16,566  


    Binah Capital Group Reconciliation of GAAP Net Income to EBITDA

    EBITDA is a non-GAAP financial measure. EBITDA is defined as net income plus interest expense, provision for income taxes, and depreciation and amortization. The Company presents EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA is not a measure of the Company’s financial performance under GAAP or liquidity and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP.

    Below is a reconciliation of net income to EBITDA for the periods presented (in millions):

                 
        For the Three Months Ended March 31,  
    EBITDA Reconciliation   2025     2024  
    Net income (loss)   $ 1.0       (1.5 )
    Interest expense     0.6       1.1  
    Provision for income taxes     0.4       0.1  
    Depreciation and amortization     0.2       0.3  
    EBITDA   $ 2.2       (0.0 )

    _____________________________

    1Non-GAAP Financial Measures. EBITDA is a non-GAAP financial measure defined as net income (loss) adjusted for depreciation expense, amortization expense, interest expense, and income tax. See the section captioned “Non-GAAP Financial Measures” below for a detailed description and reconciliation of such Non-GAAP financial measures to their most directly comparable GAAP financial measures, as required by Regulation G.

    The MIL Network

  • MIL-OSI: Mountain America Credit Union Fits Hundreds of Ogden Elementary Students with New Shoes

    Source: GlobeNewswire (MIL-OSI)

    OGDEN, Utah, May 15, 2025 (GLOBE NEWSWIRE) — Mountain America Credit Union, in partnership with Operation Warm, donated 425 brand-new pairs of shoes to students from Bonneville Elementary on May 9, 2025. Volunteers from both organizations were on site to personally help each student select shoes with the perfect fit in colors they loved—offering comfort, confidence, and smiles as they head into the warmer months.

    “We are extremely excited about receiving such care and support for our students,” said Jer Bates, director of communications for the Ogden School District. “New shoes are a significant gift to our students. This is something that impacts and uplifts the whole community.”

    ​In Utah, approximately 8.5% of children live below the poverty line, highlighting the need for community initiatives like this one. Operation Warm focuses on supporting children’s well-being by providing essentials such as coats and shoes—resources that bolster a child’s self-esteem, readiness to learn, and ability to thrive.

    “At Mountain America, we are committed to make a meaningful difference in the community,” said Sterling Nielsen, president and CEO at Mountain America. “The smiles we see on the children’s faces as they receive their new shoes are so heartwarming. Our partnership with Operation Warm enables us to make a meaningful difference in the lives of these children, providing them with not only essential footwear but also a sense of hope and belonging.”

    Mountain America proudly solidified its partnership with Operation Warm in 2019. Since then, the credit union has donated a total of 6,462 essential items—including 2,450 pairs of shoes—to under-resourced communities across their footprint. This ongoing commitment reflects Mountain America’s dedication to supporting families in need and strengthening the communities it serves.

    To learn more about Mountain America’s community involvement, visit macu.com/newsroom.

    About Mountain America Credit Union
    With more than 1 million members and $20 billion in assets, Mountain America Credit Union helps its members define and achieve their financial dreams. Mountain America provides consumers and businesses with a variety of convenient, flexible products and services, as well as sound, timely advice. Members enjoy access to secure, cutting-edge mobile banking technology, over 100 branches across multiple states, and more than 50,000 surcharge-free ATMs. Mountain America—guiding you forward. Learn more at macu.com.

    The MIL Network

  • MIL-OSI: Wrap Technologies, Inc. Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    MIAMI, May 15, 2025 (GLOBE NEWSWIRE) — Wrap Technologies, Inc, (NASDAQ: WRAP) (“Wrap” or, the “Company”), a global leader in innovative public safety technologies and non-lethal tools, today announced financial and operating results for the first quarter ended March 31, 2025.

    Q1 2025 Financial Results:

    • Cash increased to $6.2 million, up from $3.6 million in Q1 2024
    • Margins increased over 21 points from 56.6% in Q1 2024 to 77.8% in Q1 2025, with cost of revenue decreasing 73.4%, from $640 thousand to $170 thousand, respectively.
    • Operating loss improved 5.2%, from $(4.1) million in Q1 2024 to $(3.9) million in Q1 2025.
    • Q1 2025 revenue was $765 thousand.
    • Net income was $109 thousand in Q1 2025 as compared to $117 thousand in Q1 2024.

    Recent Operational Highlights:

    • The revamped training and learning management system is expected to be ready for launch.
    • Customer reports show increased BolaWrap deployments.
    • Recent shifts in policies associated with costly effects of higher uses of force.
    • Departments with dedicated Crisis Intervention Teams are reporting increased usage in the growing mental health crises and response to Medical Behavioral Emergencies.
    • Company signed and executed a sales and marketing partnership which provides the Company coverage in the U.S. public safety market and federal government.
    • The Company’s move to the VA Facility is complete and manufacturing operations are substantially ready.
    • The Company completed the acquisition of W1 Global, LLC, a preeminent managed services and consulting firm led by an executive team of former high-ranking law enforcement and U.S. Intelligence Community professionals, with deep competencies in complex international criminal investigation, regulatory matters and compliance issues.
    • Expanded Wrap’s leadership in managed services with the addition of Joseph Bonavolonta, a 27-year FBI veteran, and Rob Heuchling, with a 15-year FBI career, to scale the Company’s support offerings.
    • Appointed Stephen M. Renna, former Executive at the Export-Import Bank of the United States, to lead Wrap’s international growth and financing strategy, strengthening its global expansion efforts.

    About Wrap Technologies, Inc.
    Wrap Technologies, Inc. (Nasdaq: WRAP) is a global leader in public safety solutions, bringing together cutting-edge technology with exceptional people to address the complex, modern day challenges facing public safety organizations.

    Wrap’s BolaWrap® solution is a safer way to gain compliance—without pain. This innovative, patented device deploys light, sound, and a Kevlar® tether to safely restrain individuals from a distance, giving officers critical time and space to manage non-compliant situations before resorting to higher-force options. The BolaWrap 150 does not shoot, strike, shock, or incapacitate—instead, it helps officers operate lower on the force continuum, reducing the risk of injury to both officers and subjects. Used by over 1,000 agencies across the U.S. and in 60 countries, BolaWrap® is backed by training certified by the International Association of Directors of Law Enforcement Standards and Training (IADLEST), reinforcing Wrap’s commitment to public safety through cutting-edge technology and expert training.

    Wrap Reality™ VR is an advanced, fully immersive training simulator designed to enhance decision-making under pressure. As a comprehensive public safety training platform, it provides first responders with realistic, interactive scenarios that reflect the evolving challenges of modern law enforcement. By offering a growing library of real-world situations, Wrap Reality™ equips officers with the skills and confidence to navigate high stakes encounters effectively, leading to safer outcomes for both responders and the communities they serve.

    Wrap’s Intrensic solution is an advanced body-worn camera and evidence management system built for efficiency, security, and transparency. Designed to meet the rigorous demands of modern law enforcement, Intrensic seamlessly captures, stores, and manages digital evidence, ensuring integrity and full chain-of-custody compliance. With automated workflows, secure cloud storage, and intuitive case management tools, it streamlines operations, reduces administrative burden, and enhances courtroom credibility.

    Trademark Information
    Wrap, the Wrap logo, BolaWrap®, Wrap Reality™ and Wrap Training Academy are trademarks of Wrap Technologies, Inc., some of which are registered in the U.S. and abroad. All other trade names used herein are either trademarks or registered trademarks of the respective holders.

    Cautionary Note on Forward-Looking Statements – Safe Harbor Statement
    This release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should”, “believe”, “target”, “project”, “goals”, “estimate”, “potential”, “predict”, “may”, “will”, “could”, “intend”, and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Moreover, forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the expected benefits of the acquisition of W1 Global, LLC, the Company’s ability to maintain compliance with the Nasdaq Capital Market’s listing standards; the Company’s ability to successfully implement training programs for the use of its products; the Company’s ability to manufacture and produce products for its customers; the Company’s ability to develop sales for its products; the market acceptance of existing and future products; the availability of funding to continue to finance operations; the complexity, expense and time associated with sales to law enforcement and government entities; the lengthy evaluation and sales cycle for the Company’s product solutions; product defects; litigation risks from alleged product-related injuries; risks of government regulations; the business impact of health crises or outbreaks of disease, such as epidemics or pandemics; the impact resulting from geopolitical conflicts and any resulting sanctions; the ability to obtain export licenses for counties outside of the United States; the ability to obtain patents and defend intellectual property against competitors; the impact of competitive products and solutions; and the Company’s ability to maintain and enhance its brand, as well as other risk factors mentioned in the Company’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, and other Securities and Exchange Commission filings. These forward-looking statements are made as of the date of this release and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

    Investor Relations Contact:
    (800) 583-2652
    ir@wrap.com

    The MIL Network

  • MIL-OSI: Primech AI Showcases Revolutionary HYTRON LITE Bathroom Cleaning Robot at Facilities Management Community of Practice Event in Singapore

    Source: GlobeNewswire (MIL-OSI)

    SINGAPORE, May 15, 2025 (GLOBE NEWSWIRE) — Primech AI Pte. Ltd. (“Primech AI” or the “Company”), a subsidiary of Primech Holdings Limited (Nasdaq: PMEC), participated in the Facilities Management Community of Practice (FM CoP) Session on Robotics co-organised by the Building and Construction Authority and JTC Corporation. The event at Temasek Polytechnic brought together industry leaders to explore innovative robotic solutions for the facilities management sector.

    Charles Ng, Co-Founder and Chief Operating Officer of Primech AI, delivered a presentation titled “Pioneering the Future of Robotics in Facilities Services,” highlighting the Company’s latest innovation, the HYTRON LITE bathroom cleaning robot. Powered by the NVIDIA Jetson Orin Nano Super and designed specifically for compact bathroom environments, HYTRON LITE represents Primech AI’s commitment to addressing the unique challenges of urban facilities management.

    “We were honored to share our vision for the future of cleaning robotics with Singapore’s facilities management community,” said Ng. “The HYTRON LITE demonstrates our focus on creating purpose-built solutions that address real-world challenges in space-constrained environments. Our presentation explored not only the technical capabilities of our robots but also our market expansion strategies both in Singapore and internationally.”

    The FM CoP Session on Robotics featured a comprehensive program addressing key aspects of robotics implementation in the built environment:

    • Temasek Polytechnic presented real-world use cases and challenges faced when adopting robotic solutions
    • HOPE Technik discussed enabling infrastructure for robots in buildings and highlighted technical standards
    • Primech AI showcased the HYTRON LITE and discussed market expansion strategies
    • A live demonstration of HYTRON LITE provided attendees with a full appreciation of its capabilities

    The event highlighted Singapore’s position at the forefront of smart facility management innovation, with Primech AI playing a key role in advancing autonomous cleaning solutions. The Company’s participation underscored the growing importance of robotic solutions in addressing labor challenges and enhancing operational efficiency in the facilities management sector.

    “Events like the FM CoP Session are crucial for knowledge sharing and industry advancement,” added Ng. “We were delighted to demonstrate how our technological innovations can transform cleaning operations in facilities across Singapore and beyond.”

    The demonstration of the HYTRON LITE generated significant interest among the approximately 80-100 attendees, with many facilities managers expressing interest in the robot’s compact design and advanced AI capabilities. The live demonstration allowed participants to witness firsthand how the robot navigates tight spaces and performs cleaning tasks efficiently.

    About the Facilities Management Community of Practice (FM CoP)
    The Facilities Management Community of Practice (FM CoP) initiative by the Building and Construction Authority and JTC Corporation brings together professionals in the facilities management sector to share knowledge, experiences, and best practices. The FM CoP Sessions focus on specific topics relevant to advancing Singapore’s facilities management sector.

    About Primech AI
    Primech AI is a leading robotics company dedicated to pushing the boundaries of innovation in technology. With a team of passionate individuals and a commitment to collaboration, Primech AI is poised to revolutionize the robotics industry with groundbreaking solutions that make a meaningful impact on society. For more information, visit www.primech.ai.

    About Primech Holdings Limited
    Headquartered in Singapore, Primech Holdings Limited is a leading provider of comprehensive technology-driven facilities services, predominantly serving both public and private sectors throughout Singapore. Primech Holdings offers an extensive range of services tailored to meet the complex demands of its diverse clientele. Services include advanced general facility maintenance services, specialized cleaning solutions such as marble polishing and facade cleaning, meticulous stewarding services, and targeted cleaning services for offices and homes. Known for its commitment to sustainability and cutting-edge technology, Primech Holdings integrates eco-friendly practices and smart technology solutions to enhance operational efficiency and client satisfaction. This strategic approach positions Primech Holdings as a leader in the industry and a proactive contributor to advancing industry standards and practices in Singapore and beyond. For more information, visit www.primechholdings.com.    

    Forward-Looking Statements
    Certain statements in this announcement are forward-looking statements, including, for example, statements about completing the acquisition, anticipated revenues, growth, and expansion. 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. These forward-looking statements are also based on assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure that such expectations will be correct. 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 SEC.

    Company Contact:
    Email: ir@primech.com.sg

    Investor Relations Contact:        
    Matthew Abenante, IRC
    President                                        
    Strategic Investor Relations, LLC                                         
    Tel: 347-947-2093
    Email: matthew@strategic-ir.com

    The MIL Network

  • MIL-OSI: FSI ANNOUNCES FIRST QUARTER, 2025 FINANCIAL RESULTS

    Source: GlobeNewswire (MIL-OSI)

    A CONFERENCE CALL IS SCHEDULED FOR FRIDAY, MAY 16, 2025, 11:00AM EASTERN TIME

    SEE DIAL IN NUMBER BELOW

    TABER, ALBERTA, May 15, 2025 (GLOBE NEWSWIRE) — FLEXIBLE SOLUTIONS INTERNATIONAL, INC. (NYSE Amex: FSI), is the developer and manufacturer of biodegradable polymers for oil extraction, detergent ingredients and water treatment as well as crop nutrient availability chemistry. Flexible Solutions also manufactures biodegradable and environmentally safe water and energy conservation technologies. FSI is also increasing its presense in the food and nutrition supplement manufacturing markets. Today the Company announces financial results for first quarter ended March 31, 2025.

    Mr. Daniel B. O’Brien, CEO, states, “The customers who adjusted inventory in Q1 returned to normal order patterns in April.” Mr. O’Brien continues, “ENP also saw lower revenue, which has rebounded in Q2 and we had lower investment income as a result of reduced ownership in the FL LLC.”

    • Sales for the first quarter (Q1) were $7,473,692 down approximately 19% when compared to sales of $9,224,872 in the corresponding period a year ago.
    • Q1, 2025 net income (loss) was ($277,734), or ($0.02) compared to a net income of $457,226, or $0.04 per share, in Q1, 2024.
    • The lower earnings reported for Q1, 2025 were due to lower sales volume, higher cost of goods including higher tariffs. Some costs that are needed for the CAPEX get classified as expenses and are set against current income. Our costs for the Panama factory have similar accounting effects.
    • Basic weighted average shares used in computing earnings per share amounts were 12,587,476 and 12,449,699 for Q1, 2025 and Q1, 2024 respectively.
    • Q1, 2025 Non-GAAP operating cash flow: The Company shows 3 months operating cash flow of $480,268, or $0.04 per share. This compares with operating cash flow of $1,382,874, or $0.11 per share, in the corresponding 3 months of 2024 (see the table and notes that follow for details of these calculations).

    The NanoChem division and ENP subsidiary continue to be the dominant sources of revenue and cash flow for the Company. New opportunities continue to unfold in detergent, water treatment, oil field extraction, turf, ornamental and agricultural use to further increase sales in these divisions. More recently, opportunities in the food and nutrition supplement manufacturing markets have emerged.

    CONFERENCE CALL

    A conference call has been scheduled for 11:00 am Eastern Time, 8:00 am Pacific Time, on Friday May 16th, 2025. CEO, Dan O’Brien will be presenting and answering questions on the conference call. To participate in this call please dial 1-888-999-5318 (or 1-848-280-6460) just prior to the scheduled call time. To join the call participants will be requested to give their name and company affiliation. The conference ID: SOLUTIONS and/or call title Flexible Solutions International – First Quarter, 2025 Financials may be requested

    The above information and following table contain supplemental information regarding income and cash flow from operations for the period ended March 31, 2025. Adjustments to exclude depreciation, stock option expenses and one time charges are given. This financial information is a Non-GAAP financial measure as defined by SEC regulation G. The GAAP financial measure most directly comparable is net income.

    The reconciliation of each Non-GAAP financial measure is as follows:

    FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
    CONSOLIDATED STATEMENT OF OPERATIONS
    FOR THREE MONTHS ENDED MARCH 31, 2025 AND 2024
    (THREE MONTHS OPERATING CASH FLOW – UNAUDITED)

        THREE MONTHS ENDED MARCH 31  
        2025     2024  
    Revenue   $ 7,473,692     $ 9,224,872  
    Income (loss) before income tax – GAAP   $ (153,678 )   $ 780,387  
    Provision for Income tax – net – GAAP   $ (110,363 )   $ (264,178 )
    Net income (loss) – GAAP   $ (277,734 )   $ 457,226  
    Net income (loss) per common share – basic. – GAAP   $ (0.02 )   $ 0.04  
    3 month weighted average shares used in computing per share amounts – basic.- GAAP     12,587,476       12,449,699  
           
          3 month Operating Cash Flow
    Ended March 31
    Operating Cash Flow (3 months). NON-GAAP      $ 480,268 a,b,c       $ 1,382,874 a,b,c  
    Operating Cash Flow per share excluding non-operating items and items not related to current operations (3 months) – basic. –NON-GAAP      $ 0.04 a,b,c       $ 0.11 a,b,c  
    Non-cash Adjustments (3 month) –GAAP      $ 563,118 d       $ 676,026 d  
    Shares (3 month basic weighted average) used in computing per share amounts – basic –GAAP     12,587,476       12,449,699  


    Notes
    : certain items not related to “operations” of the Company’s net income are listed below.

    a) Non-GAAP – Flexible Solutions International purchased 65% of ENP in 4th quarter, 2018 (October 2018). Therefore Operating Cash Flow is adjusted by the pre tax Net income or loss of the non-controlling interest in ENP for 2023 only. After 2023 the entry in the “Statement of operations and comprehensive income” is a pretax number therefore no adjustment is required.
    b) Non-GAAP – amounts exclude certain cash and non-cash items: Depreciation and Stock compensation expense (2025 = $563,118, 2024 = $676,026), Interest expense (2025 = $198,019, 2024 = $175,266), Interest income (2025 = 49,573, $2024 = $48,197), Loss on lease termination (2025 = N/A, 2024 = $41,350), Gain on investment (2025 = $63,925, 2024 = $182,975), Income tax expense (2025 = $110,363, 2024 = $264,178), and pretax Net income attributable to non-controlling interests (2025 = $13,693, 2024 = $58,983). These onetime expenditures were not related to operations of FSI. *See the financial statements for all adjustments.
    c) The revenue and gain from the 50% investment in the private Florida LLC announced in January 2019 are not treated as revenue or profit from operations by Flexible Solutions given the Company does not have control. The profit is treated as investment income and therefore occurs below Operating income in the Statement of Operations. In August 2024, the Company sold 30.1% of its holdings in the Florida LLC and currently has a 19.9% share, with a contract in place to sell the remainder over the next five years. As a result, the gains from all investments (2025 = $63,925, 2024 = $182,975), including those from the Florida LLC, are removed from the calculation to arrive at Operating Cash Flow
    d) Non-GAAP – amounts represent depreciation and stock compensation expense.

    SAFE HARBOR PROVISION

    The Private Securities Litigation Reform Act of 1995 provides a “Safe Harbor” for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward looking statement with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the company is detailed from time to time in the company’s reports filed with the Securities and Exchange Commission.

    Flexible Solutions International
    6001 54thAve, Taber, Alberta, CANADA T1G 1X4
    Company Contacts

    Jason Bloom
    Toll Free: 800 661 3560
    Fax: 403 223 2905
    E-mail: info@flexiblesolutions.com
                                            

    If you have received this news release by mistake or if you would like to be removed from our update list please reply to: info@flexiblesolutions.com

    To find out more information about Flexible Solutions and our products, please visit www.flexiblesolutions.com.

    The MIL Network

  • MIL-OSI: Peyto Exploration & Development Corp. Confirms Monthly Dividend for June 13, 2025

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — Peyto Exploration & Development Corp. (TSX: PEY) (“Peyto”) confirms that the monthly dividend with respect to May 2025 of $0.11 per common share is to be paid on June 13, 2025, for shareholders of record on May 31, 2025.

    Dividends paid by Peyto to Canadian residents are eligible dividends for Canadian income tax purposes.

    Shareholders and interested investors are encouraged to visit the Peyto website at www.peyto.com to learn more about what makes Peyto one of North America’s most exciting energy companies. The website also includes a monthly report, which discusses various topics chosen by the President and CEO and includes estimates of monthly capital expenditures and production. For further information please contact:

    Jean-Paul Lachance
    President and Chief Executive Officer
    Phone:  (403) 261-6081
    Fax:      (403) 451-4100
    info@peyto.com

    Certain information set forth in this document, including management’s assessment of Peyto’s future plans and operations, contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond these parties’ control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Peyto’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Peyto will derive therefrom. The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

    The MIL Network

  • MIL-OSI: Veeco Announces Private Exchanges and Cancellation of Remaining 3.75% Convertible Notes due 2027

    Source: GlobeNewswire (MIL-OSI)

    PLAINVIEW, N.Y., May 15, 2025 (GLOBE NEWSWIRE) — Veeco Instruments Inc. (NASDAQ: VECO) (the “Company” or “Veeco”) today announced that the Company completed separate exchange transactions (the “Exchanges”) pursuant to privately negotiated exchange agreements with the holders of all of its outstanding 3.75% Convertible Senior Notes due 2027 (the “2027 Notes”). 

    “Veeco has strengthened our balance sheet by proactively addressing our 2027 Notes following the settlement of our 2025 Notes at maturity in January,” said John Kiernan, Chief Financial Officer of Veeco. “These transactions provide greater financial flexibility, in addition to reducing our ongoing interest expense and outstanding debt.”

    Prior to the Exchanges, the 2027 Notes had an aggregate principal amount of $25.0 million, representing approximately 1.8 million underlying shares of the Company’s common stock based on the conversion ratio of 71.5372 shares per $1,000 principal amount of the 2027 Notes. In accordance with the terms of the Exchanges, the Company exchanged the 2027 Notes for an aggregate of approximately 1.6 million newly issued shares of its common stock and approximately $5.4 million in cash, inclusive of accrued and unpaid interest.

    The Exchanges were made pursuant to an exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended.

    ICR Capital LLC acted as the Company’s financial advisor.

    About Veeco
    Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, single wafer etch & clean, lithography, and metal organic chemical vapor deposition (MOCVD) technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn more about Veeco’s systems and service offerings, visit www.veeco.com.

    To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in the Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

    Veeco Contacts:
    Investors: Anthony Pappone | (516) 500-8798 | apappone@veeco.com
    Media: Javier Banos | (516) 673-7328 | jbanos@veeco.com

    The MIL Network

  • MIL-OSI: Precision Drilling Corporation Announces Voting Results from the 2025 Annual and Special Meeting of Shareholders

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — Precision Drilling Corporation (Precision or the Company) is pleased to announce the results of the election of board members at its 2025 Annual and Special Meeting of Shareholders held on May 15, 2025 (the Annual Meeting). Shareholders approved the election of all eight (seven of whom are independent) of the nominee directors presented in the Company’s Management Information Circular (the Circular), dated April 2, 2025.

    The shares represented at the Annual Meeting voting in favour of individual nominee directors are as follows:

    Nominee

    # Votes For

    % Votes For

    # Votes Withheld

    % Votes Withheld

    William T. Donovan 6,024,596 97.27% 169,249 2.73%
    Steven W. Krablin 5,860,994 94.63% 332,851 5.37%
    Lori A. Lancaster 6,108,219 98.62% 85,626 1.38%
    Susan M. MacKenzie 6,079,078 98.15% 114,767 1.85%
    Kevin O. Meyers 6,022,290 97.23% 171,555 2.77%
    David W. Williams 6,109,239 98.63% 84,606 1.37%
    Alice L. Wong 6,088,633 98.30% 105,212 1.70%
    Kevin A. Neveu 6,082,655 98.20% 111,190 1.80%
             

    All other items of business set forth in the Circular and considered at the Annual Meeting passed, including the non-binding advisory vote on the Corporation’s approach to executive compensation.

    The full results on all matters voted upon at the Annual Meeting will be filed on SEDAR (www.sedarplus.ca) and EDGAR (www.sec.gov).

    About Precision

    Precision is a leading provider of safe and environmentally responsible High Performance, High Value services to the energy industry, offering customers access to an extensive fleet of Super Series drilling rigs. Precision has commercialized an industry-leading digital technology portfolio known as Alpha™ that utilizes advanced automation software and analytics to generate efficient, predictable, and repeatable results for energy customers. Our drilling services are enhanced by our EverGreen™ suite of environmental solutions, which bolsters our commitment to reducing the environmental impact of our operations. Additionally, Precision offers well service rigs, camps and rental equipment all backed by a comprehensive mix of technical support services and skilled, experienced personnel.

    Precision is headquartered in Calgary, Alberta, Canada and is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.

    Additional Information

    For more information about Precision, please visit our website at www.precisiondrilling.com or contact:

    Lavonne Zdunich, CPA, CA
    Vice President, Investor Relations
    403.716.4500

    800, 525 – 8th Avenue S.W.
    Calgary, Alberta, Canada T2P 1G1
    Website: www.precisiondrilling.com

    The MIL Network

  • MIL-OSI: Global Diagnostics Leader Selects Kneat

    Source: GlobeNewswire (MIL-OSI)

    LIMERICK, Ireland, May 15, 2025 (GLOBE NEWSWIRE) — kneat.com, inc. (TSX: KSI) (OTCQC: KSIOF), a leader in digitizing and automating validation and quality processes, is pleased to announce that a manufacturer of clinical diagnostics for the healthcare industry (“the Company”) has signed a three-year Master Services Agreement with Kneat.

    The Company, which is headquartered in the United States, operates in more than 40 countries and employs over 14,000 people, provides a comprehensive range of clinical diagnostics and biomedical testing for the healthcare industry. Its diagnostic solutions are used by hospitals, laboratories and physicians’ offices around the world for routine and complex clinical testing. As a division of a larger life sciences organization with more than 60,000 employees, the Company will use Kneat Gx initially to digitize its equipment validation process.

    “The quality of our platform, its maturity in the market and the expertise and commitment of our team enabled this win,” said Eddie Ryan, Kneat’s CEO. “Adopting Kneat is another step in this customer’s longstanding commitment to continuous improvement. We look forward to working with them to deliver the efficiency and compliance benefits that characterize Kneat.”

    As the many segments of life sciences seek to improve quality, compliance and speed to market, more and more companies are shifting from a manual, paper-based validation process to one that is streamlined and harmonized through digitalization.

    About Kneat

    Kneat Solutions provides leading companies in highly regulated industries with unparalleled efficiency in validation and compliance through its digital validation platform Kneat Gx. As an industry leader in customer satisfaction, Kneat boasts an excellent record for implementation, powered by our user-friendly design, expert support, and on-demand training academy. Kneat Gx is an industry-leading digital validation platform that enables highly regulated companies to manage any validation discipline from end-to-end. Kneat Gx is fully ISO 9001 and ISO 27001 certified, fully validated, and 21 CFR Part 11/Annex 11 compliant. Multiple independent customer studies show up to 40% reduction in documentation cycle times, up to 20% faster speed to market, and a higher compliance standard.

    Cautionary and Forward-Looking Statements

    Except for the statements of historical fact contained herein, certain information presented constitutes “forward-looking information” within the meaning of applicable Canadian securities laws. Such forward-looking information includes, but is not limited to, the relationship between Kneat and the customer, Kneat’s business development activities, the use and implementation timelines of Kneat’s software within the customer’s validation processes, the ability and intent of the customer to scale the use of Kneat’s software within the customer’s organization, and the compliance of Kneat’s platform under regulatory audit and inspection. While such forward-looking statements are expressed by Kneat, as stated in this release, in good faith and believed by Kneat to have a reasonable basis, they are subject to important risks and uncertainties. As a result of these risks and uncertainties, the events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties.

    Kneat does not undertake any obligation to release publicly revisions to any forward-looking statement, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at an investor’s own risk.

    For more information visit www.kneat.com.

    For further information:

    Katie Keita, Kneat Investor Relations
    P: + 1 902-450-2660
    E: investors@kneat.com 

    The MIL Network

  • MIL-OSI: XBP Europe Holdings, Inc. Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    First Quarter 2025 Highlights

    • Revenue of $37.7 million, a decrease of 1.2% year-over-year and increase of 5.7% sequentially
    • Gross margin of 30.1%, a 380 bps increase year-over-year and 190 bps increase sequentially
    • Adjusted EBITDA of $3.7 million, an increase of 25.6% year-over-year and decrease of 16.1% sequentially

    LONDON and Santa Monica, Calif., May 15, 2025 (GLOBE NEWSWIRE) — XBP Europe Holdings, Inc. (“XBP Europe” or “the Company”) (NASDAQ: XBP), a pan-European integrator of bills, payments, and related solutions and services seeking to enable the digital transformation of its clients, announced today its financial results for the quarter ended March 31, 2025.

    “Our strong momentum continued into 2025, reflected by growing revenue, gross margin, and Adjusted EBITDA. We saw revenue growth for the third straight quarter, along with gross margin expansion on a year-over-year and sequential basis, driven by expanded use of AI technology and improved operational leverage,” said Andrej Jonovic, Chief Executive Officer of XBP Europe.

    First Quarter Highlights

    • Revenue: Total Revenue was $37.7 million, a decrease of 1.2% year-over-year and an increase of 5.7% sequentially.
      • Bills & Payments segment revenue was $26.3 million, a decline of 1.2% year-over-year and an increase of 1.8% sequentially.
      • Technology segment revenue was $11.4 million, a decrease of 1.0% year-over-year and an increase of 16% sequentially.
    • Operating Loss: Operating Loss was $1.8 million compared to Operating Profit of $1.3 million a year ago and $1.0 million in the 4Q 2024. The decline was primarily driven by the recognition of $3.8 million of non-cash stock-based compensation due to accelerated vesting of RSUs and Options. When adjusted for this item, our Operating Profit was $2.0 million in the quarter, an improvement of $0.7 million year-over-year and $1.0 million sequentially, driven primarily by higher gross profit.
    • Net Loss: Net loss from continuing operations was $3.9 million. Adjusting for the previously mentioned non-cash stock-based compensation expense, our net loss from continuing operations was $0 million, compared with a net loss from continuing operations of $0.9 million a year ago and $0.2 million in the fourth quarter 2024.
    • Adjusted EBITDA(1): Adjusted EBITDA from Continuing Operations was $3.7 million, an increase of $0.8 million or 25.5% year-over-year. Adjusted EBITDA margin was 9.8%, an increase of 210 basis points year-over-year.
    • Adequate Liquidity: The Company’s cash and cash equivalents totaled $9.7 million as of March 31, 2025.

    Pending Acquisition: As announced on March 4, 2025, XBP Europe has entered into an exclusive, non-binding letter of intent with Exela Technologies, Inc. to acquire Exela Technologies BPA, LLC (“BPA”), a leading provider of business process automation solutions. The closing of the acquisition will be subject to BPA completing a corporate reorganization which is expected to create a sustainable capital structure with a substantially deleveraged balance sheet. If completed, the acquisition will expand XBP Europe’s revenue to approximately $1 billion from $143 million on a pro forma basis for the year ending December 31, 2024. The parties have agreed to act in good faith to negotiate definitive agreements, complete due diligence, undertake necessary regulatory approvals, and seek any necessary approvals, including from XBP Europe’s shareholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. Readers are cautioned that those portions of the LOI that describe the proposed transaction are non-binding. XBP Europe only intends to announce additional details regarding the proposed transaction if and when a definitive agreement is executed.

    Below is the note referenced above:

    (1) Adjusted EBITDA is a non-GAAP measure. A reconciliation of Adjusted EBITDA is attached to this release.

    Supplemental Investor Presentation
    An investor presentation relating to our first quarter 2025 performance is available at investors.xbpeurope.com. This information has also been furnished to the SEC in a current report on Form 8-K.     
      
    About Non-GAAP Financial Measures
    This press release includes constant currency, EBITDA, and Adjusted EBITDA, each of which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes these non-GAAP financial measures provide investors with useful insights into the Company’s financial performance, results of operations, and liquidity, helping them understand the Company’s business trends and compare its results.

    The Company’s board of directors and management use these measures to evaluate the Company’s performance on a consistent basis across periods by excluding effects of the Company’s capital structure (such as varying debt levels, interest expense, and transaction costs from the November 2023 business combination). Adjusted EBITDA also seeks to remove the effects of integration and related restructuring expenses and other similar non-routine items, some of which are outside management’s control. Restructuring expenses are primarily related to the implementation of strategic actions and initiatives related to the rightsizing of the business. All of these costs are variable and dependent upon the nature of the actions being implemented and can vary significantly driven by business needs. Accordingly, due to that significant variability, we exclude these charges since we do not believe they truly reflect our past, current or future operating performance.

    The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency revenue and Adjusted EBITDA on a constant currency basis by converting our current-period local currency financial results using the exchange rates from the corresponding prior-period and compare these adjusted amounts to our corresponding prior period reported results.

    The Company does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be comparable to similarly-titled measures used by other companies. These non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP, and their presentation may not be comparable to similar measures used by other companies. Net loss is the GAAP measure most directly comparable to the non-GAAP measures presented here. For a reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules attached to this release.

    Forward-Looking Statements
    Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding future events, estimated or anticipated future results and benefits, future opportunities for XBP Europe Holdings, Inc. (together with its subsidiaries, the “Company”) and its industry, and other statements that are not historical facts. These statements reflect the current expectations of Company management and are not guarantees of actual performance. Actual results may differ materially due to a number of risks and uncertainties, including without limitation: (1) legal proceedings against the Company or others; (2) the Company’s inability to meet the continued listing standards of Nasdaq or another securities exchange; (3) disruptions from the proposed acquisition of Exela Technologies BPA, LLC (“BPA”) and related bankruptcy proceedings of BPA and certain of its subsidiaries’; (4) failure to realize benefits from the November 2023 business combination with CF Acquisition Corp. VIII; (5) acquisition-related costs; (6) changes in laws or regulations; (7) adverse effects from economic, business, or competitive factors; (8) market volatility due to geopolitical and economic factors; (9) challenges in achieving profitability, retaining clients, managing growth, or recruiting and retaining personnel; and (10) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K filed on March 19, 2025, as amended, and subsequent filings with the Securities and Exchange Commission (the “SEC”). In addition, forward-looking statements represent the Company’s expectations, plans or forecasts as of the date of this communication. Subsequent events may alter these assessments, and they should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this release.
         
    About XBP Europe
    XBP Europe is a pan-European integrator of bills, payments and related solutions and services seeking to enable digital transformation of its more than 2,000 clients. The Company’s name – ‘XBP’ stands for ‘exchange for bills and payments’ and reflects the Company’s strategy to connect buyers and suppliers, across industries, including banking, healthcare, insurance, utilities and the public sector, to optimize clients’ bills and payments and related digitization processes. The Company provides business process management solutions with proprietary software suites and deep domain expertise, serving as a technology and services partner for its clients. Its cloud-based structure enables it to deploy its solutions across the European market, along with the Middle East and Africa. The physical footprint of XBP Europe spans 15 countries and approximately 30 locations and a team of approximately 1,500 individuals. XBP Europe believes its business ultimately advances digital transformation, improves market wide liquidity by expediting payments, and encourages sustainable business practices. For more information, please visit: www.xbpeurope.com.

    For more XBP Europe news, commentary, and industry perspectives, visit: https://www.xbpeurope.com/
    And please follow us on social:
    X: https://X.com/XBPEurope
    Facebook: https://www.facebook.com/XBPEurope/
    Instagram: https://www.instagram.com/xbp_europe/
    LinkedIn: https://www.linkedin.com/company/xbp-europe/

    The information posted on XBP Europe’s website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in XBP Europe should monitor XBP Europe’s website and its social media accounts in addition to XBP Europe’s press releases, SEC filings and public conference calls and webcasts.

    XBP Europe Holdings, Inc.
    Condensed Consolidated Balance Sheets
    As of March 31, 2025 and December 31, 2024
    (in thousands of United States dollars except share and per share amounts)
    (Unaudited)
     
        March 31,    December 31,   
        2025   2024  
    ASSETS                
    Current assets                
    Cash and cash equivalents   $ 9,681   $ 12,099  
    Accounts receivable, net of allowance for credit losses of $929 and $1,198, respectively     26,928     19,810  
    Inventories, net     3,650     3,823  
    Prepaid expenses and other current assets     5,756     4,228  
    Current assets held for sale     1,526     1,378  
    Total current assets     47,541     41,338  
    Property, plant and equipment, net of accumulated depreciation of $42,655 and $40,325, respectively     12,223     11,272  
    Operating lease right-of-use assets, net     4,861     4,805  
    Goodwill     22,656     21,666  
    Intangible assets, net     1,173     1,121  
    Deferred income tax assets     7,101     7,026  
    Long term notes receivable     2,280      
    Other noncurrent assets     1,142     817  
    Total assets   $ 98,977   $ 88,045  
                   
    LIABILITIES AND STOCKHOLDERS’ DEFICIT                
    LIABILITIES                
    Current liabilities                
    Accounts payable   $ 13,507   $ 12,553  
    Related party payables     4,544     5,443  
    Accrued liabilities     25,015     17,993  
    Accrued compensation and benefits     17,951     16,482  
    Customer deposits     328     277  
    Deferred revenue     7,419     6,870  
    Current portion of finance lease liabilities     4     12  
    Current portion of operating lease liabilities     1,826     1,734  
    Current portion of long-term debts     5,443     4,958  
    Current liabilities held for sale     1,761     2,443  
    Total current liabilities     77,798     68,765  
    Related party notes payable     1,512     1,451  
    Long-term debt, net of current maturities     24,289     23,966  
    Pension liabilities     10,862     10,339  
    Operating lease liabilities, net of current portion     3,227     3,271  
    Other long-term liabilities     1,677     1,599  
    Total liabilities   $ 119,365   $ 109,391  
    Commitments and Contingencies (Note 13)                
                   
    STOCKHOLDERS’ DEFICIT                
    Preferred stock, par value of $0.0001 per share; 10,000,000 shares authorized; none issued and outstanding as of March 31, 2025 and December 31, 2024, respectively          
    Common Stock, par value of $0.0001 per share; 200,000,000 shares authorized; 35,711,498 shares issued and outstanding as of March 31, 2025 and 30,166,102 shares issued and outstanding as of December 31, 2024, respectively     36     30  
    Additional paid in capital     7,494     1,611  
    Accumulated deficit     (28,055)     (23,705)  
    Accumulated other comprehensive loss:                
    Foreign currency translation adjustment     (102)     474  
    Unrealized pension actuarial gains, net of tax     239     244  
    Total accumulated other comprehensive loss     137     718  
    Total stockholders’ deficit     (20,388)     (21,346)  
    Total liabilities and stockholders’ deficit   $ 98,977   $ 88,045  
    XBP Europe Holdings, Inc.
    Condensed Consolidated Statements of Operations
    For the three months ended March 31, 2025 and 2024
    (in thousands of United States dollars except share and per share amounts)
    (Unaudited)
           
        Three months ended March 31, 
     
           2025      2024
     
    Revenue, net   $ 37,531   $ 38,047  
    Related party revenue, net     142     66  
    Cost of revenue (exclusive of depreciation and amortization)     26,309     28,062  
    Related party cost of revenue     9     18  
    Selling, general and administrative expenses (exclusive of depreciation and amortization)     10,953     6,968  
    Related party expense     1,562     926  
    Depreciation and amortization     627     808  
    Operating profit (loss)   $ (1,787)     1,331  
    Other expense (income), net                
    Interest expense, net     1,721     1,417  
    Related party interest expense, net     23     19  
    Foreign exchange losses, net     (71)     753  
    Changes in fair value of warrant liability     2     (37)  
    Pension income, net     (369)     (423)  
    Net loss before income taxes   $ (3,093)     (398)  
    Income tax expense     762     460  
    Net loss from continuing operations   $ (3,855)     (858)  
    Net loss from discontinued operations, net of income taxes     (495)     (1,350)  
    Net loss   $ (4,350)   $ (2,208)  
    Loss per share:               
    Basic and diluted – continuing operations   $ (0.12)   $ (0.03)  
    Basic and diluted – discontinued operations     (0.02)     (0.04)  
    Basic and diluted   $ (0.14)   $ (0.07)  
    XBP Europe Holdings, Inc.
    Condensed Consolidated Statements of Cash Flows
    For the three months ended March 31, 2025 and 2024
    (in thousands of United States dollars)
    (Unaudited)
            
        Three months ended March 31,   
           2025      2024     
    Cash flows from operating activities              
    Net loss   $ (4,350)   $ (2,208)  
    Adjustments to reconcile net loss to net cash used in operating activities:               
    Depreciation     542     776  
    Amortization of intangible assets     117     181  
    Debt issuance cost amortization     105      
    Credit loss expense     (274)     217  
    Changes in fair value of warrant liability     2     (37)  
    Stock-based compensation expense     3,587      
    Unrealized foreign currency losses (gains)     (546)     759  
    Change in deferred income taxes     156     44  
                   
    Change in operating assets and liabilities               
    Accounts receivable     (5,816)     (1,160)  
    Inventories     285     (102)  
    Prepaid expense and other assets     (1,547)     (1,342)  
    Accounts payable     377     1,463  
    Related party payables     (267)     (1,711)  
    Accrued expenses and other liabilities     6,151     (791)  
    Deferred revenue     288     492  
    Customer deposits     261     (191)  
    Net cash used in operating activities     (929)     (3,610)  
                   
    Cash flows from investing activities               
    Purchase of property, plant and equipment     (968)     (385)  
    Additions to internally developed software     (123)      
    Net cash used in investing activities     (1,091)     (385)  
                   
    Cash flows from financing activities               
    Borrowings under secured borrowing facility         37  
    Principal payments on 2024 Term Loan A Facility     (189)      
    Principal payments on 2024 Term Loan B Facility     (552)      
    Principal payments on long-term obligations         (235)  
    Proceeds from secured credit facility     1,655     976  
    Principal payments on secured credit facility     (1,356)        
    Principal payments on finance leases     (8)     (100)  
    Net cash provided by (used in) financing activities     (450)     678  
    Effect of exchange rates on cash and cash equivalents     90     (87)  
    Net increase (decrease) in cash and cash equivalents     (2,380)     (3,404)  
                   
    Cash and equivalents, beginning of period, including cash from discontinued operations     12,106     6,905  
    Cash and equivalents, end of period, including cash from discontinued operations   $ 9,726   $ 3,501  
                   
    Supplemental cash flow data:                
    Income tax payments, net of refunds received     271     (16)  
    Interest paid     928     534  
    XBP Europe Holdings, Inc.
    Schedule 1: Reconciliation of Adjusted EBITDA and constant currency revenues
     
    Reconciliation of Non-GAAP Financial Measures to GAAP Measures  
             
    Non-GAAP constant currency revenue reconciliation      
      Three Months ended March 31,  
    ($ in thousands) 2025
        2024  
    Revenues, as reported (GAAP) 37,673
        38,113  
    Foreign currency exchange impact(1) 766      
    Revenues, at constant currency (Non-GAAP) 38,438
        38,113  
             
    Reconciliation of Adjusted EBITDA from Continuing Operations  
                   
        Three Months Ended March 31,     
    (dollars in thousands)     2025
        2024
        
    Net loss from continuing operations   $ (3,855)   $ (858)  
    Income tax expense     762     460  
    Interest expense including related party interest expense, net     1,744     1,436  
    Depreciation and amortization     627     807  
    EBITDA from continuing operations     (722)     1,846  
    Restructuring and related expenses(2)     667     332  
    Foreign exchange losses, net     (71)     752  
    Stock-based compensation expense(3)     3,818      
    Changes in fair value of warrant liability     2     (37)  
    Transaction Fees(4)         49  
    Adjusted EBITDA from continuing operations   $ 3,694   $ 2,942  

    (1)  Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the quarter ended March 31, 2024, to the revenues during the corresponding period in 2025.
    (2)  Adjustment represents costs associated with restructuring, including employee severance and vendor and lease termination costs.
    (3)  Related to accelerated vesting of RSU and stock awards.
    (4)  Represents transaction costs incurred as part of the Business Combination.

    Reconciliation of Adjusted EBITDA from Discontinued Operations              
                 
      Three Months Ended March 31, 
     
    (dollars in thousands) 2025      2024
     
    Net loss from discontinued operations, net of income taxes $ (495)   $ (1,350)  
    Income tax expense        
    Interest expense, net   14     10  
    Depreciation and amortization   32     150  
    EBITDA from discontinued operations   (449)     (1,190)  
    Foreign exchange losses (gains), net   (359)     80  
    Adjusted EBITDA from discontinued operations $ (808)   $ (1,110)  

    Source: XBP Europe Holdings, Inc.

    The MIL Network

  • MIL-OSI: South Bow Reports First-quarter 2025 Results and Declares Dividend

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — South Bow Corp. (TSX & NYSE: SOBO) (South Bow or the Company) reports its first-quarter 2025 financial and operational results and provides an update on its 2025 outlook. Unless otherwise noted, all financial figures in this news release are in U.S. dollars.

    Highlights

    Safety and operational performance

    • Recorded first-quarter 2025 throughput of approximately 613,000 barrels per day (bbl/d) on the Keystone Pipeline, with a System Operating Factor (SOF) of 98%, and approximately 726,000 bbl/d on the U.S. Gulf Coast segment of the Keystone Pipeline System.
    • Demonstrated strong project execution, completing construction of the Blackrod Connection Project’s 25-km crude oil and natural gas pipeline segments while achieving excellent safety performance. South Bow remains on schedule to complete the facility work and be ready for in-service in early 2026, with associated cash flows expected to increase through 2027.
    • Subsequent to period end, responded to an oil release at Milepost 171 (MP-171) of the Keystone Pipeline near Fort Ransom, N.D., on April 8, 2025. With approval from the Pipeline and Hazardous Materials Safety Administration (PHMSA), South Bow safely restarted the pipeline late on April 15, 2025 with certain operating pressure restrictions. See “Milepost 171 incident” of this news release.

    Financial performance

    • Demonstrated financial resilience despite significant market volatility, owing to the Company’s highly contracted assets.
      • Generated revenue of $498 million and net income of $88 million ($0.42/share).
      • Recorded normalized earnings before interest, income taxes, depreciation, and amortization (normalized EBITDA)1 of $266 million. Lower demand for uncommitted capacity on South Bow’s pipeline systems resulted in an 8% decrease in normalized EBITDA from the fourth quarter of 2024.
      • Delivered distributable cash flow1 of $151 million.
    • Maintained total long-term debt and net debt1 outstanding of $5.7 billion and $4.9 billion, respectively, during the first quarter of 2025. The Company’s net debt-to-normalized EBITDA ratio1 was 4.6 times as of March 31, 2025.

    Returns to shareholders

    • Declared dividends totalling $104 million or $0.50/share to shareholders during the first quarter of 2025.
    • South Bow’s board of directors approved a quarterly dividend of $0.50/share, payable on July 15, 2025 to shareholders of record at the close of business on June 30, 2025. The dividends will be designated as eligible dividends for Canadian income tax purposes.

    Spinoff activities

    • Implemented South Bow’s new enterprise resource planning system, marking a significant milestone in fully establishing South Bow as an independent company. Exiting the Transition Services Agreement (TSA) with TC Energy Corporation (TC Energy) continues progressing with plans to implement South Bow’s new supervisory control and data acquisition (SCADA) system in the second half of 2025.

    South Bow’s unaudited consolidated interim financial statements and notes (the financial statements), and management’s discussion and analysis (MD&A) as at and for the three months ended March 31, 2025 are available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the U.S. Securities and Exchange Commission (SEC) at www.sec.gov. The disclosure under the section “Non-GAAP Financial Measures” in South Bow’s MD&A as at and for the three months ended March 31, 2025 is incorporated by reference into this news release.

    ____________________________

    1 Non-GAAP financial measure or ratio that do not have standardized meanings under generally accepted accounting principles (GAAP) and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.

    Financial and operational results

    $ millions, unless otherwise noted Three Months Ended
    Dec. 31, 2024 March 31, 2025 March 31, 2024
    FINANCIAL RESULTS      
    Revenue 488 498 544
    Income from equity investments 12 13 12
    Net income 55 88 112
    Per share 1 0.26 0.42 0.54
    Normalized net income 2 112 98 114
    Per share 1 2 0.54 0.47 0.55
    Normalized EBITDA 2 290 266 298
    Keystone Pipeline System 250 235 277
    Marketing 24 16 9
    Intra-Alberta & Other 16 15 12
    Distributable cash flow 2 183 151 178
    Dividends declared 104 104
    Per share 1 0.50 0.50
    Capital expenditures 3 28 32 12
    Total long-term debt 4 5,716 5,719 5,924
    Net debt 2 5 4,901 4,910 5,421
    Net debt-to-normalized EBITDA (ratio) 2 6 4.5 4.6 4.8
    Common shares outstanding, weighted average diluted (millions) 7 208.4 208.7 207.6
    Common shares outstanding (millions) 7 208.0 208.2 207.6
           
    OPERATIONAL RESULTS      
    Keystone Pipeline SOF (%) 96 98 96
    Keystone Pipeline throughput (Mbbl/d) 621 613 643
    U.S. Gulf Coast segment of Keystone Pipeline System throughput (Mbbl/d) 8 784 726 779
    Marketlink throughput (Mbbl/d) 615 549 582
    1. Per share amounts, with the exception of dividends, are based on weighted average diluted common shares outstanding.
    2. Non-GAAP financial measure or ratio that do not have standardized meanings and may not be comparable to measures presented by other entities. See “Non-GAAP financial measures” of this news release.
    3. Capital expenditures per the investing activities of the consolidated statements of cash flows of the financial statements.
    4. Total long-term debt at March 31, 2025 and December 31, 2024 includes the Company’s senior unsecured notes and junior subordinated notes. Total long-term debt at March 31, 2024 includes the Company’s long-term debt to affiliates of TC Energy.
    5. Includes 50% equity treatment of South Bow’s junior subordinated notes.
    6. South Bow expects that its net debt-to-normalized EBITDA ratio will increase modestly through the course of 2025 as the Company continues to invest in the Blackrod Connection Project and incur one-time costs of approximately $40 million to $50 million associated with the spinoff from TC Energy (the Spinoff). Consistent with the Company’s outlook on leverage, South Bow anticipates exiting 2025 with a net debt-to-normalized EBITDA ratio of approximately 4.8 times and that the Company will begin reducing its leverage once the Blackrod Connection Project starts generating cash flow in 2026.
    7. The common shares issued on Oct. 1, 2024 have been used for comparative periods, as the Company had no common shares outstanding prior to the Spinoff. For periods prior to Oct. 1, 2024, it is assumed there were no dilutive equity instruments, as there were no equity awards of South Bow outstanding prior to the Spinoff.
    8. Comprises throughput originating in Hardisty, Alta. transported on the Keystone Pipeline, and throughput originating in Cushing, Okla. transported on Marketlink for destination in the U.S. Gulf Coast.

    Milepost 171 incident

    • On April 8, 2025, South Bow responded to an oil release at MP-171 of the Keystone Pipeline near Fort Ransom, N.D., activating emergency response protocols and working closely with regulators, local officials, landowners, and the surrounding community. After receiving approval from PHMSA, South Bow safely restarted the pipeline late on April 15, 2025.
    • PHMSA issued a Corrective Action Order (CAO) requiring South Bow to undertake corrective actions, including operating under pressure restrictions for specific segments of the pipeline. The CAO also requires a root cause failure analysis (RCFA) and metallurgical testing, which independent third parties are currently conducting. South Bow will share the findings of these investigations in the coming months.
    • South Bow is actively monitoring the performance of the Keystone Pipeline to ensure safe and reliable operations and anticipates meeting its contractual throughput commitments under the CAO.
    • South Bow has recovered substantially all released volumes and is progressing towards complete remediation of the site by mid-2025. Environmental remediation costs are largely expected to be recovered through the Company’s insurance policies.
    • South Bow demonstrated its ability to respond quickly and return its assets to service following the incident. A core South Bow value is ‘We Are Safe’ and incident prevention on the Company’s pipeline systems is paramount.
      • The Company’s integrity program is extensive, continuously and proactively incorporates new learnings and technologies, and upholds a commitment to maintaining safe operations.
      • Preliminary remedial actions in response to the MP-171 incident include completion of the RCFA by third-party experts and implementation of its recommendations. South Bow will also work with its suppliers and industry experts to determine the failure mechanism. The Company expects to complete a combination of in-line inspection runs and investigative excavations to further advance its asset integrity and reliability.

    Outlook

    Market outlook

    • Crude oil pipeline capacity in the Western Canadian Sedimentary Basin continues to exceed crude oil supply. As a result, the demand for uncommitted capacity on South Bow’s Keystone Pipeline is expected to remain low in the near term. Additionally, rapidly changing global trade policies, including tariffs, have introduced economic and geopolitical uncertainty, leading to significant volatility in commodity prices and pricing differentials.

    2025 guidance

    • South Bow’s guidance aims to inform readers about Management’s expectations for 2025 financial and operational results. Readers are cautioned that these estimates may not be suitable for any other purpose. See “Forward-looking information and statements” of this news release for additional information regarding factors that could cause actual events to be significantly different from those expected.

    South Bow’s 2025 annual guidance is outlined below:

    $ millions, except percentages 2025 Original Guidance 1 2 2025 Guidance 2 2025 YTD Actuals
    Normalized EBITDA 1,010 +/- 3% 1,010 +1% / -2% 266
    Interest expense 325 +/- 2% 325 +/- 2% 83
    Effective tax rate (%) 23% – 24% 23% – 24% 23%
    Distributable cash flow 535 +/- 3% 535 +/- 3% 151
    Capital expenditures      
    Growth 110 +/- 3% 110 +/- 3% 48
    Maintenance 3 65 +/- 3% 65 +/- 3% 13
    1. See South Bow’s March 5, 2025 news release “South Bow Reports Fourth-quarter and Year-end 2024 Results, Provides 2025 Outlook, and Declares Dividend”, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.
    2. Assumes average foreign exchange rate of C$/U.S.$1.4286.
    3. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.
      • South Bow is reaffirming its outlook for normalized EBITDA of approximately $1.01 billion in 2025, underpinned by the Company’s highly contracted cash flows and structural demand for services, including solid financial performance in the first quarter of 2025. Approximately 90% of South Bow’s normalized EBITDA is secured through committed arrangements, which carry minimal commodity price or volumetric risk.
        • With market fundamentals and policy uncertainty expected to persist in the near term, and South Bow’s operational priorities in response to the MP-171 incident, the Company believes that any potential financial contributions from uncommitted capacity on the Keystone Pipeline will be limited in the near term. Accordingly, the Company is reducing the upper end of its normalized EBITDA guidance of $1.01 billion to 1%, and is increasing the lower end to -2% due to strong first-quarter 2025 performance.
        • The findings of the RCFA and South Bow’s next steps in response to the MP-171 incident may further impact the Company’s financial and operational outlook for 2025.
      • Normalized EBITDA for the second quarter of 2025 is expected to be approximately 7% to 8% lower than first-quarter 2025 normalized EBITDA of $266 million, with a reduced outlook for South Bow’s Marketing segment as the Company realizes losses associated with certain positions that were unwound in early 2025 in the face of pricing volatility. Additional losses associated with these positions will be recognized in the third and fourth quarters of 2025.

    Capital allocation priorities

    • South Bow takes a disciplined approach to capital allocation to preserve optionality and maximize total shareholder returns over the long term. The Company’s capital allocation priorities are built on a foundation of financial strength and supported by South Bow’s stable, predictable cash flows. South Bow’s capital allocation priorities include:
      • paying a sustainable base dividend;
      • strengthening the Company’s investment-grade financial position; and
      • leveraging existing infrastructure within South Bow’s strategic corridor to offer customers competitive connections and enhanced optionality.

    Conference call and webcast details

    South Bow’s senior leadership will host a conference call and webcast to discuss the Company’s first-quarter 2025 results on May 16, 2025 at 8 a.m. MT (10 a.m. ET).

    Register ahead of time to receive a unique PIN to access the conference call via telephone. Once registered, participants can dial into the conference call from their telephone via the unique PIN or click on the “Call Me” option to receive an automated call directly on their telephone.

    Visit www.southbow.com/investors for the replay following the event.

    Non-GAAP financial measures

    In this news release, South Bow references certain non-GAAP financial measures and ratios that do not have standardized meanings under GAAP and may not be comparable to similar measures presented by other entities. These non-GAAP measures include or exclude adjustments to the composition of the most directly comparable GAAP measures. Management considers these non-GAAP financial measures and non-GAAP ratios to be important in evaluating and understanding the operational performance and liquidity of South Bow. These non-GAAP measures and non-GAAP ratios should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

    South Bow’s non-GAAP financial measures and non-GAAP ratios include:

    • normalized EBITDA;
    • normalized net income;
    • normalized net income per share;
    • distributable cash flow;
    • net debt; and
    • net debt-to-normalized EBITDA ratio.

    These measures and ratios are further described below, with a reconciliation to their most directly comparable GAAP measure.

    Normalizing items

    Normalized measures are, or include, non-GAAP financial measures and ratios and include normalized EBITDA, normalized net income, normalized net income per share, distributable cash flow, and net debt-to-normalized EBITDA ratio. Management uses these normalized measures to assess the financial performance of South Bow’s operations and compare period-over-period results. During certain reporting periods, the Company may incur costs that are not indicative of core operations or results. These normalized measures represent income (losses), adjusted for specific normalizing items that are believed to be significant; however, they are not reflective of South Bow’s underlying operations in the period.

    These specific items include gains or losses on sales of assets or assets held for sale, unrealized fair value adjustments related to risk management activities, tariff charges, acquisition, integration, and restructuring costs, and other charges, including but not limited to, impairment, contractual costs, and settlements.

    South Bow excludes the unrealized fair value adjustments related to risk management activities, as these represent the changes in the fair value of derivatives, but do not accurately reflect the gains and losses that will be realized at settlement and impact income. Therefore, South Bow does not consider them reflective of the Company’s underlying operations, despite providing effective economic hedges. Realized gains and losses on grade financial contracts are adjusted to improve comparability, as they settle in a subsequent period to the underlying transaction they are hedged against.

    Separation costs relate to internal costs and external fees incurred specific to the Spinoff. These items have been excluded from normalized measures, as Management does not consider them reflective of ongoing operations and they are non-recurring in nature.

    South Bow excludes tariff charges as they are not reflective of ongoing business conducted by the Company and are subject to uncertainty.

    Normalized EBITDA

    Normalized EBITDA is used as a measure of earnings from ongoing operations. Management uses this measure to monitor and evaluate the financial performance of the Company’s operations and to identify and evaluate trends. This measure is useful for investors as it allows for a more accurate comparison of financial performance of the Company across periods for ongoing operations. Normalized EBITDA represents income before income taxes, adjusted for the normalizing items, in addition to excluding charges for depreciation and amortization, interest expense, and interest income.

    The following table reconciles income (loss) before income taxes to normalized EBITDA for the indicated periods:

    $ millions Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Income before income taxes 72   114   146  
    Adjusted for specific items:      
    Depreciation and amortization 62   62   61  
    Interest expense 84   83   94  
    Interest income and other 28   (6 ) (7 )
    Risk management instruments 57   6    
    Keystone variable toll disputes (3 )    
    Milepost 14 (MP-14) costs 4      
    Separation costs (1 ) 3   4  
    Tariff charges   1    
    Keystone XL costs and other (13 ) 3    
    Normalized EBITDA 290   266   298  

    The following table reconciles income (loss) before income taxes to normalized EBITDA by operating segment for the indicated periods:

    $ millions Three Months Ended Dec. 31, 2024
    Keystone Pipeline
    System
      Marketing   Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 205   (32 ) (101 ) 72  
    Adjusted for specific items:        
    Depreciation and amortization 59     3   62  
    Interest expense (1 )   85   84  
    Interest income and other (1 ) (1 ) 30   28  
    Risk management instruments   57     57  
    Keystone variable toll disputes (3 )     (3 )
    MP-14 costs 4       4  
    Separation costs     (1 ) (1 )
    Keystone XL costs and other (13 )     (13 )
    Normalized EBITDA 250   24   16   290  
    $ millions Three Months Ended March 31, 2025
    Keystone Pipeline
    System
      Marketing Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 175   9 (70 ) 114  
    Adjusted for specific items:        
    Depreciation and amortization 59   3   62  
    Interest expense   83   83  
    Interest income and other (2 ) (4 ) (6 )
    Risk management instruments   6   6  
    Separation costs   3   3  
    Tariff charges   1   1  
    Keystone XL costs and other 3     3  
    Normalized EBITDA 235   16 15   266  
    $ millions Three Months Ended March 31, 2024
    Keystone Pipeline
    System
      Marketing   Intra-Alberta &
    Other
      Total  
    Income (loss) before income taxes 218   9   (81 ) 146  
    Adjusted for specific items:        
    Depreciation and amortization 60     1   61  
    Interest expense 1   1   92   94  
    Interest income and other (2 ) (1 ) (4 ) (7 )
    Separation costs     4   4  
    Normalized EBITDA 277   9   12   298  


    Normalized net income and normalized net income per share

    Normalized net income represents net income adjusted for the normalizing items described above and is used by Management to assess the earnings that are representative of South Bow’s operations. By adjusting for non-recurring items and other factors that do not reflect the Company’s ongoing performance, normalized net income provides a clearer picture of the Company’s continuing operations. This measure is particularly useful for investors as it allows for a more accurate comparison of financial performance and trends across different periods. On a per share basis, normalized net income is derived by dividing the normalized net income by the weighted average common shares outstanding at the end of the period. Management believes this per share measure is valuable for investors as it provides insight into South Bow’s profitability on a per share basis, assisting in evaluating the Company’s performance.

    The following table reconciles net income to normalized net income for the indicated periods:

    $ millions, except common shares outstanding and per share amounts Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Net income 55   88   112  
    Adjusted for specific items:      
    Risk management instruments 57   6    
    Keystone variable toll disputes (3 )    
    MP-14 costs 4      
    Separation costs 27   3   4  
    Tariff charges   1    
    Keystone XL costs and other (13 ) 3    
    Tax effect of the above adjustments (15 ) (3 ) (2 )
    Normalized net income 112   98   114  
    Common shares outstanding, weighted average diluted (millions) 208.4   208.7   207.6  
    Normalized net income per share 0.54   0.47   0.55  


    Distributable cash flow

    Distributable cash flow is used to assess the cash generated through business operations that can be used for South Bow’s capital allocation decisions, helping investors understand the Company’s cash-generating capabilities and its potential for returning value to shareholders. Distributable cash flow is based on income before income taxes, adjusted for depreciation and amortization, interest income and other, the normalizing items discussed above, and further adjusted for specific items, including income and distributions from the Company’s equity investments, maintenance capital expenditures, which are capitalized and generally recoverable through South Bow’s tolling arrangements, and current income taxes.

    The following table reconciles income before income taxes to distributable cash flow for the indicated periods:

    $ millions Three Months Ended
    Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Income before income taxes 72   114   146  
    Adjusted for specific items:      
    Depreciation and amortization 62   62   61  
    Interest income and other 28   (6 ) (7 )
    Normalizing items, net of tax 1 34   10   3  
    Income from equity investments (12 ) (13 ) (12 )
    Distributions from equity investments 20   19   20  
    Maintenance capital expenditures 2 (15 ) (13 ) (4 )
    Current income tax recovery (expense) (6 ) (22 ) (29 )
    Distributable cash flow 183   151   178  
    1. Normalizing items per normalized EBITDA reconciliation, net of tax.
    2. Maintenance capital expenditures are generally recoverable through South Bow’s tolling arrangements.


    Net debt and net debt-to-normalized EBITDA ratio

    Net debt is used as a key leverage measure to assess and monitor South Bow’s financing structure, providing an overview of the Company’s long-term debt obligations, net of cash and cash equivalents. Management believes this measure is useful for investors as it offers insights into the Company’s financial health and its ability to manage and service its debt obligations. Net debt is defined as the sum of total long-term debt with 50% treatment of the Company’s junior subordinated notes, operating lease liabilities, and dividends payable, less cash and cash equivalents, per the Company’s consolidated balance sheets.

    Net debt-to-normalized EBITDA ratio is used to monitor South Bow’s leverage position relative to its normalized EBITDA for the trailing four quarters. This ratio provides investors with insight into the Company’s ability to service its long-term debt obligations relative to its operational performance. A lower ratio indicates stronger financial health and greater capacity to meet its debt obligations.

    $ millions, except ratios Dec. 31, 2024   March 31, 2025   March 31, 2024  
    Long-term debt to affiliates of TC Energy         —                      5,924  
    Senior unsecured notes         4,629           4,632           —  
    Junior subordinated notes         1,087           1,087           —  
    Total long-term debt         5,716           5,719           5,924  
    Adjusted for:      
    Hybrid treatment for junior subordinated notes 1         (544 )         (544 )         —  
    Operating lease liabilities         22           21           19  
    Dividends payable         104           104           —  
    Cash and cash equivalents         (397 )         (390 )         (522 )
    Net debt         4,901           4,910           5,421  
           
    Normalized EBITDA for the trailing four quarters         1,091           1,059           1,136  
    Net debt-to-normalized EBITDA (ratio) 4.5   4.6   4.8  
    1. Includes 50% equity treatment of South Bow’s junior subordinated notes.

    Forward-looking information and statements

    This news release contains certain forward-looking statements and forward-looking information (collectively, forward-looking statements), including forward-looking statements within the meaning of the “safe harbor” provisions of applicable securities legislation, that are based on South Bow’s current expectations, estimates, projections, and assumptions in light of its experience and its perception of historical trends. All statements other than statements of historical facts may constitute forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as, “anticipate”, “will”, “expect”, “estimate”, “potential”, “future”, “outlook”, “strategy”, “maintain”, “ongoing”, “intend”, and similar expressions suggesting future events or future performance.

    In particular, this news release contains forward-looking statements, including certain financial outlooks, pertaining to, without limitation, the following: South Bow’s corporate vision and strategy, including its strategic priorities, its satisfaction thereof, and outlook; the Blackrod Connection Project, including in-service dates, and costs thereof; PHMSA approvals and completion of the CAO; expected interest expense and tax rate; expected capital expenditures; expected dividends; expected one-time costs relating to the Spinoff; expected shareholder returns and asset returns; demand for uncommitted capacity on the Keystone System; treatment under current and future regulatory regimes, including those relating to taxes, tariffs, and the environment; South Bow’s financial guidance for 2025 and beyond, including 2025 normalized EBITDA, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures; South Bow’s financial strength and flexibility; expected exit of the TSA and implementation of the SCADA system; expected receipt and sharing of investigative, root cause, and failure mechanism findings related to the MP-171 incident; expected ability to meet contractual throughput commitments on the Keystone Pipeline under the CAO; expectation that South Bow will ensure safe and reliable operations on the Keystone Pipeline; expected timing for the remediation of the MP-171 incident; potential financial contributions from uncommitted capacity on the Keystone Pipeline System; and impacts of the findings of the RCFA and response to the MP-171 incident on the financial and operational outlook.

    The forward-looking statements are based on certain assumptions that South Bow has made in respect thereof as of the date of this news release regarding, among other things: oil and gas industry development activity levels and the geographic region of such activity; that favourable market conditions exist and that South Bow has and will have available capital to fund its capital expenditures and other planned spending; prevailing commodity prices, interest rates, inflation levels, carbon prices, tax rates, and exchange rates; the ability of South Bow to maintain current credit ratings; the availability of capital to fund future capital requirements; future operating costs; asset integrity costs; that all required regulatory and environmental approvals can be obtained on the necessary terms in a timely manner; and prevailing regulatory, tax, and environmental laws and regulations.

    Although South Bow believes the assumptions and other factors reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these assumptions and factors will prove to be correct and, as such, forward-looking statements are not guarantees of future performance. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual events or results to differ materially, including, but not limited to: the regulatory environment and related decisions and requirements; the impact of competitive entities and pricing; reliance on third parties to successfully operate and maintain certain assets; the strength and operations of the energy industry; weakness or volatility in commodity prices; non-performance or default by counterparties; actions taken by governmental or regulatory authorities; the ability of South Bow to acquire or develop and maintain necessary infrastructure; fluctuations in operating results; adverse general economic and market conditions; the ability to access various sources of debt and equity capital on acceptable terms; and adverse changes in credit. The foregoing list of assumptions and risk factors should not be construed as exhaustive. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the results implied by forward-looking statements, refer to South Bow’s annual information form dated March 5, 2025, available under South Bow’s SEDAR+ profile at www.sedarplus.ca and, from time to time, in South Bow’s public disclosure documents, available on South Bow’s website at www.southbow.com, under South Bow’s SEDAR+ profile at www.sedarplus.ca, and in South Bow’s filings with the SEC at www.sec.gov.

    Management approved the financial outlooks contained in this news release, including 2025 normalized EBITDA, 2025 interest expense, 2025 distributable cash flow, and 2025 capital expenditures as of the date of this news release. The purpose of these financial outlooks is to inform readers about Management’s expectations for the Company’s financial and operational results in 2025, and such information may not be appropriate for other purposes.

    The forward-looking statements contained in this news release speak only as of the date hereof. South Bow does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. All forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

    About South Bow

    South Bow safely operates 4,900 kilometres (3,045 miles) of crude oil pipeline infrastructure, connecting Alberta crude oil supplies to U.S. refining markets in Illinois, Oklahoma, and the U.S. Gulf Coast through our unrivalled market position. We take pride in what we do – providing safe and reliable transportation of crude oil to North America’s highest demand markets. Based in Calgary, Alberta, South Bow is the spinoff company of TC Energy, with Oct. 1, 2024 marking South Bow’s first day as a standalone entity. To learn more, visit www.southbow.com.

    Contact information

    Investor Relations

    Martha Wilmot                                             
    investor.relations@southbow.com
    Media Relations

    Solomiya Lyaskovska
    communications@southbow.com

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