Category: GlobeNewswire

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

About Athene

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

Forward-Looking Statements

This press release contains, and certain oral statements made by Athene’s representatives from time to time may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks, uncertainties and assumptions that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements. These statements are based on the beliefs and assumptions of Athene’s management and the management of Athene’s subsidiaries. Generally, forward-looking statements include actions, events, results, strategies and expectations and are often identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” “should,” or “continues” or similar expressions. Forward-looking statements within this press release include, but are not limited to, statements regarding future growth prospects and financial performance. Although Athene management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. For a discussion of other risks and uncertainties related to Athene’s forward-looking statements, see its annual report on Form 10-K for the year ended December 31, 2024, which can be found at the SEC’s website www.sec.gov. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Athene does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

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

The MIL Network –

May 15, 2025
MIL-OSI: Madison Pacific Properties Inc. announces the results for the three months ended March 31, 2025 and declares special dividend

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

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

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

The dividend is an eligible dividend for Canadian tax purposes.

Contact: Mr. John Delucchi
President & CEO Ms. Bernice Yip
Chief Financial Officer

Telephone: (604) 732-6540 (604) 732-6540

Address: 389 West 6^th Avenue
Vancouver, B.C. V5Y 1L1

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Management Commentary:

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

Notable Business Highlights:

Shipped final design samples of its POET Infinity transmit product line for 400G and 800G applications to three major technology leaders. The products include 400G FR4, 800G 2xFR4 and 800G DR8 transmit formats, all assembled at our high-volume production facility in Malaysia.

Demonstrated its latest innovations, POET Teralight™, a line of 1.6T highly integrated transmit and receive optical engines and the new POET Blazar™, an advanced light source at the Optical Fiber Communications (“OFC”) Conference.

Partnered with Lessengers, an innovative optical solution provider based in South Korea, to offer a differentiated 800G DR8 transceiver

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

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

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

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

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

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

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

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


POET TECHNOLOGIES INC. PROFORMA – NON-IFRS AND IFRS PRESENTATION OF OPERATIONS (All figures are in U.S. Dollars)

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

Net income (loss) per share – Basic	0.08		(0.50	)	(0.20	)	(0.14	)	(0.13	)
Net income (loss) per share – Diluted	–		(0.50	)	(0.20	)	(0.14	)	(0.13	)

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

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

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

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

The MIL Network –

May 15, 2025

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

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

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

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

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

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

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

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

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

The MIL Network –
May 15, 2025
MIL-OSI: After iOS Traction, AI Pet Travel App Kruiz, Announces Android Launch

Source: GlobeNewswire (MIL-OSI)

Irvine, California, May 14, 2025 (GLOBE NEWSWIRE) — Co-founders Brad Pauer and Angela Le had confirmed—twice—that their dog could fly in-cabin on a trip to London. But a last-minute policy change at Heathrow Airport left them stranded, out thousands of dollars, and without options. That single moment sparked the creation of Kruiz—the first AI-powered travel assistant built to transform how pet parents explore the world with their animals.

And now, after a successful iOS launch in April, Kruiz is officially coming to Android by the end of May 2025—something many users have been asking for since day one.

“We’ve heard from Android users around the world: ‘When is it our turn?’” says Brad Pauer, CEO and co-founder. “This launch is about inclusion, accessibility, and delivering on our promise to make pet travel effortless for every kind of traveler.”

From Frustration to Innovation

For millions of pet parents, travel still feels like a gamble. Airline policies shift without notice. Fees and forms are buried in PDFs. A single oversight—like showing up with the wrong-sized carrier—can derail an entire trip.

Kruiz solves that. Built by real pet travelers, not travel agents, Kruiz aggregates the most up-to-date travel rules and policies, combining verified data sources and AI to give pet parents instant, personalized guidance on airline fees, documentation, carrier sizes, and more—all through an intuitive chatbot experience.

Think of it as ChatGPT, but trained specifically for pet travel—and backed by a community that’s been in your shoes.

A Movement, Not Just an App

Before even launching publicly, Kruiz secured 10+ strategic partnerships, won the Audience Choice Award at UC Berkeley’s LAUNCH Accelerator, and validated deep market interest. Now live on iOS, the app has seen rapid early adoption with hundreds of users in its first few weeks—a strong signal of product-market fit ahead of its Android release in May 2025.

But beyond awards and downloads, Kruiz is resonating for a deeper reason: it speaks directly to the overlooked traveler. The kind who sees pets as family, not cargo. The kind who just wants someone—anyone—to make things easier.

“Pet travel has always been fragmented,” said Pauer. “We’re not just filling a gap—we’re reimagining what the travel experience can feel like: stress-free and inclusive.”

What’s Next

With the Android release now on deck, Kruiz is also preparing to roll out new features in summer 2025—including hotel and flight booking, car rentals, and international travel support. Kruizy, the AI assistant at the heart of the app, continues to learn and adapt with every user interaction.

And while the technology is powerful, the mission stays simple: give pet parents peace of mind, wherever they go.

The Kruiz Android app will be available for download in the Google Play Store by the end of May 2025.

To learn more, visit Kruiz.co or follow @letskruiz on Instagram, TikTok, and LinkedIn.

The MIL Network –

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

Contact:
BANX@destracapital.com

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

First Quarter 2025 Highlights:

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

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

Consolidated Financial Highlights

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

Adjusted EBITDA^(i)(ii)		99,932			97,386			2,546
Adjusted EBITDA margin^(i)(ii)(iii)		25.5	%		28.2	%	(2.7		)%

Per share information
Basic net income per share	$	0.22		$	0.43		$	(0.21	)
Diluted net income per share	$	0.21		$	0.39		$	(0.18	)
Adjusted EPS⁽ⁱⁱ⁾	$	0.52		$	0.79		$	(0.27	)

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

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

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

Declaration of Quarterly Dividend

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

Resignation of Vanessa Guthrie

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

Results for the Three Months Ended March 31, 2025

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Business Updates

2025 Strategic Focus Areas

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

Liquidity

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

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

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

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

NACG’s outlook for 2025

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

Key measures		2025
Combined revenue⁽ⁱ⁾		$1.4 – $1.6B
Adjusted EBITDA⁽ⁱ⁾		$415 – $445M
Sustaining capital⁽ⁱ⁾		$180 – $200M
Adjusted EPS⁽ⁱ⁾		$3.70 – $4.00
Free cash flow⁽ⁱ⁾		$130 – $150M

Capital allocation
Growth spending⁽ⁱ⁾		$65 – $75M
Net debt leverage⁽ⁱ⁾		Targeting 1.7x

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

Conference Call and Webcast

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

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

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

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

The live presentation and webcast can be accessed at:

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

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

Basis of Presentation

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

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

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

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

Forward-Looking Information

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

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

Non-GAAP Financial Measures

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

Reconciliation of total reported revenue to total combined revenue

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

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

Reconciliation of reported gross profit to combined gross profit

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

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

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

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

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

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

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

About the Company

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

For further information contact:

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

Interim Consolidated Balance Sheets

(Expressed in thousands of Canadian Dollars)
(Unaudited)

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

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

Interim Consolidated Statements of Operations and Comprehensive Income

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

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

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

The MIL Network –

May 15, 2025

MIL-OSI: Flow Capital Announces Q1 2025 Financial Results
Source: GlobeNewswire (MIL-OSI)

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

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

Q1 2025 Performance Highlights
- 45% increase in Loan Interest Revenue to $2.9 million year over year.
- 104% increase in Recurring Free Cash Flow to $847,111 year over year.
- $0.028 in Recurring Free Cash Flow per share for the quarter.
- 13% increase in Total Assets to $74.1 million year over year.
- $3.2 million in new capital deployment during the quarter.
- $1.22 book value per share.
“This was another strong quarter, capping off a record year for Flow Capital. Q1 2025 represented the 7^th consecutive quarter of sequential quarter-to-quarter loan interest revenue growth. More importantly, we are growing our revenue while consistently generating positive free cash flow. We have entered our 6^th consecutive year of generating positive recurring cash flow, generating $847,111 during the quarter. We believe our continued strong growth indicates the strength of our business model and management’s ability to execute on it.” said Alex Baluta, CEO of Flow Capital.

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

Results of Operations

Click here to view image

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

Conference Call Details

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

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

About Flow Capital

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

Learn more at www.flowcap.com

For further information, please contact:

Flow Capital Corp.

Alex Baluta
Chief Executive Officer
alex@flowcap.com

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

Non-IFRS Financial Measures

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

Reconciliation of Non-IFRS Measures

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

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

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Forward-Looking Information and Statements

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

The MIL Network –
May 15, 2025

MIL-OSI: Questerre reports first quarter 2025 results

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

Highlights

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

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

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

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

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

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

Advisory Regarding Forward-Looking Statements

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

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

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

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

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

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

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

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

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

The MIL Network –

May 15, 2025

MIL-OSI: Granite Credit Union Turns 90 and Celebrates with the Community by Giving Back

Source: GlobeNewswire (MIL-OSI)

SALT LAKE CITY, May 14, 2025 (GLOBE NEWSWIRE) — This Thursday marks a historic milestone for Granite Credit Union as it celebrates 90 years of unwavering service to the people of Utah. What began in 1935 with seven visionary educators pooling their resources to create a financial cooperative has grown into a nearly $900 million institution serving almost 40,000 members, and one that remains deeply committed to its founding mission: people helping people.

To honor this incredible anniversary, Granite Credit Union is inviting all members to participate in a Credit Union-wide Member Appreciation Day. Members who visit a branch will receive a commemorative 90th anniversary pin (while supplies last)—a small token to recognize the meaningful role they play in Granite’s story.

A Media Snippet accompanying this announcement is available in this link.

“For 90 years, Granite Credit Union has had the privilege of serving Utah’s hardworking individuals, families, educators, and small businesses,” said Mark Young, President and CEO of Granite Credit Union. “This milestone reflects the legacy of our founders, the dedication of past and current team members, and the promise of those who will carry this work forward. We are proud of our history, inspired by our members, and energized for the future.”

Granite’s deep connection to the community runs far beyond the walls of its branches. Since 2018, when Granite began documenting their service hours, team members have donated more than 3500 hours of volunteer service to nonprofits across the state, each team member, empowered to support causes they care about. In 2022, Granite formalized its philanthropic efforts with the launch of the Granite Credit Union Foundation. Since its inception, the Foundation has given more than $150,000 in donations, grants and scholarships to educators, students, and non-profits, investing in future generations and continuing the legacy of its educator founders. The credit union will award another 70 educator grants before the end of 2025.

That spirit of inclusion and service continues to define Granite’s path forward. In 2023, Granite became the first credit union in Utah to earn the Juntos Avanzamos designation, recognizing its commitment to serving and empowering Hispanic and immigrant communities with access to safe, affordable, and inclusive financial services. In addition, Granite Credit Union is listed as one of the top places to work in Salt Lake City.

As Granite celebrates this 90-year milestone, the credit union remains grounded in its core values and focused on the future. Whether through expanded access to financial products, deeper community engagement, or its pledge to serve the underserved, Granite Credit Union is—and always will be— “always there, so you can make life happen.”

To learn more, please visit Granite Credit Union.

About Granite Credit Union

Founded in 1935, Granite Credit Union serves over 37,000 members and has nearly $900 million in assets. Committed to helping members achieve their financial goals, Granite Credit Union offers a variety of financial products and services, including competitive rates, flexible lending options, and personalized financial guidance. With a vision of “always there… so you can make life happen,” the credit union strives to empower members with the tools and support they need to succeed financially. Members enjoy access to secure mobile banking services, online tools, and personalized in-branch assistance at locations across Utah. Granite Credit Union is dedicated to positively impacting its communities through financial education, trusted relationships, and exceptional service. Granite Credit Union is always there… so you can make life happen. Learn more at granite.org.

Media Contact:
marketing@granite.org

The MIL Network –

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

Source: GlobeNewswire (MIL-OSI)

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

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

ABOUT OLD NATIONAL

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

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

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

The MIL Network –

May 15, 2025
MIL-OSI: Texas Ventures Acquisition III Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing May 16, 2025

Source: GlobeNewswire (MIL-OSI)

New York, NY, May 14, 2025 (GLOBE NEWSWIRE) — Texas Ventures Acquisition III Corp (Nasdaq: TVACU) (the “Company”) announced today that, commencing May 16, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “TVA” and “TVACW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “TVACU.”

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Texas Ventures Acquisition III Corp

Texas Ventures Acquisition III Corp is a special purpose acquisition company incorporated under the laws of Cayman Islands 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, industry or geographical location.

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. 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. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Company Contact

Texas Ventures Acquisition III Corp
E. Scott Crist
scott@texasventures.com
713-599-1300

The MIL Network –

May 15, 2025
MIL-OSI: Kaleido Life Introduces the Third Way to Fund Your Future: Cash. Credit. Kaleido.

Source: GlobeNewswire (MIL-OSI)

Photo Courtesy of Craig Du Bruyn

ATLANTA, May 14, 2025 (GLOBE NEWSWIRE) — Forget cash or credit. Kaleido Life is pioneering a third way to fund your life—by inheriting from your future self, today.

Currently in pre-launch, Kaleido Life is an Atlanta-based insurtech company building a new category in life insurance: interest-free, upfront cash benefits delivered at the start of a policy—not at the end of life. Designed for today’s generation of value-seekers, the platform uses AI, biometrics, and behavioral science to offer hyper-personalized liquidity with no loans, no interest, and no credit checks.

“Our product is the bridge between people’s dreams and their reality,” said Craig Du Bruyn, Founder and CEO of Kaleido Life. “Life insurance is simply how we deliver it. It’s not a loan—it’s your money, unlocked.”

Not Borrowed. Not Earned. Inherited.

Through Kaleido’s proprietary Life Liquidity Score™, qualified customers receive up to 25% of their death benefit in cash at policy inception. The system dynamically evaluates mortality, health behaviors, and lifestyle to determine eligibility and tiered benefit levels. The funds can be used for real needs—paying off student debt, funding a first home, starting a business, or taking a life-changing leap—without sacrificing long-term protection.

Unlike traditional life insurance, which only pays out after death, or loans that burden the future with interest, Kaleido offers an immediate and debt-free bridge between aspiration and reality.

Built for Living, Not Just Leaving

Kaleido’s tech stack eliminates the typical friction in life insurance onboarding. Its AI-powered underwriting engine delivers real-time decisions, while its 360º Wellness Matrix integrates with wearables like Apple Watch and Oura Ring to promote long-term engagement. Healthier habits can lead to increased benefits, cashback rewards, and lower premiums over time.

The result: a feedback loop that makes financial well-being and physical well-being mutually reinforcing.

“We don’t just predict risk—we predict potential,” said Craig Du Bruyn. “Even if someone doesn’t qualify today, we guide them toward it. Our system reflects real lives—not just data points—and we build life insurance around what people actually need to live better now.”

From Passive Product to Active Platform

Kaleido Life isn’t competing on price—it’s competing on access, immediacy, and relevance. With 125 million Americans uninsured and 50% of policyholders saying they’d switch providers for a better experience, the company is positioning itself not just as an insurer—but as a financial wellness ally.

Distribution is designed for the modern world: embedded finance partners, AI-powered influencer ecosystems, and social distribution models that scale trust—not just impressions.

“Kaleido isn’t just another fintech—they’re building what legacy institutions can’t,” said Gary Bennett, former CEO and Chairman of CreditAccess Life and Seguros Monterrey New York Life. “This is the transformation the industry has been waiting for.”

About Kaleido Life, Inc.

Kaleido Life, Inc. is a pre-launch insurtech company based in Atlanta, Georgia, redefining the purpose of life insurance. Through AI, biometric data, and a proprietary liquidity engine, Kaleido enables policyholders to access future value today. With no loans, no interest, and no credit checks, the company’s Life Benefits™ platform is transforming life insurance from a passive promise into an active tool for financial and personal freedom.

Contact Information:

Contact Person’s Name: Craig Du Bruyn
Organization / Company: Kaleido Life, Inc.
Company website: https://kaleido-life.com/
Contact Email Address: craig@kaleido-life.com
City, State / Province, Country, Zip Code: Atlanta, GA

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/3d771b7b-7e67-4f33-ba2b-77e66bc622d2

The MIL Network –

May 15, 2025
MIL-OSI: Define Solar Offers Homeowners Smarter, More Flexible Solar Investment Solutions

Source: GlobeNewswire (MIL-OSI)

MT. LAUREL, N.J., May 14, 2025 (GLOBE NEWSWIRE) — As the demand for clean, cost-effective energy grows, Define Solar continues to lead the solar movement with customizable investment options tailored to meet diverse financial needs. By combining innovative solar technology with personalized financial strategies, Define Solar is helping New Jersey and Pennsylvania homeowners switch to solar energy—without the stress.

Through various carefully structured investment options, Define Solar empowers clients to take control of their energy use and long-term finances. Homeowners can choose from flexible leasing, low-interest loans, or complete purchase plans—each designed to suit different budgets while maximizing savings and energy efficiency. These offerings allow families to go solar confidently, knowing they can access clear, cost-effective solutions tailored to their needs.

One of the defining features of the Define Solar experience is access to a dedicated team of solar financial experts. These professionals work closely with every client to navigate incentives, tax credits, and payment structures—ensuring they fully understand the long-term economic advantages of going solar. From identifying the best plan to optimizing energy savings over time, the finance team turns complex decisions into confident choices.

“We’re not just selling solar panels—we’re helping families make smart, future-focused investments,” said a spokesperson for Define Solar. “Our goal is to demystify solar financing and provide solutions that truly make sense for our customers.”

The financial benefits of solar are undeniable. With rising utility costs and increased federal and state incentives, homeowners see significant monthly savings and long-term property value rises. Combine that with Define Solar’s high-efficiency equipment, and you will have a winning formula for sustainability and financial growth.

As more families explore clean energy alternatives, Define Solar is a trusted partner for those ready to invest in a brighter, greener future. For more information, please visit https://definesolar.com/solar-plans.

About Define Solar

Define Solar, serving NJ and PA, specializes in professional solar installations with an unmatched commitment to communication, quality, and detail. With years of experience and a track record of helping numerous families, the company delivers reliable, world-class service. Every project is tailored to meet individual client needs, ensuring exceptional results.

Media Contact
Define Solar
+1 856-724-2611
solarcare@definesolar.com

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Jay Lyons, Chief Executive Officer, commented:

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

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

Highlights

Revenue for Q1 2025 increased by 2% compared to the same prior year period, primarily as a result of a higher current income tax adjustment.

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

¹ See Non-GAAP Financial Measures and Ratios.

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

¹ See Non-GAAP Financial Measures and Ratios.

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

Orca Energy Group Inc.

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

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

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

Abbreviations

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

Non-GAAP Financial Measures and Ratios

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

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

Non-GAAP Financial Measures

Capital expenditures

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

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

Operating netback

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

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

Non-GAAP Ratios

Operating netback per mcf

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

Supplementary Financial Measures

Working capital

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

Net cash flows from operating activities per share

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

Weighted average Class A and Class B Shares

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

Forward-Looking Statements

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

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

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

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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Highlights

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

First Quarter Commentary

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

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

First Quarter Results

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

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

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

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

Royalty Partner Business Updates

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

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

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

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

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

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

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

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

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

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

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

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

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

Distributable Cash and Dividends Declared

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

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

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

Net Income

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

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

Availability of Annual General Meeting Materials and Leadership Update

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

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

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

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

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

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

About Diversified Royalty Corp.

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

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

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

Forward-Looking Statements

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

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

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

Non-IFRS Measures

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

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

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

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

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

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

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

Less: NND Royalties LP expenses		(4	)		(3	)
DIV Royalty Entitlement, net of NND Royalties LP expenses	$	1,325		$	1,300

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

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

	Three months ended March 31,
(000’s)		2025			2024

Cash flows generated from operating activities	$	10,160		$	10,850

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

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

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

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

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

Third Party Information

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

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

Additional Information

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

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

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

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

The MIL Network –

May 15, 2025

MIL-OSI: Quorum Announces Q1 2025 Results Release Date, Conference Call and Webcast Details
Source: GlobeNewswire (MIL-OSI)

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

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

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

About Quorum Information Technologies Inc.

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

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

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

Forward-Looking Information

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

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

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

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

The MIL Network –
May 15, 2025
MIL-OSI: Stardust Power Announces Q1 2025 Financial Results
Source: GlobeNewswire (MIL-OSI)

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

First Quarter 2025 Business Updates and Subsequent Events

Operational highlights for the first quarter of 2025 include:
- Confirmed with Oklahoma regulators the Muskogee facility will not require an industrial wastewater permit thanks to its closed-loop water system that eliminates discharge and reduces local water use.
- Executed a key service agreement with Oklahoma Gas and Electric to develop a dedicated substation at the Muskogee refinery site, securing up to 40MW of scalable power and enabling critical pre-construction activities ahead of Final Investment Decision.
- Appointed Carlos Urquiaga as Senior Advisor to advise on capital-raising efforts; with over $40 billion in transaction experience across top institutions, he brings deep expertise in metals and mining finance to support our path toward Final Investment Decision.
Roshan Pujari, Founder and CEO of Stardust Power, commented on the Company’s Q1 performance, “Despite ongoing macroeconomic volatility and global market uncertainty, Q1 was a quarter of focused execution for Stardust Power. We continue to advance steadily toward Final Investment Decision, supported by strategic progress across permitting, engineering, and financing. With lithium’s long-term outlook growing stronger, we remain committed to seizing this generational opportunity and building a scalable, U.S.-based refining platform aligned with national critical mineral and supply chain priorities.”

First Quarter Financial Highlights

As of March 31, 2025, we had cash and cash equivalents of approximately $1.6 million. As of March 31, 2025, we had zero long term debt. Other financial highlights include:
- Net Loss of $3.8 million for the first quarter of 2025, compared to $1.4 million for the prior year quarter ended March 31, 2024.
- Loss per share was $(0.07) for the first quarter of 2025, compared to $(0.04) for the prior year quarter, the increase being driven primarily by higher general and administrative costs due to personnel related costs and finance charges for short term loans.
- Net cash used in operating activities totaled $2.9 million for the first quarter of 2025, compared to $0.9 million for the prior year quarter, the increase driven by continued investment in operations, hiring of key talent and certain expenses related to the close of the Business Combination.
- Net cash used in investing activities was $1.0 million for the first quarter of 2025, compared to $3 thousand for the prior year quarter, driven by our initial capital investments made in the anticipated building of the refinery.
- Net cash provided by financing activities was $4.5 million for the first quarter of 2025, compared to $54 thousand for the prior year quarter. The increase was driven primarily by $8.0 million in cash received from public offering and warrant inducements, net of offering cost, offset partially by $3.7 million repayment of short-term loans.
Conference Call Details

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

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

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

About Stardust Power

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

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

Cautionary Statement Regarding Forward-Looking Statements

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

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

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

Stardust Power Contacts

For Investors:

Johanna Gonzalez
investor.relations@stardust-power.com

For Media:

Michael Thompson

media@stardust-power.com

The MIL Network –
May 15, 2025

MIL-OSI: MATTR Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

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

Highlights include¹:

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

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

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

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

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

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

Selected Financial Highlights

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

1.0 FIRST QUARTER HIGHLIGHTS

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

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

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

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

Selected Segment Financial Highlights

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

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

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

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

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

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

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

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

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

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

2.0 OUTLOOK

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

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

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

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

3.0 CONFERENCE CALL AND ADDITIONAL INFORMATION

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

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

About Mattr

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

For further information, please contact:

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

Source: Mattr Corp.
Mattr.ER

4.0 FORWARD-LOOKING INFORMATION

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

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

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

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

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

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

5.0 RECONCILIATION OF NON-GAAP MEASURES

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

EBITDA and Adjusted EBITDA

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

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

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

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

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

Connection Technologies Segment

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

	Operating Income	$	18,041		$	14,543

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

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

Composite Technologies Segment

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

	Operating Income	$	12,807		$	4,017

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

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

Financial and Corporate

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

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

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

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

Discontinued Operations

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

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

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

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

Total Consolidated Mattr (Continuing and Discontinued Operations)

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

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

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

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

Adjusted EBITDA Margin

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

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

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

Adjusted Net Income (attributable to shareholders)

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

Adjusted Earnings Per Share (“Adjusted EPS”)

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

Total Consolidated Mattr Adjusted EPS (Continuing and Discontinued Operations)

Three Months Ended

March 31,

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

2025

2024

Earnings Per Share

Basic

Diluted

Basic

Diluted

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

52,726

0.84

(5,842

)

(0.09

)

(0.09

)

Adjustments (before tax):

Share-based incentive compensation (recovery) cost

(2,192

)

7,632

Foreign exchange loss

3,891

2,515

Loss on sale of operating unit and subsidiary

—

5,405

Restructuring costs and other, net

—

3,201

Cost associated with acquisition ^(b)

5,320

—

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

4,195

—

Tax effect of above adjustments

(1,499

)

(2,066

)

Tax impact of the AmerCable acquisition

(40,819

)

—

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

21,622

0.34

10,845

0.16

^(a)

^{Attributable to Shareholders of the Company.}

^(b)

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

^(c)

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

Total Net debt-to-Adjusted EBITDA

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

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

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

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

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

Total Interest Coverage Ratio

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

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

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

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

Modernization, Expansion and Optimization (“MEO”) Costs

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

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

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

6.0 ADDITIONAL INFORMATION

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

Dated: May 14, 2025

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

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

Portfolio & Investment Activity

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

Portfolio Asset Types:

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

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

Results of Operations

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

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

Liquidity and Capital Resources

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

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

Conference Call

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

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

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

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

Endnotes

Note: Numbers may not sum due to rounding.

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

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

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

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

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

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

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

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

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

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

About Crescent BDC

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

About Crescent Capital Group

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

Contact:

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

Forward-Looking Statements

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

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

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

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

Other Information

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

The MIL Network –

May 15, 2025

MIL-OSI: Medallion Bank Announces Launch of Series G Preferred Stock Offering

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

About Medallion Bank

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

This press release contains “forward-looking statements”, which reflect Medallion Bank’s current views with respect to future events and which address matters that are, by their nature, inherently uncertain and beyond Medallion Bank’s control. These statements are often, but not always, made through the use of words or phrases such as “expect” and “intend” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These statements relate to the offering of shares of the Series G Preferred Stock, the anticipated use of the net proceeds by Medallion Bank and the grant to the underwriters of an option to purchase additional shares of the Series G Preferred Stock. No assurance can be given that the transaction discussed above will be completed on the terms described, or at all, or that Medallion Bank will decide to redeem its Series F Preferred Stock or, if it does, the amount to be redeemed and the timing of redemption and required regulatory approval. Completion of the offering on the terms described, including the grant of the option to the underwriters, and the application of net proceeds, are subject to numerous conditions, many of which are beyond the control of Medallion Bank. Medallion Bank undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For a description of certain risks to which Medallion Bank is or may be subject, please refer to the factors discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” in Medallion Bank’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

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

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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Recent Operational Highlights

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

First Quarter 2025 Financial Highlights

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

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

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

Conference Call Today

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

About Red Cat Holdings, Inc.

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

Forward Looking Statements

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

Contact:

INVESTORS:
E-mail: Investors@redcat.red

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


RED CAT HOLDINGS
Condensed Consolidated Balance Sheets

		March 31,			December 31,
		2025			2024
ASSETS

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

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

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

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

Condensed Consolidated Statements of Operations

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

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

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

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

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

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

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

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

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


Condensed Consolidated Statements of Cash Flows

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

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

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

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

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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

Q1 2025 FINANCIAL AND OPERATIONAL HIGHLIGHTS

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

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

______________________________

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

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

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

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

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

DECLARATION OF Q2 2025 QUARTERLY DIVIDEND

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

EXTENSION OF CREDIT FACILITIES

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

ANNUAL MEETING OF SHAREHOLDERS

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

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

Q1 2025 UNAUDITED FINANCIAL AND OPERATIONAL SUMMARY

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

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

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

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

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

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

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

2025 GUIDANCE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Q1 2025 FINANCIAL AND OPERATIONAL RESULTS

Production

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

Adjusted Funds Flow and Cash Flow From Operating Activities

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

Net Income (Loss) to Common Shareholders

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

Capital Activities and Investment

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

Debt and Credit Facilities

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

Natural Gas Market Diversification

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

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

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

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

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

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

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

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

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

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

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

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

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

OPERATIONAL UPDATE

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

Pouce Coupe

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

5-Well 04-05 Pad IP Rates

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

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

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

Gordondale

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

Elmworth

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

ABBREVIATIONS

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

NON-GAAP AND OTHER FINANCIAL MEASURES

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

Non-GAAP Financial Measures

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

Adjusted Funds Flow and Free Funds Flow

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

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

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

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

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

Transportation and Other Expense

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

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

Operating Netback

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

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

Total Capital Expenditures

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

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

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

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

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

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

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

Non-GAAP Ratios

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

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

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

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

Free Funds Flow Per Basic Common Share

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

Transportation and Other Expense Per Boe

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

Operating Netback Per Boe

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

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

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

Capital Management Measures

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

Total Debt

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

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

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

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

ADVISORIES

Unaudited Information

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

Currency

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

Boe Conversions

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

MMBtu Pricing Conversions

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

Oil and Gas Metrics

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

Production

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

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

Initial Production Rates

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

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

Finding and Development (F&D) Capital Expenditures

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

Forward-Looking Statements

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

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

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

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

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

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

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

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

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

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

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

ABOUT BIRCHCLIFF:

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

For further information, please contact:

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

Chris Carlsen – President and Chief Executive Officer

Bruno Geremia – Executive Vice President and Chief Financial Officer

The MIL Network –

May 15, 2025

MIL-OSI: Usio Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Record First Quarter Revenues of $22.0 million

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

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

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

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

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

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

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

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

Quarterly Processing and Transaction Volumes

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

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

First Quarter 2025 Revenue Detail

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

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

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

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

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

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

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

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

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

Conference Call and Webcast

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

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

About Usio, Inc.

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

Comparisons

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

About Non-GAAP Financial Measures

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

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

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

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

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

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

FORWARD-LOOKING STATEMENTS DISCLAIMER

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

Contact:

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

USIO, INC. CONSOLIDATED BALANCE SHEETS

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

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

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

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

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

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

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

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

USIO, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended March 31,
	2025			2024

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	Three Months Ended March 31,
	2025			2024

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


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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

First Quarter 2025 Financial Highlights

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

Management Comments

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

2025 First Quarter Financial Results Overview


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

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

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

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

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

Book value per common share outstanding	$	2.09		$	0.21

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

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

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

2025 First Quarter Gross Written Premium

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

Commercial Lines Financial and Operational Review


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

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

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

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

Accident year combined ratio (1)		185.0	%		108.7	%

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

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

Personal Lines Financial and Operational Review


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

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

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

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

Accident year combined ratio		132.3	%		89.3	%

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

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

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

Combined Ratio Analysis


	Three Months Ended March 31,
	2025		2024


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

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

Accident year combined ratio	139.1	%	99.4	%

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

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

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

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

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

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

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

Forward-Looking Statement

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

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


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

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

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

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

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


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

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

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

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

Commitments and contingencies		–			–

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

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

	Three Months Ended
	March 31
	2025			2024

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

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

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

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

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

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

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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Fourth Quarter Fiscal Year 2025 Financial Highlights

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

Fiscal Year 2025 Financial Highlights

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

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

Fourth Quarter Fiscal Year Investment Activities

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

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

Fourth Fiscal Quarter 2025 Operating Results

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

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

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

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

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

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

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

Fiscal Year 2025 Operating Results

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

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

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

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

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

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

Liquidity and Capital Resources

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

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

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

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

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

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

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

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

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

Share Repurchase Program

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

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

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

The Company’s dividend will be payable as follows:

Regular Dividend

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

Supplemental Dividend

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

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

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

Fourth Quarter 2025 Earnings Results Conference Call and Webcast

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

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

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

About Capital Southwest

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

Forward-Looking Statements

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

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

Investor Relations Contact:

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

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

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

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

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

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

Commitments and contingencies (Note 12)

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

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

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

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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

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

The MIL Network –

May 15, 2025

MIL-OSI: Epsilon Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

HOUSTON, May 14, 2025 (GLOBE NEWSWIRE) — Epsilon Energy Ltd. (“Epsilon” or the “Company”) (NASDAQ: EPSN) today reported first quarter 2025 financial and operating results.

First Quarter 2025 Highlights:

Epsilon – Q1 2025
		Q1 2025	Q4 2024	Q1 2024	QoQ%		YoY%
NRI Production
Gas	MMcf	2,740	1,765	1,666	55	%	64	%
Oil	Mbbl	46	52	37	-12	%	24	%
NGL	Mbbl	16	17	16	-6	%	-2	%
Total	Mmcfe	3,108	2,176	1,982	43	%	57	%

Revenues	$M
Gas		10,614	3,958	2,963	168	%	258	%
Oil		3,270	3,537	2,715	-8	%	20	%
NGL		387	385	373	1	%	4	%
Midstream¹		1,892	1,060	1,936	79	%	-2	%
Total		16,163	8,940	7,987	81	%	102	%

Realized Prices²
Gas	$/Mcf	3.87	2.24	1.78	73	%	118	%
Oil	$/Bbl	71.76	68.38	74.13	5	%	-3	%
NGL	$/Bbl	24.52	22.98	23.16	7	%	6	%

Adj. EBITDA	$M	10,609	5,335	4,595	99	%	131	%

Cash + STI³	$M	7,363	6,990	15,447	5	%	-52	%

Capex⁴	$M	8,035	3,804	21,466	111	%	-63	%

Dividend	$M	1,376	1,370	1,370	0	%	0	%

Share Buybacks	$M	0	0	1,199			-100	%

1) Net of elimination entry for fees paid by Epsilon
2) Excludes impact of hedge realizations
3) Includes restricted cash balance
4) Includes acquisitions

Operations Update:

Epsilon’s capital expenditures were $8.0 million for the quarter ended March 31, 2025. These were primarily related to the drilling and completion of 2 gross (0.5 net) Glauconitic wells in the Garrington area of Alberta, Canada (including $4.9 million in drilling carry in favor of the operator to earn a 25% working interest in the large leasehold position).

Jason Stabell, Epsilon’s Chief Executive Officer, commented, “Our Marcellus business performed very well during the quarter with all delayed turn-in-line wells now on production and the lifting of the curtailments we sustained for most of last year. As a result, total gas volumes were up over 50% quarter over quarter. Realized gas prices also rebounded strongly, with Marcellus cash-flows (revenues less operating expenses) up over 200% quarter over quarter and up over 450% from the first quarter last year. This demonstrates the leverage we have in the basin to incremental development in a strong natural gas market. As mentioned previously, we have meaningful remaining undeveloped inventory there. However, we don’t expect any additional development this year.

In Texas, current plans call for 2 gross (0.5 net) new wells over the remainder of the year, in line with our development obligations on the leasehold. The Barnett wells are still economic at current oil prices, but any escalation in activity levels will require higher sustained prices.

Our first two wells in the Alberta JV we entered in October are now on production. Our operating partner is currently evaluating inflow performance and sizing artificial lift and facilities. The current plan is to drill 2 more wells there over the remainder of the year.

With our diversified assets, commodity mix and balance sheet, we remain in a strong position to take advantage of accretive opportunities.”

Current Hedge Book:

NG Hedge Book				Realized – Q125
2025		Jan-25		Feb-25		Mar-25		Apr-25		May-25		Jun-25		Jul-25		Aug-25		Sep-25		Oct-25		Nov-25		Dec-25
NYMEX Henry Hub (LD)
Fixed Swaps	MMBTUs	(232,500	)	(210,000	)	(387,500	)	(255,000	)	(418,500	)	(255,000	)	(263,500	)	(263,500	)	(255,000	)	(263,500	)	(120,000	)	(120,000	)
Hedges per Day	p/day	(7,500	)	(7,500	)	(12,500	)	(8,500	)	(13,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(4,000	)	(4,000	)
WA Strike Price	$ / MMBTU	3.47		3.47		3.68		3.21		3.12		3.21		3.21		3.21		3.21		3.21		4.66		4.66
Tenn Z4 300L Basis
Basis Swaps	MMBTUs	(232,500	)	(210,000	)	(232,500	)	(255,000	)	(263,500	)	(255,000	)	(263,500	)	(263,500	)	(255,000	)	(263,500	)
Hedges per Day	p/day	(7,500	)	(7,500	)	(7,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)	(8,500	)
WA Strike Price	$ / MMBTU	(0.74	)	(0.74	)	(0.74	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)	(0.95	)

Hedged Net Price	$ / MMBTU									2.17		2.26		2.26		2.26		2.26		2.26
Settlements	$M	(76.73	)	(94.50	)	(159.50	)	(198.40	)	(28.62	)

NG Hedge Book
2026		Jan-26		Feb-26		Mar-26		Apr-26		May-26		Jun-26		Jul-26		Aug-26		Sep-26		Oct-26		Nov-26		Dec-26
NYMEX Henry Hub (LD)
Fixed Swaps	MMBTUs	(124,000	)	(112,000	)	(124,000	)	(120,000	)	(124,000	)	(120,000	)	(124,000	)	(124,000	)	(120,000	)	(124,000	)
Hedges per Day	p/day	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)	(4,000	)
WA Strike Price	$ / MMBTU	4.66		4.66		4.66		4.09		4.09		4.09		4.09		4.09		4.09		4.09

Crude Hedge Book		Realized – Q125
2025		Jan-25		Feb-25		Mar-25		Apr-25		May-25		Jun-25		Jul-25		Aug-25		Sep-25		Oct-25		Nov-25		Dec-25
NYMEX WTI CMA
Fixed Swaps	Bbls	(4,682	)	(4,091	)	(4,389	)	(6,600	)	(6,600	)	(6,200	)	(6,200	)	(6,000	)	(5,600	)	(3,400	)	(3,200	)	(3,200	)
Hedges per Day	BOPD	(151	)	(146	)	(142	)	(220	)	(213	)	(207	)	(200	)	(194	)	(187	)	(110	)	(107	)	(103	)
WA Strike Price	$/Bbl	74.34		74.34		74.34		71.73		71.76		71.79		71.07		71.06		71.05		70.20		70.20		70.20
Settlements	$M	(3.55	)	12.81		28.09		57.86

Earning’s Call:

The Company will host a conference call to discuss its results on Thursday, May 15, 2025 at 10:00 a.m. Central Time (11:00 a.m. Eastern Time).

Interested parties in the United States and Canada may participate toll-free by dialing (833) 816-1385. International parties may participate by dialing (412) 317-0478. Participants should ask to be joined to the “Epsilon Energy First Quarter 2025 Earnings Conference Call.”

A webcast can be viewed at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=Ehro2Pgc. A webcast replay will be available on the Company’s website (www.epsilonenergyltd.com) following the call.

About Epsilon

Epsilon Energy Ltd. is a North American onshore natural gas and oil production and gathering company with assets in Pennsylvania, Texas, Alberta CA, New Mexico, and Oklahoma.

Forward-Looking Statements

Certain statements contained in this news release constitute forward looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, ‘may”, “will”, “project”, “should”, ‘believe”, and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated. Forward-looking statements are based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this news release should not be unduly relied upon.

Contact Information:

281-670-0002

Jason Stabell
Chief Executive Officer
Jason.Stabell@EpsilonEnergyLTD.com

Andrew Williamson
Chief Financial Officer
Andrew.Williamson@EpsilonEnergyLTD.com


EPSILON ENERGY LTD. Unaudited Consolidated Statements of Operations (All amounts stated in US$)

	Three months ended March 31,
	2025			2024
Revenues from contracts with customers:
Gas, oil, NGL, and condensate revenue	$	14,270,790		$	6,051,045
Gas gathering and compression revenue		1,892,350			1,935,698
Total revenue		16,163,140			7,986,743

Operating costs and expenses:
Lease operating expenses		2,755,898			1,768,462
Gathering system operating expenses		552,651			552,570
Depletion, depreciation, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
General and administrative expenses:
Stock based compensation expense		385,838			321,569
Other general and administrative expenses		1,818,418			1,559,023
Total operating costs and expenses		8,995,331			6,582,050
Operating income		7,167,809			1,404,693

Other income (expense):
Interest income		15,299			266,272
Interest expense		(12,211	)		(8,760	)
Loss on derivative contracts		(1,462,170	)		(100,726	)
Other expense		(22,499	)		(533	)
Other (expense) income, net		(1,481,581	)		156,253

Net income before income tax expense		5,686,228			1,560,946
Income tax expense		1,670,194			54,050
NET INCOME	$	4,016,034		$	1,506,896
Currency translation adjustments		(50,116	)		364
Unrealized loss on securities		—			(4,609	)
NET COMPREHENSIVE INCOME	$	3,965,918		$	1,502,651

Net income per share, basic	$	0.18		$	0.07
Net income per share, diluted	$	0.18		$	0.07
Weighted average number of shares outstanding, basic		22,008,766			21,994,207
Weighted average number of shares outstanding, diluted		22,109,819			21,994,207

EPSILON ENERGY LTD. Unaudited Consolidated Balance Sheets (All amounts stated in US$)

	March 31,			December 31,
	2025			2024
ASSETS
Current assets
Cash and cash equivalents	$	6,892,735		$	6,519,793
Accounts receivable		8,003,517			5,843,722
Prepaid income taxes		—			975,963
Other current assets		647,295			792,041
Total current assets		15,543,547			14,131,519
Non-current assets
Property and equipment:
Oil and gas properties, successful efforts method
Proved properties		194,811,616			191,879,210
Unproved properties		33,425,087			28,364,186
Accumulated depletion, depreciation, amortization and impairment		(126,370,072	)		(123,281,395	)
Total oil and gas properties, net		101,866,631			96,962,001
Gathering system		43,176,418			43,116,371
Accumulated depletion, depreciation, amortization and impairment		(36,777,152	)		(36,449,511	)
Total gathering system, net		6,399,266			6,666,860
Land		637,764			637,764
Buildings and other property and equipment, net		246,894			259,335
Total property and equipment, net		109,150,555			104,525,960
Other assets:
Operating lease right-of-use assets, long term		318,604			344,589
Restricted cash		470,000			470,000
Prepaid drilling costs		22,581			982,717
Total non-current assets		109,961,740			106,323,266
Total assets	$	125,505,287		$	120,454,785

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable trade	$	2,013,172		$	2,334,732
Gathering fees payable		1,651,164			997,016
Royalties payable		2,019,819			1,400,976
Income taxes payable		924,905			—
Accrued capital expenditures		309,630			572,079
Accrued compensation		284,905			695,018
Other accrued liabilities		481,770			371,503
Fair value of derivatives		1,534,675			487,548
Operating lease liabilities		121,293			121,135
Total current liabilities		9,341,333			6,980,007
Non-current liabilities
Asset retirement obligations		3,716,029			3,652,296
Deferred income taxes		12,417,125			12,738,577
Operating lease liabilities, long term		326,527			355,776
Total non-current liabilities		16,459,681			16,746,649
Total liabilities		25,801,014			23,726,656
Commitments and contingencies (Note 11)
Shareholders’ equity
Preferred shares, no par value, unlimited shares authorized, none issued or outstanding		—			—
Common shares, no par value, unlimited shares authorized and 22,008,766 shares issued and outstanding at March 31, 2025 and December 31, 2024		116,081,031			116,081,031
Additional paid-in capital		12,504,745			12,118,907
Accumulated deficit		(38,864,654	)		(41,505,076	)
Accumulated other comprehensive income		9,983,151			10,033,267
Total shareholders’ equity		99,704,273			96,728,129
Total liabilities and shareholders’ equity	$	125,505,287		$	120,454,785

EPSILON ENERGY LTD. Unaudited Consolidated Statements of Cash Flows (All amounts stated in US$)

	Three months ended March 31,
	2025			2024
Cash flows from operating activities:
Net income	$	4,016,034		$	1,506,896
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
Accretion of discount on available for sale securities		—			(216,180	)
Loss on derivative contracts		1,462,170			100,726
Settlement (paid) received on derivative contracts		(415,043	)		488,285
Settlement of asset retirement obligation		(1,600	)		(1,653	)
Stock-based compensation expense		385,838			321,569
Deferred income tax expense (benefit)		(321,452	)		(22,993	)
Changes in assets and liabilities:
Accounts receivable		(2,159,795	)		953,714
Prepaid income taxes		978,542			(68,401	)
Other assets and liabilities		141,640			146,477
Accounts payable, royalties payable, gathering fees payable, and other accrued liabilities		91,390			(1,897,438	)
Income taxes payable		922,326			—
Net cash provided by operating activities		8,582,576			3,691,428
Cash flows from investing activities:
Additions to unproved oil and gas properties		(5,060,901	)		(3,088,198	)
Additions to proved oil and gas properties		(2,578,866	)		(17,226,449	)
Additions to gathering system properties		(104,275	)		(22,650	)
Additions to land, buildings and property and equipment		—			(7,681	)
Purchases of short term investments – available for sale		—			(4,045,785	)
Proceeds from short term investments – held to maturity		—			10,794,285
Prepaid drilling costs		960,136			1,813,808
Net cash used in investing activities		(6,783,906	)		(11,782,670	)
Cash flows from financing activities:
Buyback of common shares		—			(1,203,708	)
Dividends paid		(1,375,612	)		(1,370,409	)
Net cash used in financing activities		(1,375,612	)		(2,574,117	)
Effect of currency rates on cash, cash equivalents, and restricted cash		(50,116	)		364
Decrease in cash, cash equivalents, and restricted cash		372,942			(10,664,995	)
Cash, cash equivalents, and restricted cash, beginning of period		6,989,793			13,873,628
Cash, cash equivalents, and restricted cash, end of period	$	7,362,735		$	3,208,633

Supplemental cash flow disclosures:
Income tax paid – federal	$	80,000		$	—
Income tax paid – state (PA)	$	5,138		$	—
Income tax paid – state (other)	$	25		$	—
Interest paid	$	657		$	—

Non-cash investing activities:
Change in proved properties accrued in accounts payable	$	341,974		$	2,946,528
Change in gathering system accrued in accounts payable	$	(44,228	)	$	(3,624	)
Asset retirement obligation asset additions and adjustments	$	18,235		$	16,372

	Three months ended March 31,
	2025			2024
Net income	$	4,016,034		$	1,506,896
Add Back:
Interest income, net		(3,088	)		(257,512	)
Income tax expense		1,670,194			54,050
Depreciation, depletion, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
Stock based compensation expense		385,838			321,569
Loss on derivative contracts net of cash received or paid on settlement		1,047,127			589,011
Foreign currency translation loss		10,289			570
Adjusted EBITDA	$	10,608,920		$	4,595,010

Epsilon defines Adjusted EBITDA as earnings before (1) net interest expense, (2) taxes, (3) depreciation, depletion, amortization and accretion expense, (4) impairments of natural gas and oil properties, (5) non-cash stock compensation expense, (6) gain or loss on derivative contracts net of cash received or paid on settlement, and (7) other income. Adjusted EBITDA is not a measure of financial performance as determined under U.S. GAAP and should not be considered in isolation from or as a substitute for net income or cash flow measures prepared in accordance with U.S. GAAP or as a measure of profitability or liquidity.

Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Epsilon has included Adjusted EBITDA as a supplemental disclosure because its management believes that EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures. It further provides investors a helpful measure for comparing operating performance on a “normalized” or recurring basis with the performance of other companies, without giving effect to certain non-cash expenses and other items. This provides management, investors and analysts with comparative information for evaluating the Company in relation to other natural gas and oil companies providing corresponding non-U.S. GAAP financial measures or that have different financing and capital structures or tax rates. These non-U.S. GAAP financial measures should be considered in addition to, but not as a substitute for, measures for financial performance prepared in accordance with U.S. GAAP.

The MIL Network –

May 15, 2025

MIL-OSI: David Boies joins Rumble legal team in case against Google

Source: GlobeNewswire (MIL-OSI)

LONGBOAT KEY, FL, May 14, 2025 (GLOBE NEWSWIRE) — Rumble (NASDAQ:RUM), the video-sharing platform and cloud services provider, today announced that prominent lawyer David Boies, of the firm Boies Schiller Flexner LLP, has joined the litigation team in Rumble’s antitrust lawsuit against Google. Rumble filed suit against Google in January 2021, accusing the tech giant of giving Internet search preference to YouTube, a video platform it owns, and thereby harming competition and Rumble’s growth and revenue.

“David Boies is one of the best trial lawyers in the world.” said Rumble Chief Executive Officer Chris Pavlovski. “We welcome him to Rumble’s legal team.”

ABOUT RUMBLE

Rumble is a high-growth video platform and cloud services provider, founded in 2013 by entrepreneur Chris Pavlovski, which is creating an independent infrastructure intended to make it impervious to cancellation or censorship by Big Tech. Rumble’s mission is to restore the internet to its roots by making it free and open once again. For more information, visit: corp.rumble.com.

Contact: press@rumble.com

The MIL Network –

May 15, 2025
MIL-OSI: Nasdaq Announces 2025 Annual Meeting of Shareholders

Source: GlobeNewswire (MIL-OSI)

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

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

About Nasdaq:

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

Media Relations Contacts:

Nick Jannuzzi
+1.973.760.1741
Nicholas.Jannuzzi@Nasdaq.com

Investor Relations Contact:

Ato Garrett
+1.212.401.8737
Ato.Garrett@Nasdaq.com

-NDAQF-

The MIL Network –

May 15, 2025

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