NewzIntel.com

Category: Intelligence Agencies

  • MIL-OSI Security: FBI Washington Field Office Statement on 11th Anniversary of the Disappearance of Paul Edwin Overby Jr.

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

    This month marks the 11th anniversary of the disappearance of Paul Edwin Overby Jr. from Afghanistan. In May 2014, Overby, an American writer, disappeared in Khost Province, Afghanistan, where he was conducting research for a self-authored book. Prior to his disappearance, Overby indicated that he planned to visit Pakistan to further his research. 

    “The dedicated men and women of the FBI remain relentless in our pursuit for answers about Paul’s disappearance,” Assistant Director in Charge Steven J. Jensen said. “As we mark yet another year without him, we are committed and will not rest until we return him to his family where he belongs. We renew our public call for information that could help bring him home.”

    In May 2018, the FBI Washington Field Office announced a reward of up to $1 million for information that leads to the location, recovery, and return of Overby. Additionally, the U.S. State Department’s Rewards for Justice program is offering a reward of up to $5 million for information leading to Overby’s location, recovery, and return. Both rewards remain unclaimed. 

    If you have information to share, call the FBI at 1-800-CALL-FBI (225-5324) or submit a tip at tips.fbi.gov. You can also contact the nearest American embassy or consulate. Tips can remain anonymous. 

    MIL Security OSI –

  • MIL-OSI Security: Mission, Texas, Real Estate Agent Indicted for Fraud Scheme

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

    McALLEN, Texas – A 45-year-old Mission man has made an appearance in McAllen federal court on wire fraud charges, announced U.S. Attorney Nicholas J. Ganjei.

    According to the four-count indictment, Sergio Efrain Zamora Jr. sold multiple homes by forging signatures on the documents and transferring titles to his business.

    The charges allege, beginning in June 2021, Zamora orchestrated a real estate fraud scheme by selling multiple homes without the homeowners’ authorization. He allegedly forged signatures on documents and transferred property titles to his business.

    The victims-some of whom were his own family and friends-were unaware their homes were being sold, according to the charges. Zamora allegedly created fraudulent documents, including warranty deeds and contracts of sale, to make the transactions appear legitimate.

    According to the indictment, he forged paperwork as part of the scheme. He allegedly profited illegally by using the proceeds to pay off debts and, in some cases, by receiving funds directly from the fraudulent closings.

    The charges allege the scheme caused a total loss of $655,000 to the victims and the title company.

    If convicted, Zamora faces up to 20 years in prison and a possible $250,000 maximum fine.

    FBI conducted the investigation. Assistant U.S. Attorney Amanda McColgan is prosecuting the case.

    An indictment is a formal accusation of criminal conduct, not evidence. A defendant is presumed innocent unless convicted through due process of law.

    MIL Security OSI –

  • MIL-OSI: SIGNATURE BY GUILLEMOT BROTHERS LIMITED OF A NEW EXTENSION TO AN AGREEMENT FOR UBISOFT ENTERTAINMENT SA SHARES PURCHASE

    Source: GlobeNewswire (MIL-OSI)

    FINANCIAL RELEASE

    SIGNATURE BY GUILLEMOT BROTHERS LIMITED OF A NEW EXTENSION TO AN AGREEMENT FOR UBISOFT ENTERTAINMENT SA SHARES PURCHASE

    London, May 15, 2025 – Guillemot Brothers Limited announces that Guillemot Brothers Limited and a bank have implemented today an extension to an agreement originally dated September 1, 2017 and initially relating to the acquisition by Guillemot Brothers Limited of 2,000,016 Ubisoft Entertainment SA shares.

    The above-mentioned agreement (as amended) contemplates in particular the financing by such bank of the acquisition of the initial shares of Ubisoft Entertainment SA by Guillemot Brothers Limited, and the entry into related extended hedging agreements, for a period now extended until on or around March 19, 2026. Within this framework, Guillemot Brothers Limited has agreed to a call option whereby Guillemot Brothers Limited has agreed to sell to the bank the Ubisoft Entertainment SA shares subject to such financing and the bank has agreed to a put option whereby the bank has agreed to purchase the shares from Guillemot Brothers Limited. These call and put options are exercisable under certain conditions as provided in such agreement, at the maturity date of the previously mentioned financing, and will be settled either in cash or in shares, at the election of Guillemot Brothers Limited.

    The underlying shares under these agreements are pledged to the benefit of the bank which may dispose of them subject to restituting them to Guillemot Brothers Limited under certain conditions provided in the related share pledge agreement.

    Attachment

    The MIL Network –

  • MIL-OSI USA: During National Police Week, Reps. Pettersen, Valadao Introduce Bipartisan ‘They’re Fast, We’re Furious’ Bill to Curb Illegal Street Racing

    Source: United States House of Representatives – Representative Brittany Pettersen (Colorado 7th District)

    WASHINGTON – Today, U.S. Representative Brittany Pettersen (D-CO) and David Valadao (R-CA) introduced the They’re Fast, We’re Furious Act of 2025 to address reckless speeding and illegal street racing impacting communities across the country. This bipartisan bill would establish a Street Racing Prevention and Intervention Task Force under the Federal Bureau of Investigation (FBI) to coordinate local, state, and federal strategic responses to street racing and unlawful organized street shows. The task force would address the impacts of street racing and develop best practices to combat the problem, creating safer communities and potentially saving lives.

    “I’ve heard from constituents across Broomfield and Jefferson Counties who are concerned by the illegal street racing on the rise in our communities, including the death of a college student in Westminster caused by a street racing incident” said Pettersen. “As a mom, I’m committed to making sure our communities are a safe place for our kids and neighbors. That’s why I’m working with Congressman Valadao during National Police Week to ensure law enforcement has the tools they need to crack down on reckless driving and save lives.”

    “In the Central Valley, street racing is an epidemic that puts our communities in danger,” said Valadao. “Kern County’s fatal hit-and-run accident rate is over 151% higher than the national average, and deadly crashes are a direct result of reckless driving at high speeds. Illegal street racing in our neighborhoods puts the lives of other drivers, first responders, and innocent bystanders at risk, and I’m proud to join Congresswoman Pettersen to give law enforcement the tools they need to combat this dangerous trend.”

    Rep. Pettersen first introduced this bill following concerns from communities across her district, including those voiced at a town hall she hosted in Westminster. In 2021, a street racing incident in Westminster caused the death of a 21-year-old student at the University of Colorado Boulder. This incident rocked the community and is unfortunately a common occurrence in the United States, as speeding and street racing continue to rise in prevalence since the global pandemic.

    Between 2021 and 2023, Colorado lost 751 lives due to speeding, according to the Colorado Department of Transportation. In 2023 alone, speeding was the leading cause of traffic fatalities in the state—contributing to 258 deaths, surpassing fatalities caused by impaired driving and unrestrained passengers.

    Click HERE for the full text of the bill. 

    MIL OSI USA News –

  • MIL-OSI: The Southern Banc Company, Inc. Announces Third Quarter Earnings

    Source: GlobeNewswire (MIL-OSI)

    GADSDEN, Ala., May 15, 2025 (GLOBE NEWSWIRE) — The Southern Banc Company, Inc. (OTCBB: SRNN), the holding company for The Southern Bank Company (the “Bank”), announced net income of approximately $230,000, or $0.30 per basic and $0.30 per diluted share, for the quarter ended March 31, 2025, as compared to net income of approximately $340,000, or $0.45 per basic and $0.44 per diluted share, for the quarter ended March 31, 2024. The Company announced that for the nine-month period ended March 31, 2025, the Company recorded net income of approximately $775,000, or $1.02 per basic and $1.01 per diluted share, as compared to net income of approximately $1,177,000, or $1.55 per basic and $1.53 per diluted share, for the nine-month period ended March 31, 2024. The Company’s fiscal year ends June 30, 2025.

    Gates Little, President and Chief Executive Officer of the Company stated that the Company’s net interest margins increased approximately $335,000, or 17.92%, during the quarter as compared to the same period in 2024. The increase in the net interest margin before provision for credit losses for the quarter was primarily attributable to an increase in total interest income of approximately $477,000 offset by an increase in total interest expense of approximately $142,000. For the three-month period ending March 31, 2025, the Company recorded a provision for loan and lease losses in the amount of approximately $99,000 as compared to no provision for the three-month period ended March 31, 2024. For the quarter ending March 31, 2025, total non-interest income decreased approximately $53,000, or (27.88%), while total non-interest expense increased approximately $332,000, or 20.70%, as compared to the same three-month period in 2024. The decrease in non-interest income was primarily attributable to a decrease in miscellaneous income of approximately $51,000 and customer services fees of approximately $2,000. The increase in non-interest expense was primarily attributable to increases in salaries and benefits of approximately $289,000, professional service expense of approximately $26,000, and occupancy expense of approximately $8,000 offset in part by a decrease in data processing expenses of approximately $10,000.

    For the nine months ending March 31, 2025, net interest income increased approximately $1,442,000, or 20.17%, as compared to the same period in 2024. For the nine-month period ending March 31, 2025, the Company recorded a provision for loan and lease losses in the amount of approximately $541,000 as compared to no provision for the nine-month period ended March 31, 2024. For the nine-months ended March 31, 2025, total non-interest income decreased approximately $42,000, or (8.53%), while total non-interest expense increased approximately $774,000, or 16.70%, as compared to the same period in 2024. The decrease in non-interest income was primarily attributable to decreases in miscellaneous income of approximately $37,000 and customer service fees of approximately $5,000. The increase in non-interest expense was primarily attributable to increases in salaries and benefits of approximately $630,000, occupancy expense of approximately $21,000, professional fees of approximately $144,000, offset in part by a decrease in data processing expense of approximately $25,000.

    The Company’s total assets on March 31, 2025, were approximately $127.7 million, as compared to $113.1 million at June 30, 2024. Total stockholders’ equity was approximately $16.3 million on March 31, 2025, or 12.73% of total assets as compared to approximately $14.5 million on June 30, 2024, or approximately 12.80% of total assets.

    The Bank has four full-service banking offices located in Gadsden, Albertville, Guntersville, and Centre, AL, and one loan production office in Birmingham, AL that conducts factoring activities. Common stock of The Southern Banc Company, Inc. trades in the over-the-counter market under the symbol “SRNN”.

    Certain statements in this release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which statements can generally be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “target,” “plan,” “project,” “continue,” or the negatives thereof, or other variations thereon or similar terminology, and are made on the basis of management’s plans and current analyses of the Company, its business and the industry as a whole. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors, in some cases, have affected, and in the future could affect the Company’s financial performance and could cause actual results to differ materially from those expressed or implied in such forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

     
    (Selected financial data attached)
     
     
    THE SOUTHERN BANC COMPANY, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    (Dollar Amounts in Thousands)
     
        March 31,     June 30,
        2025     2024
        Unaudited     Audited
    ASSETS          
    CASH AND CASH EQUIVALENTS $ 26,537     $ 12,632  
    SECURITIES AVAILABLE FOR SALE, at fair value   38,922       37,912  
    FEDERAL HOME LOAN BANK STOCK   125       120  
    LOANS RECEIVABLE, net of allowance for loan losses of $1,605 and $1,160, respectively   58,408       58,199  
    PREMISES AND EQUIPMENT, net   1,025       1,133  
    ACCRUED INTEREST AND DIVIDENDS RECEIVABLE   955       934  
    PREPAID EXPENSES AND OTHER ASSETS   1,763       2,124  
               
    TOTAL ASSETS $ 127,735     $ 113,054  
               
    LIABILITIES          
    DEPOSITS $ 104,249     $ 92,250  
    FHLB ADVANCES   0       0  
    OTHER LIABILITIES   7,227       6,338  
    TOTAL LIABILITIES   111,476       98,588  
               
    STOCKHOLDERS’ EQUITY:          
    Preferred stock, par value $.01 per share 500,000 shares authorized; no shares issued and outstanding   –       –  
    Common stock, par value $.01 per share, 3,500,000 authorized, 1,454,750 shares issued   15       15  
    Additional paid-in capital   13,947       13,943  
    Shares held in trust, 44,081 and 46,454 shares at cost, respectively   (762 )     (772 )
    Retained earnings   14,660       13,884  
    Treasury stock, at cost, 648,664 shares   (8,825 )     (8,825 )
    Accumulated other comprehensive (loss)   (2,776 )     (3,779 )
    TOTAL STOCKHOLDERS’ EQUITY   16,259       14,466  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 127,735     $ 113,054  
     
    THE SOUTHERN BANC COMPANY, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (Dollar Amounts in Thousands, except per share data)
     
                                                                     Three Months Ended     Nine Months Ended
              March 31,     March 31,
                                 
              2025
    (Unaudited)    		     2024     2025
    (Unaudited)    		     2024
                                 
    INTEREST INCOME:                      
                                 
      Interest and fees on loans $ 2,476   $ 2,108   $ 7,548   $ 6,284
      Interest and dividends on securities   200     182     545     551
      Other interest income   213     122     494     310
                                 
        Total interest income   2,889     2,412     8,587     7,145
                                 
    INTEREST EXPENSE:                      
      Interest on deposits   685     543     2,020     1,392
      Interest on borrowings   0     0     0     0
        Total interest expense   685     543     2,020     1,392
        Net interest income before provision for loan losses   2,204     1,869     6,567     5,753
      Provision for loan losses   99     0     541     0
        Net interest income after provision for loan losses   2,105     1,869     6,026     5,753
                                 
    NON-INTEREST INCOME:                      
      Fees and other non-interest income   30     32     96     101
      Net gain on sale of securities   0     0     0     0
      Miscellaneous income   107     158     344     381
      Total non-interest income   137     190     440     482
                                 
    NON-INTEREST EXPENSE:                      
      Salaries and employee benefits   1,239     950     3,402     2,772
      Office building and equipment expenses   101     93     285     264
      Professional Services Expense   195     169     565     421
      Data Processing Expense   185     195     555     580
      Net loss on sale of securities   0     0     0     0
      Other operating expense   211     192     610     606
          Total non-interest expense   1,931     1,599     5,417     4,643
                                 
      Income before income taxes   311     460     1,049     1,592
                                 
    PROVISION FOR INCOME TAXES   81     120     274     415
                                 
        Net Income $ 230   $ 340   $ 775   $ 1,177
                                 
    EARNINGS PER SHARE:                      
        Basic $ 0.30   $ 0.45   $ 1.02   $ 1.55
        Diluted $ 0.30   $ 0.44   $ 1.01   $ 1.53
                                 
    DIVIDENDS DECLARED PER SHARE $ —   $ —   $ —   $ —
                                 
    AVERAGE SHARES OUTSTANDING:                      
        Basic   763,918     759,650     761,050     760,729
        Diluted   768,309     766,093     766,710     767,791

    Contact: Gates Little
    (256) 543-3860

    The MIL Network –

  • MIL-OSI: Baltic Horizon Fund publishes its NAV for April 2025

    Source: GlobeNewswire (MIL-OSI)

    The net asset value (NAV) per unit of the Baltic Horizon Fund (the Fund) decreased to EUR 0.6740 at the end of April 2025 (0.6769 as of 31 March 2025). The month-end total net asset value of the Fund was EUR 96.8 million (EUR 97.2 million as of 31 March 2025). A minor NAV decline stemmed from the decrease in fair value of the derivative financial instruments and expenses incurred due to the early partial bond redemption. The EPRA NRV as of 30 April 2025 stood at EUR 0.7200 per unit.

    In April 2025, the consolidated net rental income of the Fund remained at the same level, amounting to EUR 1.0 million (EUR 1.0 million in March 2025).

    At the end of April 2025, the Fund’s consolidated cash and cash equivalents amounted to EUR 8.2 million (31 March 2025: EUR 12.8 million). As of 30 April 2025, the total consolidated assets of the Fund were EUR 239.0 million (31 March 2025: EUR 243.2 million). The decrease is mainly related to early partial redemption of the bonds on 10 April 2025 in the amount of EUR 3 million.

    For additional information, please contact:

    Tarmo Karotam
    Baltic Horizon Fund manager
    E-mail tarmo.karotam@nh-cap.com
    www.baltichorizon.com

    The Fund is a registered contractual public closed-end real estate fund that is managed by Alternative Investment Fund Manager license holder Northern Horizon Capital AS. 

    Distribution: GlobeNewswire, Nasdaq Tallinn, Nasdaq Stockholm, www.baltichorizon.com

    To receive Nasdaq announcements and news from Baltic Horizon Fund about its projects, plans and more, register on www.baltichorizon.com. You can also follow Baltic Horizon Fund on www.baltichorizon.com and on LinkedIn, Facebook, X and YouTube.

    The MIL Network –

  • MIL-OSI Russia: “Polytech Dome-2025”: Anti-terrorist training held at the university

    Translation. Region: Russian Federal

    Source: Peter the Great St Petersburg Polytechnic University – Peter the Great St Petersburg Polytechnic University –

    The Polytechnic University held a comprehensive training session on anti-terrorist protection of facilities and the territory “Polytechnic Dome-2025”. Similar training sessions are held at the university regularly, their goal is to practice actions in emergency situations, test the functionality of warning systems, improve interaction with law enforcement agencies, municipal, district and city services, security and law enforcement agencies.

    The training was attended by employees of the Civil Security Department, cadets of the Military Training Center and employees of the security organization “U-Piter”, the student fire and rescue squad “Pyotr Velikiy”, representatives of the Department of the Ministry of Internal Affairs for the Kalininsky District, the demining group of the OMON “Bastion” of the Russian Guard for St. Petersburg and the Leningrad Region, the non-departmental security department for the Kalininsky District, representatives of Legion LLC, the rescue corps of the St. Petersburg University of the GPS EMERCOM of Russia named after E. N. Zinichev.

    The training consisted of five stages. The first stage involved a simulated armed attack on the university campus. Suddenly, two people appeared on the platform in front of the NIC – one with a backpack, and the other with a machine gun (their roles were played by activists of the Military History Club “Our Polytechnic”. Then the events developed so quickly that at some point it seemed that this was no longer a training session. The armed criminal fired a burst at a peacefully standing group of students. They rushed into the building. The security guards barricaded the door and reported the attack to the University Security Center. There, the duty officer already knew about what had happened (one of the Polytechnic employees called after noticing the armed men), he pressed the panic button, passed the information to the chairman of the commission for the prevention and elimination of emergency situations and fire safety (KChS and OPB) of the Polytechnic, the vice-rector for security, the head of the Civil Security Department, the head of the civil defense department. The duty unit of the Ministry of Internal Affairs of Russia for St. Petersburg and the Leningrad Region, the UFSB of Russia for St. Petersburg and Leningrad region and other emergency services.

    While the criminals were unsuccessfully tugging at the door handle, a Rosgvardia car appeared in the distance. Noticing it, one of the guys dropped his backpack and ran away. The second, left alone, started shooting back – only the cartridges flew off to the sides. But the patrol group of the Kalininsky District Rosgvardia Non-Departmental Security Department managed to twist him quite harshly, search him and disarm him. Then the hypothetical terrorist was put in the car and driven away.

    But the abandoned backpack remained and aroused suspicion. The National Guard assumed that it contained a homemade explosive device. The OMON Bastion group was called in to defuse the mines, and the dangerous area was cordoned off.

    A mobile device for localizing explosive objects, “FONTAN-2”, was taken out of the NIK and installed to prevent fragments from flying apart. At this time, employees of the engineering and technical department of the OMON “Bastion” arrived with a dog handler and a mine-detection dog Chiba. To prevent a possible remote detonation, the group deployed a “Pelena-12” radio jammer. Based on the dog’s behavior, the dog handler realized that there really was an explosive device in the backpack. It was detonated using the ETsV-14 destroyer installed on the MRK-15 mobile robotic complex.

    For reliability, the explosion site was also examined by a specialist in a special protective suit “Kupol”, which can withstand an explosion of up to 1.5 kg in TNT equivalent. After that, forensic experts could begin the case.

    The second and third stages of the training involved practicing actions in the event of a drone threat and attack. FPV drones suddenly appeared over the heads of the training participants and spectators. The duty administrator of the CBU turned on the alert: “Attention! Threat of attack by an unmanned aerial vehicle!” A siren wailed over the campus. But the signal about the attack had already been conveyed to law enforcement agencies.

    The police squad that arrived managed to suppress one of the drones with an electronic warfare system – an anti-drone gun, and the second one managed to drop a grenade on a specially parked old passenger car before being destroyed. An explosion was heard, and a fire started, and with it the fourth stage of the training.

    A combat fire brigade arrived to put out the fire – two units of the 34th fire and rescue unit. Soon only foam remained from the flames and smoke.

    At the final stage of the exercise, representatives of the rescue corps of the E. N. Zinichev University of the Russian Emergencies Ministry in St. Petersburg showed off their skills. Before the ambulance arrived, they treated wounds and applied bandages to victims of gunshot and high-explosive shrapnel wounds.

    At the end of the training, SPbPU Vice-Rector for Security Alexander Airapetyan thanked all the participants, noted the high organizational level of the event and emphasized the importance of practical preparation for emergency situations.

    Photo archive

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

    MIL OSI Russia News –

  • MIL-OSI USA: SPC May 15, 2025 0730 UTC Day 3 Severe Thunderstorm Outlook

    Source: US National Oceanic and Atmospheric Administration

    SPC AC 150729

    Day 3 Convective Outlook
    NWS Storm Prediction Center Norman OK
    0229 AM CDT Thu May 15 2025

    Valid 171200Z – 181200Z

    …THERE IS A SLIGHT RISK OF SEVERE THUNDERSTORMS SATURDAY ACROSS
    PARTS OF EASTERN NORTH CAROLINA…EASTERN VIRGINIA…CENTRAL AND
    EASTERN MARYLAND…DELAWARE…SOUTHEASTERN PENNSYLVANIA…CENTRAL
    AND SOUTHERN NEW JERSEY AND LATE SATURDAY INTO SATURDAY NIGHT ACROSS
    PARTS OF WEST CENTRAL THROUGH NORTH CENTRAL TEXAS…EASTERN OKLAHOMA
    AND SOUTHWESTERN INTO CENTRAL ARKANSAS…

    …SUMMARY…
    Severe thunderstorms are possible Saturday across parts of the Mid
    Atlantic, and late Saturday into Saturday night across parts of the
    southeastern Great Plains.

    …Discussion…
    Downstream of a persistent, prominent mid-level ridge across the
    southern mid-latitude and subtropical eastern Pacific, models
    indicate that large-scale troughing will continue to dig inland of
    the Pacific coast through this period. It appears that this will
    include one notable embedded smaller-scale perturbation digging
    across the Sierra Nevada, toward the Four Corners, and a trailing
    perturbation digging across the Pacific Northwest coast.

    Farther downstream, it appears that one or two more modest short
    wave impulses, within a belt of westerlies emanating from the
    subtropical eastern Pacific, may accelerate across the northern
    Mexican Plateau through the southern Great Plains and lower
    Mississippi Valley, around the northwestern periphery of broad
    mid/upper ridging centered over the Gulf Basin. To the north of
    this ridge, large-scale ridging within the mid-latitude westerlies
    is forecast to overspread much of the interior U.S., with a remnant
    downstream cyclone and associated troughing progressing across parts
    of the Northeast and Mid Atlantic.

    In lower levels, models generally indicate that a significant cold
    front will advance southeast of the lower Great Lakes and Ohio
    Valley, while stalling across parts of the Mid South into central
    Great Plains. However, this is likely to be preceded by a weaker
    front, largely driven or reinforced by outflow from Friday/Friday
    night convection.

    …Mid Atlantic…
    Strong convectively augmented westerly lower/mid-tropospheric flow
    (in excess of 50 kt in the 850-700 mb layer) is likely to spread
    east of the Allegheny and Blue Ridge Mountains, coincident with the
    convective outflow boundary by early Saturday. The extent and
    intensity of continuing convective development along the gust front
    at the outset of the period remains unclear. However, if the severe
    storm cluster from Friday night does not maintain strength with a
    continuing risk for severe wind gusts into and across the Mid
    Atlantic early Saturday, it is possible that destabilization ahead
    of the surface boundary could become sufficient for considerable
    re-intensification of thunderstorm activity along it, before it
    advances offshore.

    …Southeastern Great Plains…
    Beneath steep lower/mid-tropospheric lapse rates, models indicate
    that seasonably moist air will maintain a reservoir of large CAPE
    along and south of the initial pre-frontal wind shift/convective
    outflow, roughly across the Ark-La-Texas, and east of a sharpening
    dryline, across western North Texas toward the Del Rio TX area by
    late afternoon. Aided by forcing for ascent and strengthening
    westerly mid/upper flow associated with the subtropical
    perturbations, isolated to scattered supercells may initiate and
    propagate off the retreating dryline by late afternoon. Other
    strong to severe thunderstorm development is possible, aided by
    forcing for ascent associated with warm advection, where mid-level
    inhibition will be weaker along and north of the initial pre-frontal
    wind shift, and perhaps near the surface front across northern
    Oklahoma into north central Arkansas.

    ..Kerr.. 05/15/2025

    CLICK TO GET WUUS03 PTSDY3 PRODUCT

    NOTE: THE NEXT DAY 3 OUTLOOK IS SCHEDULED BY 1930Z

    MIL OSI USA News –

  • MIL-OSI: Bitdeer Reports Unaudited Financial Results for the First Quarter of 2025

    Source: GlobeNewswire (MIL-OSI)

    SINGAPORE, May 15, 2025 (GLOBE NEWSWIRE) — Bitdeer Technologies Group (NASDAQ: BTDR) (“Bitdeer” or the “Company”), a world-leading technology company for Bitcoin mining, today released its unaudited financial results for the first quarter ended March 31, 2025.

    Q1 2025 Financial Highlights
    All amounts compared to Q1 2024 unless otherwise noted

    • Total revenue was US$70.1 million vs. US$119.5 million.
    • Cost of revenue was US$73.4 million vs. US$85.4 million.
    • Gross profit was negative US$3.2 million vs. positive US$34.1 million.
    • Net income was US$409.5 million vs. US$0.6 million.
    • Adjusted EBITDA1 was negative US$56.1 million, vs. positive US$27.32 million.
    • Cash and cash equivalents were US$215.6 million as of March 31, 2025.
    • Crypto balance: US$131.1 million as of March 31, 2025.

    Management Commentary

    “This quarter marked the continued execution of our SEALMINER roadmap,” said Matt Kong, Chief Business Officer at Bitdeer. “We have energized 3.7 EH/s and 0.5 EH/s of SEALMINER A1 and SEALMINER A2, respectively, bringing our self-mining hashrate to 12.4 EH/s by the end of April. With our SEALMINER mining rigs quickly coming off the production line and ample global power capacity available, we expect to achieve rapid growth in our self-mining hashrate towards our 40 EH/s target by October 2025. Looking ahead, our R&D efforts are now focused on our SEALMINER A4 project, for which we are targeting an unprecedent chip efficiency of approximately 5 J/TH at the chip level. We believe this new chip design will revolutionize the way Bitcoin mining ASICs are made in the future and tape-out is on track for Q4 2025. We believe SEALMINER A4, along with our 3rd generation chip, will position Bitdeer as the leading supplier of the world’s most energy efficient mining rigs.”

    Mr. Kong concluded, “On the energy front, construction of our global power infrastructure remains on schedule. We expect to have nearly 1.6 GW of available global power capacity by the end of Q2 2025 and 1.8 GW by year-end. As part of our HPC/AI initiative, we engaged Northland Capital Markets in March to serve as our financial advisor for the development of our HPC/AI data center strategy. We have advanced our discussions with development partners and potential end users regarding selected large-scale sites in the U.S. targeted for HPC and AI cloud infrastructure.”

    Operational Summary

    Metrics Three Months Ended Mar 31
      2025 2024
    Total hash rate under management (EH/s) 24.2 22.5
    – Proprietary hash rate 12.1 8.4
    – Self-mining 11.5 6.7
    – Cloud Hash Rate – 1.7
    – Delivered but not yet hashing 0.6 –
    – Hosting 12.1 14.1
    Mining rigs under management 175,000 226,000
    – Self-owned 97,000 86,000
    – Hosted 78,000 140,000
    Bitcoin mined (self-mining only) 350 911
    Bitcoins held 1,156 58
    Total power usage (MWh) 881,000 1,361,000
    Average cost of electricity ($/MWh) 48 43
    Average miner efficiency (J/TH) 29.0 31.7
     

    Power Infrastructure Summary (as of April 30, 2025)

    Site / Location Capacity (MW) Status Timing3
    Electrical capacity      
    – Rockdale, Texas 563 Online Completed
    – Knoxville, Tennessee 86 Online Completed
    – Wenatchee, Washington 13 Online Completed
    – Molde, Norway 84 Online Completed
    – Tydal, Norway 120 Online Completed
    – Gedu, Bhutan 100 Online Completed
    – Jigmeling, Bhutan 132 Online Completed
    Total electrical capacity 1,098    
    Pipeline capacity      
    – Tydal, Norway Phase 2 105 In progress Q2 2025
    – Massillon, Ohio 221 In progress Q3-Q4 2025
    – Clarington, Ohio Phase 1 266 Paused TBD
    – Clarington, Ohio Phase 2 304 Pending approval TBD
    – Jigmeling, Bhutan 368 In progress Q2 2025
    – Rockdale, Texas 179 In planning Estimate 2026
    – Alberta, Canada 99 In planning Q4 2026
    – Oromia Region, Ethiopia 50 In planning Q4 2025
    Total pipeline capacity 1,592    
    Total global electrical capacity 2,690    
     

    Financial MD&A
    All variances are current quarter compared to the same quarter last year. All figures in this section are rounded4.

    Q1 2025 High-Level P&L and Disaggregated Revenue Details:

    US $ in millions Three Months Ended
      March 31, 2025 Dec 31, 2024 March 31, 2024
    Total revenue 70.1 69.0 119.5
    Cost of revenue (73.4) (63.9) (85.4)
    Gross profit/(loss) (3.2) 5.1 34.1
    Net profit/(loss) 409.5 (531.9) 0.6
    Adjusted EBITDA (56.1) (3.8) 27.32
    Cash and cash equivalents 215.6 476.3 118.5
    US $ in millions Three Months Ended Mar 31, 2025
    Business lines Self-Mining Cloud Hash Rate General Hosting Membership Hosting Sales of SEALMINERs
    Revenue 37.2 0.1 9.6 16.3 4.1
    Cost of revenue          
     – Electricity cost in operating mining rigs (24.0) – (6.8) (11.4) –
     – Depreciation and SBC expenses (13.7) (0.1) (1.5) (2.6) –
     – Cost of products sold – – – – (3.3)
     – Other cash costs (3.4) – (0.9) (1.5) –
    Total cost of revenue (41.0) (0.1) (9.1) (15.4) (3.3)
    Gross profit/(loss) (3.8) – 0.5 0.9 0.8
    US $ in millions Three Months Ended Mar 31, 2024
    Business lines Self-Mining Cloud Hash Rate General Hosting Membership Hosting Sales of SEALMINERs
    Revenue 48.4 18.1 29.0 19.5 –
    Cost of revenue          
     – Electricity cost in operating mining rigs (26.2) (5.3) (14.0) (13.1) –
     – Depreciation and SBC expenses (8.7) (3.2) (3.0) (2.0) –
     – Other cash costs (2.7) (1.0) (1.6) (1.1) –
    Total cost of revenue (37.6) (9.6) (18.6) (16.2) –
    Gross profit 10.8 8.5 10.3 3.2 –
     

    Q1 2025 Management’s Discussion and Analysis (compared to Q1 2024)

    Revenue

    • Total revenue was US$70.1 million vs. US$119.5 million.
    • Self-mining revenue was US$37.2 million vs. US$48.4 million, primarily due to the effect of the April 2024 halving and higher global network hashrate, partially offset by the increase in the average self-mining hashrate for the quarter by 44.8% to 9.7 EH/s from 6.7 EH/s last year and higher year-over-year Bitcoin prices.
    • Cloud Hash Rate revenue was US$0.1 million vs. US$18.1 million. The decline was primarily due to expiration of long-term Cloud Hashrate contracts and subsequent reallocation of nearly all machines to self-mining operations by the end of 2024.
    • General Hosting revenue was US$9.6 million vs. US$29.0 million. The decline was primarily due to the expiration of certain hosting customer contracts as well as the removal of older and less efficient machines by other hosting customers following the April 2024 halving as a result of reduced mining economics.
    • Membership Hosting revenue was US$16.3 million vs. US$19.5 million. Similar to general hosting, the decline was primarily driven by customers scaling down operations for older and less efficient rigs following the April 2024 halving as a result of reduced mining economics.
    • SEALMINER sales revenue was US$4.1 million.

    Cost of Revenue

    • Cost of revenue was US$73.4 million vs US$85.4 million. The decrease was primarily driven by lower power usage from hosted mining rigs, partially offset by the increase in costs of SEALMINERs sold to customers and depreciation expenses for SEALMINER launched in our datacenters during Q1 2025.

    Gross Profit and Margin

    • Gross profit was negative US$3.2 million vs. positive US$34.1 million.
    • Gross margin was -4.6% vs. 28.6%.

    Operating Expenses

    • The sum of the operating expenses below was US$75.8 million vs. US$37.8 million.
      • Selling expenses were US$1.4 million vs. US$1.7 million, about flat year-over-year.
      • General and administrative expenses were US$15.4 million vs. US$15.0 million, about flat year-over-year.
      • Research and development expenses were US$59.0 million vs. US$21.2 million, primarily due to higher R&D costs related to the one-off development and tape out costs of SEAL03 chip, higher engineering costs related to the Company’s ASIC development roadmap, and non-cash amortization expenses of intangible assets related to the acquisition of FreeChain in Q4 2024.

    Other Net Gain

    • Other net gain was US$503.1 million primarily due to the non-cash, fair value changes of derivative liabilities, which were the US$448.7 million of gain on fair value changes for the convertible notes issued in August 2024 and November 2024 and the US$58.4 million of gain on fair value changes for the Tether warrants. 

    Net Income

    • Net income was US$409.5 million vs. US$0.6 million.

    Adjusted Profit / (Loss) (Non-IFRS)5

    • Adjusted loss was US$89.8 million vs. adjusted profit of US$9.72 million. The change was primarily due to the year-over-year revenue decline, lower gross profit margins and higher R&D expenses as described above.

    Adjusted EBITDA (Non-IFRS)

    • Adjusted EBITDA was negative US$56.1 million vs. positive US$27.32 million. The decrease was primarily due to the year-over-year revenue decline, lower gross profit margins as a result of the halving and higher R&D expenses as described above.

    Cash Flows

    • Net cash used in operating activities was US$284.0 million, primarily driven by working capital payments to suppliers for SEALMINER mass production.
    • Net cash used in investing activities was US$73.6 million, which included US$45.7 million of capital expenditures for infrastructure construction and mining rigs, US$18.2 million for the purchase of cryptocurrencies, US$21.9 million to acquire the site and gas-fired power project in Alberta, and US$12.3 million of proceeds from disposal of cryptocurrencies from principal business.
    • Net cash generated from financing activities was US$94.9 million, primarily driven by US$118.4 million net proceeds from issuance of ordinary shares and partially offset by US$21.0 million used for share repurchases.

    Capex

    • 2025 power and datacenter infrastructure capex lowered to be in the range of US$260 to US$290 million from prior guidance of US$340 to US$370 million primarily due to the pause of bitcoin-mining infrastructure construction at Bitdeer’s Clarington, Ohio site due to advancing discussions with development partners and potential end users for HPC/AI. This updated range includes reported infrastructure capex in Q1.

    Balance Sheet
    As of March 31, 2025 unless stated otherwise (compared to December 31, 2024)

    • US$215.6 million in cash and cash equivalents, US$131.1 million in cryptocurrencies and US$215.4 million in borrowing.
    • US$381.7 million prepayments and other assets, up from US$310.2 million. Change primarily driven by advanced payments to suppliers for SEALMINER mass volume production.
    • US$153.7 million inventories, up from US$64.9 million. Increase driven by wafers, chips, WIP and finished SEALMINER inventory.
    • US$256.8 million derivative liabilities mainly due to the issuance of warrants to Tether, and convertible senior notes issued in August 2024 and November 2024.

    Further information regarding the Company’s first quarter 2025 financial and operations results can be found on the SEC’s website https://sec.gov and the Company’s Investor Relations website https://ir.bitdeer.com.

    About Bitdeer Technologies Group
    Bitdeer is a world-leading technology company for Bitcoin mining. Bitdeer is committed to providing comprehensive Bitcoin mining solutions for its customers. The Company handles complex processes involved in computing such as equipment procurement, transport logistics, datacenter design and construction, equipment management and daily operations. The Company also offers advanced cloud capabilities to customers with high demand for artificial intelligence. Headquartered in Singapore, Bitdeer has deployed datacenters in the United States, Norway, and Bhutan. To learn more, please visit https://ir.bitdeer.com/ or follow Bitdeer on X @BitdeerOfficial and LinkedIn @ Bitdeer Group.

    Investors and others should note that Bitdeer may announce material information using its website and/or on its accounts on social media platforms, including X, formerly known as Twitter, Facebook, and LinkedIn. Therefore, Bitdeer encourages investors and others to review the information it posts on the social media and other communication channels listed on its website.

    Forward-Looking Statements
    Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “look forward to,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors discussed in the section entitled “Risk Factors” in Bitdeer’s annual report on Form 20-F, as well as discussions of potential risks, uncertainties, and other important factors in Bitdeer’s subsequent filings with the U.S. Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof. Bitdeer specifically disclaims any obligation to update any forward- looking statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as current or accurate after its publication date.

    BITDEER GROUP UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
           
      As of March 31,   As of December 31,
    (US $ in thousands) 2025   2024
    ASSETS      
    Current assets      
    Cash and cash equivalents 215,642     476,270  
    Restricted cash 12,107     9,144  
    Cryptocurrencies 131,144     77,537  
    Trade receivables 10,263     9,627  
    Amounts due from a related party 15,810     15,512  
    Prepayments and other assets 335,071     291,929  
    Inventories 153,740     64,888  
    Financial assets at fair value through profit or loss 4,540     4,540  
    Total current assets  878,317     949,447  
           
    Non-current assets      
    Restricted cash 5,906     8,212  
    Prepayments and other assets 46,652     18,244  
    Financial assets at fair value through profit or loss 35,428     37,981  
    Mining rigs 101,581     67,324  
    Right-of-use assets 75,338     69,273  
    Property, plant and equipment 302,210     251,377  
    Investment properties 30,529     30,723  
    Intangible assets 78,303     83,235  
    Goodwill 35,818     35,818  
    Deferred tax assets 8,543     6,220  
    Total non-current assets  720,308     608,407  
    TOTAL ASSETS  1,598,625     1,557,854  
           
    LIABILITIES      
    Current liabilities      
    Trade payables 50,729     31,471  
    Other payables and accruals 38,098     40,617  
    Amounts due to a related party 7,788     8,747  
    Income tax payables 2,437     2,729  
    Derivative liabilities 256,775     763,939  
    Deferred revenue 61,016     39,029  
    Borrowings 215,436     208,127  
    Lease liabilities 6,895     5,460  
    Total current liabilities  639,174     1,100,119  
           
    Non-current liabilities      
    Other payables and accruals 1,786     1,650  
    Deferred revenue 68,449     90,200  
    Lease liabilities 78,846     72,673  
    Deferred tax liabilities 15,721     16,614  
    Total non-current liabilities 164,802     181,137  
    TOTAL LIABILITIES  803,976     1,281,256  
           
    NET ASSETS  794,649     276,598  
           
    EQUITY      
    Share capital *   *
    Treasury equity (181,065 )   (160,926 )
    Accumulated deficit (239,531 )   (649,004 )
    Reserves 1,215,245     1,086,528  
    TOTAL EQUITY 794,649     276,598  
     

    * Amount less than US$1,000

    BITDEER GROUP UNAUDITED CONSOLIDATED OPERATIONS AND COMPREHENSIVE INCOME
           
       Three months ended March 31, 
    (US $ in thousands) 2025   2024
           
    Revenue 70,128     119,506  
    Cost of revenue (73,353 )   (85,375 )
    Gross profit / (loss) (3,225 )   34,131  
    Selling expenses (1,393 )   (1,690 )
    General and administrative expenses (15,389 )   (14,969 )
    Research and development expenses (59,014 )   (21,164 )
    Other operating income / (expenses) (7,789 )   1,746  
    Other net gain 503,050     2,447  
    Profit from operations 416,240     501  
    Finance income / (expenses) (9,343 )   151  
    Profit before taxation 406,897     652  
    Income tax benefit / (expenses) 2,576     (46 )
    Profit for the period 409,473     606  
    Other comprehensive income      
    Income for the period 409,473     606  
    Other comprehensive income for the period    
    Item that may be reclassified to profit or loss      
    Exchange differences on translation of financial statements 166     32  
    Other comprehensive income for the period, net of tax 166     32  
    Total comprehensive income for the period 409,639     638  
           
    Earnings / (loss) per share (in US$)      
    Basic 2.15     0.01  
    Diluted (0.37 )   0.01  
    Weighted average number of shares outstanding (thousand shares)
    Basic 190,199     114,843  
    Diluted 228,561     117,041  
               
    BITDEER GROUP UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           
      Three months ended March 31,
    (US $ in thousands) 2025   2024
           
    Cash flows from operating activities      
    Cash used in operating activities: (280,889 )   (132,867 )
    Interest paid on leases (702 )   (652 )
    Interest paid on borrowings (4,493 )   (465 )
    Interest received 2,724     1,813  
    Income tax paid (628 )   –  
    Net cash used in operating activities  (283,988 )   (132,171 )
           
    Cash flows from investing activities      
    Purchase of property, plant and equipment, investment properties and intangible assets (44,770 )   (29,615 )
    Purchase of mining rigs (955 )   (1,560 )
    Purchase of financial assets at fair value through profit or loss (132 )   (992 )
    Purchase of cryptocurrencies (18,159 )   –  
    Proceeds from disposal of cryptocurrencies 12,283     90,380  
    Cash paid for the site and gas-fired power project in Alberta, Canada (21,870 )   –  
    Net cash generated from / (used in) investing activities  (73,603 )   58,213  
           
    Cash flows from financing activities      
    Capital element of lease rentals paid (1,942 )   (1,338 )
    Proceeds from issuance of shares for exercise of share rewards 530     37  
    Proceeds from issuance of ordinary shares, net of transaction costs 118,403     49,931  
    Payment for the future issuance cost –     (303 )
    Acquisition of treasury shares (21,010 )   –  
    Payment for transaction costs in connection with convertible senior notes (1,119 )   –  
    Net cash generated from financing activities  94,862     48,327  
           
    Net decrease in cash and cash equivalents  (262,729 )   (25,631 )
    Cash and cash equivalents at the beginning of the period 476,270     144,729  
    Effect of movements in exchange rates on cash and cash equivalents held 2,101     (637 )
    Cash and cash equivalents at the end of the period 215,642     118,461  
     

    Use of Non-IFRS Financial Measures
    In evaluating the Company’s business, the Company considers and uses non-IFRS measures, adjusted EBITDA and adjusted profit / (loss), as supplemental measures to review and assess its operating performance. The Company defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude share-based payment expenses under IFRS 2, changes in fair value of derivative liabilities, and changes in fair value of cryptocurrency-settled receivables and payables, and defines adjusted profit/(loss) as profit/(loss) adjusted to exclude share-based payment expenses under IFRS 2, changes in fair value of derivative liabilities, and changes in fair value of cryptocurrency-settled receivables and payables.

    The Company presents these non-IFRS financial measures because they are used by its management to evaluate its operating performance and formulate business plans. The Company also believes that the use of these non-IFRS measures facilitate investors’ assessment of its operating performance. These measures are not necessarily comparable to similarly titled measures used by other companies. As a result, investors should not consider these measures in isolation from, or as a substitute analysis for, the Company’s profit or loss for the periods, as determined in accordance with IFRS. The Company compensates for these limitations by reconciling these non-IFRS financial measures to the nearest IFRS performance measure, all of which should be considered when evaluating its performance. The Company encourages investors to review its financial information in its entirety and not rely on a single financial measure.

    The following table presents a reconciliation of profit/(loss) for the relevant period to adjusted EBITDA and adjusted profit/ (loss), for the three months ended March 31, 2025 and 2024.

    BITDEER GROUP UNAUDITED NON-IFRS ADJUSTED EBITDA AND ADJUSTED PROFIT / (LOSS) RECONCILIATION
           
      Three months ended March 31,
    (US $ in thousands) 2025   2024
    Adjusted EBITDA      
    Profit for the period 409,473     606  
    Add：      
    Depreciation and amortization 25,387     18,187  
    Income tax (benefit) / expenses (2,576 )   46  
    Interest (income) / expense, net 10,880     (608 )
    Share-based payment expenses 10,404     7,803  
    Changes in fair value of derivative liabilities (507,162 )   –  
    Changes in fair value of cryptocurrency-settled receivables and payables (2,551 )   1,305  
    Total of Adjusted EBITDA (56,145 )   27,3392  
           
    Adjusted Profit / (loss)      
    Profit for the period 409,473     606  
    Add：      
    Share-based payment expenses 10,404     7,803  
    Changes in fair value of derivative liabilities (507,162 )   –  
    Changes in fair value of cryptocurrency-settled receivables and payables (2,551 )   1,305  
    Total of Adjusted Profit / (loss) (89,836 )   9,7142  
     

    For investor and media inquiries, please contact:

    Investor Relations
    Yujia Zhai
    Orange Group
    bitdeerIR@orangegroupadvisors.com

    Public Relations
    Nishant Sharma
    BlocksBridge Consulting
    bitdeer@blocksbridge.com

    ____________________________
    1     “Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude share-based payment expenses under IFRS 2, changes in fair value of derivative liabilities, and changes in fair value of cryptocurrency-settled receivables and payables.
    2 During the current period, we revised definition of our previously reported non-IFRS Adjusted Profit and Adjusted EBITDA and recast the prior period for comparability. This revision, which resulted in a US$1.3 million revision to Q1 2024 metrics, reflects non-cash fair value changes in cryptocurrency-settled receivables and payables as they do not represent normal operating expenses (or income) necessary to operate our business.
    3 Indicative timing. All timing references are to calendar quarters and years.
    4 Figures may not add due to rounding.
    5 “Adjusted profit/(loss)” is defined as profit/(loss) adjusted to exclude share-based payment expenses under IFRS 2, changes in fair value of derivative liabilities, and changes in fair value of cryptocurrency-settled receivables and payables.

    The MIL Network –

  • MIL-OSI: Next Hydrogen Reports Q1 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    MISSISSAUGA, Ontario, May 15, 2025 (GLOBE NEWSWIRE) — Next Hydrogen Solutions Inc. (the “Company” or “Next Hydrogen”) (TSXV:NXH, OTC:NXHSF), a designer and manufacturer of electrolyzers, is pleased to report its financial results for the three-month period ended March 31, 2025.

    “The value proposition offered by our unique water electrolyzers is clear and well supported by over 40,000 hours of data. This has resulted in partnerships with blue chip industry partners such as Casale, GE Vernova and Pratt & Whitney,” said Raveel Afzaal, President & CEO. “The focus for 2025 is to (1) scale up our product line up to 8MW, (2) demonstrate a strong execution pathway for large volume manufacturing, and (3) show further and significant growth in our sales backlog. We are executing well on all three of these goals which should unlock long-term funding solutions for Next Hydrogen.”  

    Q1 2025 Financial Highlights

    • Cash balance was $1.5M as of March 31, 2025, compared to $3.5M as of December 31, 2024.
    • Revenue for the three-month period ended March 31, 2025 was $0.3M compared to $0.6M in the same period of the prior year.
    • Net loss and comprehensive loss for the three-month period ended March 31, 2025 was $3M compared to $3.4M in the same period of the prior year.

    Management is proud to highlight several recent milestones that demonstrate significant recent progress:

    • In April 2025, Next Hydrogen received a $5M working capital debt facility from the Export Development Canada (“EDC”), of which approximately $3M has been received in cash and the remaining $2M is expected later in the year. Next Hydrogen intends to use the funds for its scale up and general corporate purposes.
    • Next Hydrogen has achieved over 40,000 hours of data on its test platform driving the significant improvement in cell performance achieved to date.
    • In March 2025, Next Hydrogen partnered with a leading hydrogen production system manufacturer with an existing gigawatt scale manufacturing facility to accelerate the scale-up and commercialization of its water electrolysis technology. This partnership provides Next Hydrogen with world-leading manufacturing capacity and competitively positions it to bid on large-scale projects globally starting in 2026. Next Hydrogen will continue to maintain control over intellectual property and electrolyzer design. The Company also aims to further expand its Canadian operations to ensure flexible supply chain and production that aligns with evolving clean energy policies, driving global green hydrogen adoption.
    • In March 2025, Next Hydrogen received ISO 9001-2015 and ISO 45001-2018 certifications for its 6610 Edwards Boulevard site in Mississauga, Canada. This demonstrates and certifies Next Hydrogen’s standardized quality systems, health and safety management systems, supplier selection processes, and continuous improvement processes. These certifications show that the Company has an efficient operating system capable of scaling to support its expanding customer base.
    • In March 2025, the Company appointed Adarsh Mehta to the Company’s board of directors (the “Board”). Ms. Mehta filled the vacancy on the Board resulting from the resignation of Mr. Matthew Fairlie, who resigned from the Board effective January 15, 2025. Ms. Mehta is VP of Business Development at Jenner Renewable Consulting, with 22 years of experience in renewable energy, leading technical reviews, due diligence, and development for over 2,500MW of wind and solar projects in the Americas. She served on the Canadian Wind Energy Association’s Board from 2008 to 2015 and was Chairperson in 2011. Her extensive expertise in renewable energy and project development is crucial for the Company’s growth.
    • As of December 2024, the Company closed a private placement offering (the “Offering”) and received unsecured convertible debentures (each, a “Debenture”) consisting of about $2.7M principal amount of Debentures. Next Hydrogen intends to use the proceeds of the Offering to invest in its scale-up efforts and for general corporate purposes.
    • In November 2024, Next Hydrogen and Pratt & Whitney announced a collaboration to demonstrate the use of hydrogen in aircraft engines as an enabler for reducing CO2 emissions. This project is partially funded by Canada’s Initiative for Sustainable Aviation Technology (“INSAT”) and will accelerate the Company’s efforts towards high efficiency, low-cost electrolyzers which are needed for establishing hydrogen production infrastructure for aviation fuel.
    • In October 2024, the Company successfully completed a durability test of its second-generation water electrolyzer technology (“GEN2”) electrolysis cells used in the efficient production of green hydrogen. The GEN2 cells will be deployed in Next Hydrogen electrolyzers at customer sites for commercial operation. Next Hydrogen previously reported that it has achieved its energy efficiency targets cell performance of 1.90 V/cell at 1 A/cm2 and 70°C for its GEN2 water electrolyzer technology which exceeded the reported US Department of Energy (“DOE”) technical targets status for energy efficiency. The GEN2 performance achievement has positioned the Company to being the industry leader in electrolysis cell performance.
    • In September 2024, the Company successfully completed an extended Factory Acceptance Test for its GEN2 electrolysis cells. The Company plans to commission the system at an external reference site for market demonstration in 2025.
    • In August 2024, the Company was awarded a contract by the University of Minnesota (“UMN”) for its latest generation electrolysis technology to be installed at the UMN West Central Research and Outreach Center (“WCROC”). The WCROC project is supported by the U.S. Department of Energy’s Advanced Research Project Agency (“ARPA-E”) as well as other partners including RTI International (“RTI”) and will include technologies from Casale SA, RTI, UMN, Nutrien and Shell to demonstrate the production of ammonia from renewable energy targeting emerging energy markets and existing agricultural markets. Next Hydrogen will be supplying its latest third-generation Alkaline Water Electrolyzers featuring further advancements in energy efficiency, current density and operating pressure.

    For a more detailed discussion of Next Hydrogen’s first quarter results, please see the Company’s financial statements and management’s discussion and analysis, which are available on the Company’s website at nexthydrogen.com or on SEDAR+ at www.sedarplus.ca.

    In addition, to better understand our achievements from 2024 and the outlook for 2025, please refer to the CEO letter included in the 2024 year-end MD&A.

    About Next Hydrogen

    Founded in 2007, Next Hydrogen is a designer and manufacturer of electrolyzers that use water and electricity as inputs to generate clean hydrogen for use as an energy source. Next Hydrogen’s unique cell design architecture supported by 40 patents enables high current density operations and superior dynamic response to efficiently convert intermittent renewable electricity into green hydrogen on an infrastructure scale. Following successful pilots, Next Hydrogen is scaling up its technology to deliver commercial solutions to decarbonize industrial and transportation sectors.

    Contact Information

    Raveel Afzaal, President and Chief Executive Officer
    Next Hydrogen Solutions Inc.
    Email: rafzaal@nexthydrogen.com
    Phone: 647-961-6620

    www.nexthydrogen.com

    Cautionary Statements

    This news release contains “forward-looking information” and “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the risks associated with the hydrogen industry in general; delays or changes in plans with respect to infrastructure development or capital expenditures; cell efficiency targets; expected order sizes for the product line; customer relationships and customer terms for testing of products at a customer site; the ability of the Corporation to optimize energy efficiencies; the Corporation’s available resources to double its growing backlog; uncertainty with respect to the timing of any contemplated transactions or partnerships, or whether such contemplated transactions or partnerships will be completed at all; whether the uncertainty of estimates and projections relating to costs and expenses; failure to obtain necessary regulatory approvals; health, safety and environmental risks; uncertainties resulting from potential delays or changes in plans with respect to infrastructure developments or capital expenditures; currency exchange rate fluctuations; as well as general economic conditions, stock market volatility; and the ability to access sufficient capital. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, there will be no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

    The MIL Network –

  • MIL-OSI: SHELL PLC – REPORT ON PAYMENTS TO GOVERNMENTS FOR THE YEAR 2024

    Source: GlobeNewswire (MIL-OSI)

    Shell plc – Report on Payments to Governments for the year 2024

    Basis for preparation – Report on Payments to Governments for the year 2024
    This Report provides a consolidated overview of the payments to governments made by Shell plc and its subsidiary undertakings (hereinafter referred to as “Shell”) for the year 2024 as required under the UK’s Reports on Payments to Governments Regulations 2014 (as amended in December 2015). These UK Regulations enact domestic rules in line with Directive 2013/34/EU (the EU Accounting Directive (2013)) and apply to large UK incorporated companies like Shell that are involved in the exploration, prospection, discovery, development and extraction of minerals, oil, natural gas deposits or other materials. This Report is also filed with the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism) intended to satisfy the requirements of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority in the United Kingdom. This Report is also published pursuant to article 5:25e of the Dutch FMSA (Wft) and is furnished with the US Securities and Exchange Commission (“SEC”) according to Section 13(q) under the US Securities Exchange Act of 1934.

    This Report is available for download from www.shell.com/payments.

    Legislation
    This Report is prepared in accordance with The Reports on Payments to Governments Regulations 2014 as enacted in the UK in December 2014 and as amended in December 2015.

    Reporting entities
    This Report includes payments to governments made by Shell plc and its subsidiary undertakings (Shell). Payments made by entities where Shell has joint control are excluded from this Report.

    Activities
    Payments made by Shell to governments arising from activities involving the exploration, prospection, discovery, development and extraction of minerals, oil and natural gas deposits or other materials (extractive activities) are disclosed in this Report. It excludes payments related to refining, natural gas liquefaction or gas-to-liquids activities. For a fully integrated project, which does not have an interim contractual cut-off point where a value can be attached or ascribed separately to the extractive activities and to other processing activities, payments to governments are not artificially split but are disclosed in full.

    Government
    Government includes any national, regional or local authority of a country, and includes a department, agency or entity that is a subsidiary of a government, including a national oil company.

    Project
    Payments are reported at project level, except those payments that are not attributable to a specific project which are reported at entity level. Project is defined as operational activities which are governed by a single contract, licence, lease, concession or similar legal agreement, and form the basis for payment liabilities with a government. If such agreements are substantially interconnected, those agreements are to be treated as a single project.

    “Substantially interconnected” means forming a set of operationally and geographically integrated contracts, licences, leases or concessions or related agreements with substantially similar terms that are signed with a government giving rise to payment liabilities. Such agreements can be governed by a single contract, joint venture, production sharing agreement or other overarching legal agreement. Indicators of integration include, but are not limited to, geographic proximity, the use of shared infrastructure and common operational management.

    Payment
    The information is reported under the following payment types:

    Production entitlements
    These are the host government’s share of production in the reporting period derived from projects operated by Shell. This includes the government’s share as a sovereign entity or through its participation as an equity or interest holder in projects within its sovereign jurisdiction (home country). Production entitlements arising from activities or interests outside of its home country are excluded.

    In certain contractual arrangements, typically a production sharing contract, a government through its participation interest may contribute funding of capital and operating expenditure to projects, from which it derives production entitlement to cover such funding (cost recovery). Such cost recovery production entitlement is included.

    In situations where a government settles Shell’s income tax obligation on behalf of Shell by utilising its share of production entitlements (typically under a tax-paid concession), such amount will be deducted from the reported production entitlement.

    Taxes
    These are taxes paid by Shell on its income, profits or production (which include resource severance tax and petroleum resource rent tax), including those settled by a government on behalf of Shell under a tax-paid concession. Payments are reported net of refunds. Consumption taxes, personal income taxes, sales taxes, property and environmental taxes are excluded.

    Royalties
    These are payments for the rights to extract oil and gas resources, typically at a set percentage of revenue less any deductions that may be taken.

    Dividends
    These are dividend payments other than dividends paid to a government as an ordinary shareholder of an entity unless paid in lieu of production entitlements or royalties. For the year ended December 31, 2024, there were no reportable dividend payments to a government.

    Bonuses
    These are payments for bonuses. These are usually paid upon signing an agreement or a contract, or when a commercial discovery is declared, or production has commenced, or production has reached a milestone.

    Licence fees, rental fees, entry fees and other considerations for licences and/or concessions
    These are fees and other sums paid as consideration for acquiring a licence for gaining access to an area where extractive activities are performed. Administrative government fees that are not specifically related to the extractive sector, or to access to extractive resources, are excluded. Also excluded are payments made in return for services provided by a government.

    Infrastructure improvements
    These are payments which relate to the construction of infrastructure (road, bridge or rail) not substantially dedicated for the use of extractive activities. Payments which are a social investment in nature, for example building of a school or hospital, are excluded.

    Other
    Operatorship
    When Shell makes a payment directly to a government arising from a project, regardless of whether Shell is the operator, the full amount paid is disclosed even where Shell as the operator is proportionally reimbursed by its non-operating venture partners through a partner billing process (cash-call).

    When a national oil company is the operator of a project to whom Shell makes a reportable payment, which is distinguishable in the cash-call, it is included in this Report.

    Cash and in-kind payments
    Payments are reported on a cash basis. In-kind payments are converted to an equivalent cash value based on the most appropriate and relevant valuation method for each payment, which can be at cost or market value, or such value as stated in the contract. In-kind payments are reported in both volumes and the equivalent cash value.

    Materiality level
    For each payment type, total payments below £86,000 to a government are excluded from this Report.

    Exchange rate
    Payments made in currencies other than US dollars are translated for this Report based on the foreign exchange rate at the relevant quarterly average rate.

    Report on Payments to Governments [1]

    Summary report (in USD)
    Countries Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Europe              
    Germany         –         243,935,441         –         –         –         –         243,935,441
    Italy         –         4,128,063         74,213,782         –         80,220,786         –         158,562,631
    Norway         2,083,221,642         1,300,962,023         –         –         122,391         –         3,384,306,056
    United Kingdom         –         -16,649,747         –         –         11,483,529         –         -5,166,218
    Asia              
    Brunei         3,983,642         44,229,620         8,660,091         –         –         –         56,873,353
    China         –         10,343,616         –         –         –         –         10,343,616
    India         –         -17,715,638         –         –         –         –         -17,715,638
    Kazakhstan         –         242,741,780         –         –         –         –         242,741,780
    Malaysia         2,317,002,807         305,924,901         500,008,822         –         –         –         3,122,936,530
    Middle East              
    Oman         633,711,368         3,954,062,451         –         –         900,000         –         4,588,673,819
    Qatar         1,801,453,896         1,507,244,066         –         –         30,538,723         –         3,339,236,685
    Oceania              
    Australia         –         1,277,737,693         468,579,450         –         13,412,457         266,428         1,759,996,028
    Africa              
    Egypt         –         41,164,348         –         1,836,435         –         –         43,000,783
    Nigeria         3,804,949,166         648,734,398         780,231,463         –         102,925,166         –         5,336,840,193
    Sao Tome and Principe         –         –         –         1,300,000         –         –         1,300,000
    Tanzania         –         –         –         –         140,000         –         140,000
    Tunisia         –         24,904,580         4,941,633         –         –         –         29,846,213
    North America              
    Canada         –         172,567,072         4,697,991         –         1,423,783         –         178,688,846
    Mexico         –         –         –         –         21,527,002         –         21,527,002
    USA         –         53,238,500         1,187,594,021         –         80,678,527         860,822         1,322,371,870
    South America              
    Argentina         53,082,051         1,984,309         143,969,668         –         123,276         –         199,159,304
    Brazil         327,688,819         656,740,954         1,147,687,680         9,540,351         1,556,282,443         –         3,697,940,247
    Colombia         –         –         –         –         489,880         –         489,880
    Trinidad and Tobago         362,690,585         561,771         2,210,566         300,000         13,719,070         –         379,481,992
    Total         11,387,783,976         10,456,840,201         4,322,795,167         12,976,786         1,913,987,033         1,127,250         28,095,510,413

    [1] The figures in this Report are rounded.

    Germany

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    FEDERAL CENTRAL TAX OFFICE         –         294,891,077         –         –         –         –         294,891,077
    MUNICIPALITY OF COLOGNE         –         -2,763,591         –         –         –         –         -2,763,591
    MUNICIPALITY OF DINSLAKEN         –         -386,534         –         –         –         –         -386,534
    MUNICIPALITY OF GELSENKIRCHEN         –         -483,145         –         –         –         –         -483,145
    MUNICIPALITY OF OSTSTEINBEK         –         584,685         –         –         –         –         584,685
    MUNICIPALITY OF WESSELING         –         -3,943,262         –         –         –         –         -3,943,262
    TAX AUTHORITY HAMBURG         –         -43,963,789         –         –         –         –         -43,963,789
    Total         –         243,935,441         –         –         –         –         243,935,441
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Entity level payment              
    DEUTSCHE SHELL HOLDING GmbH         –         243,935,441         –         –         –         –         243,935,441
    Total         –         243,935,441         –         –         –         –         243,935,441

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    Italy

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    CALVELLO MUNICIPALITY         –         –         884,083         –         –         –         884,083
    CORLETO PERTICARA MUNICIPALITY         –         –         1,964,671         –         –         –         1,964,671
    GORGOGLIONE MUNICIPALITY         –         –         302,257         –         –         –         302,257
    GRUMENTO NOVA MUNICIPALITY         –         –         505,190         –         –         –         505,190
    MARSICO NUOVO MUNICIPALITY         –         –         378,893         –         –         –         378,893
    MARSICOVETERE MUNICIPALITY         –         –         126,298         –         –         –         126,298
    MONTEMURRO MUNICIPALITY         –         –         126,298         –         –         –         126,298
    REGIONE BASILICATA         –         –         44,157,199         –         79,302,465         –         123,459,664
    TESORERIA PROVINICIALE DELLO STATO         –         4,128,063         22,264,135         –         718,305         –         27,110,503
    VIGGIANO MUNICIPALITY         –         –         3,504,758         –         200,016         –         3,704,774
    Total         –         4,128,063         74,213,782         –         80,220,786         –         158,562,631
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    ITALY UPSTREAM ASSET         –         4,128,063         74,213,782         –         80,220,786         –         158,562,631
    Total         –         4,128,063         74,213,782         –         80,220,786         –         158,562,631

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report. 

    Norway

    Government report (in USD) [1]
      Production entitlements   Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments                
    EQUINOR ASA         853,946,278 [A]         –         –         –         –         –         853,946,278
    PETORO AS         1,229,275,364 [B]         –         –         –         –         –         1,229,275,364
    SKATTEETATEN         –           1,300,962,023         –         –         –         –         1,300,962,023
    SOKKELDIREKTORATET         –           –         –         –         122,391         –         122,391
    Total         2,083,221,642           1,300,962,023         –         –         122,391         –         3,384,306,056
                     
    Project report (in USD)
      Production entitlements   Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects                
    ORMEN LANGE         2,083,221,642 [C]         –         –         –         –         –         2,083,221,642
    Entity level payment                
    A/S NORSKE SHELL         —           1,300,962,023         –         –         122,391         –         1,301,084,414
    Total         2,083,221,642           1,300,962,023         –         –         122,391         –         3,384,306,056

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    [A] Includes payment in kind of $853,946,278 for 12,291 thousand barrels of oil equivalent (kboe) valuated at market price. 

    [B] Includes payment in kind of $1,229,275,364 for 17,693 kboe valuated at market price. 

    [C] Includes payment in kind of $2,083,221,642 for 29,984 kboe valuated at market price.

    United Kingdom

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    HM REVENUE AND CUSTOMS         –         -16,649,747         –         –         –         –         -16,649,747
    NORTH SEA TRANSITION AUTHORITY         –         –         –         –         11,355,210         –         11,355,210
    THE CROWN ESTATE SCOTLAND         –         –         –         –         128,319         –         128,319
    Total         –         -16,649,747         –         –         11,483,529         –         -5,166,218
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    BRENT AND OTHER NORTHERN NORTH SEA PROJECTS         –         -32,113,820         –         –         563,325         –         -31,550,495
    ONEGAS WEST         –         –         –         –         3,232,597         –         3,232,597
    UK EXPLORATION PROJECTS         –         –         –         –         1,117,783         –         1,117,783
    UK OFFSHORE OPERATED         –         –         –         –         2,119,313         –         2,119,313
    WEST OF SHETLAND NON-OPERATED         –         –         –         –         1,076,456         –         1,076,456
    Entity level payment              
    SHELL U.K. LIMITED         –         15,464,073         –         –         3,374,055         –         18,838,128
    Total         –         -16,649,747         –         –         11,483,529         –         -5,166,218

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report. 

    Brunei

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    MINISTRY OF FINANCE AND ECONOMY         –         44,229,620         –         –         –         –         44,229,620
    PETROLEUM AUTHORITY OF BRUNEI DARUSSALEM         3,983,642         –         8,660,091         –         –         –         12,643,733
    Total         3,983,642         44,229,620         8,660,091         –         –         –         56,873,353
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Entity level payment              
    SHELL DEEPWATER BORNEO B.V.         –         39,001,133         –         –         –         –         39,001,133
    SHELL EXPLORATION AND PRODUCTION BRUNEI B.V.         3,983,642         5,228,487         8,660,091         –         –         –         17,872,220
    Total         3,983,642         44,229,620         8,660,091         –         –         –         56,873,353

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report. 

    China

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    TIANJIN MUNICIPAL TAXATION BUREAU         –         5,911,867         –         –         –         –         5,911,867
    YULIN MUNICIPAL TAXATION BUREAU         –         4,431,749         –         –         –         –         4,431,749
    Total         –         10,343,616         –         –         –         –         10,343,616
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Entity level payment              
    SHELL CHINA EXPLORATION AND PRODUCTION COMPANY LIMITED         –         10,343,616         –         –         –         –         10,343,616
    Total         –         10,343,616         –         –         –         –         10,343,616

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report. 

    India

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    INCOME TAX DEPARTMENT         –         -17,715,638         –         –         –         –         -17,715,638
    Total         –         -17,715,638         –         –         –         –         -17,715,638
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Entity level payment              
    BG EXPLORATION AND PRODUCTION INDIA LIMITED         –         -17,715,638         –         –         –         –         -17,715,638
    Total         –         -17,715,638         –         –         –         –         -17,715,638

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    Kazakhstan

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    WEST KAZAKHSTAN TAX COMMITTEE         –         242,741,780         –         –         –         –         242,741,780
    Total         –         242,741,780         –         –         –         –         242,741,780
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    KARACHAGANAK         –         242,741,780         –         –         –         –         242,741,780
    Total         –         242,741,780         –         –         –         –         242,741,780

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    Malaysia

    Government report (in USD) [1]
      Production entitlements   Taxes Royalties   Bonuses Fees Infrastructure improvements Total
    Governments                  
    BRUNEI NATIONAL PETROLEUM COMPANY SENDIRIAN BERHAD         301,048,915 [A]         –         –           –         –         –         301,048,915
    LEMBAGA HASIL DALAM NEGERI         –           305,924,901         –           –         –         –         305,924,901
    MALAYSIA FEDERAL AND STATE GOVERNMENTS         –           –         469,060,363 [B]         –         –         –         469,060,363
    PETROLEUM SARAWAK EXPLORATION AND PRODUCTION SDN. BHD.         74,656,856 [C]         –         –           –         –         –         74,656,856
    PETROLIAM NASIONAL BERHAD         990,078,563 [D]         –         30,948,459           –         –         –         1,021,027,022
    PETRONAS CARIGALI SDN. BHD.         951,218,473 [E]         –         –           –         –         –         951,218,473
    Total         2,317,002,807           305,924,901         500,008,822           –         –         –         3,122,936,530
                       
    Project report (in USD)
      Production entitlements   Taxes Royalties   Bonuses Fees Infrastructure improvements Total
    Projects                  
    SABAH GAS (NON-OPERATED)         –           16,208,714         3,017,327           –         –         –         19,226,041
    SABAH INBOARD AND DEEPWATER OIL         1,435,194,825 [F]         158,435,164         303,452,674 [G]         –         –         –         1,897,082,663
    SARAWAK OIL AND GAS         881,807,982 [H]         116,047,586         193,538,821 [I]         –         –         –         1,191,394,389
    Entity level payment                  
    SABAH SHELL PETROLEUM COMPANY LIMITED         –           4,502,043         –           –         –         –         4,502,043
    SARAWAK SHELL BERHAD         –           3,394,907         –           –         –         –         3,394,907
    SHELL ENERGY ASIA LIMITED         –           2,616,753         –           –         –         –         2,616,753
    SHELL OIL AND GAS (MALAYSIA) LLC         –           595,653         –           –         –         –         595,653
    SHELL SABAH SELATAN SENDRIAN BERHAD         –           4,124,081         –           –         –         –         4,124,081
    Total         2,317,002,807           305,924,901         500,008,822           –         –         –         3,122,936,530

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    [A] Includes payment in kind of $301,048,915 for 3,355 thousand barrels of oil equivalent (kboe) valuated at market price. 

    [B] Includes payment in kind of $342,702,511 for 3,909 kboe valuated at market price and $126,357,852 for 6,336 kboe valuated at fixed price. 

    [C] Includes payment in kind of $59,554,178 for 3,011 kboe valuated at fixed price and $15,102,678 for 201 kboe valuated at market price. 

    [D] Includes payment in kind of $783,520,240 for 8,933 kboe valuated at market price and $209,732,743 for 10,921 kboe valuated at fixed price.

    [E] Includes payment in kind of $624,146,940 for 7,163 kboe valuated at market price and $327,071,533 for 16,397 kboe valuated at fixed price.

    [F] Includes payment in kind of $1,435,194,825 for 15,977 kboe valuated at market price.

    [G] Includes payment in kind of $297,371,578 for 3,339 kboe valuated at market price.

    [H] Includes payment in kind of $596,358,454 for 30,329 kboe valuated at fixed price and $288,623,948 for 3,675 kboe valuated at market price.

    [I] Includes payment in kind of $126,357,852 for 6,336 kboe valuated at fixed price and $45,330,933 for 570 kboe valuated at market price.

    Oman

    Government report (in USD) [1]
      Production entitlements   Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments                
    MINISTRY OF ENERGY AND MINERALS         633,711,368 [A]         –         –         –         –         –         633,711,368
    MINISTRY OF FINANCE         –           3,954,062,451         –         –         900,000         –         3,954,962,451
    Total         633,711,368           3,954,062,451         –         –         900,000         –         4,588,673,819
                     
    Project report (in USD)
      Production entitlements   Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects                
    BLOCK 6 CONCESSION         –           3,954,062,451         –         –         –         –         3,954,062,451
    BLOCK 10 CONCESSION         633,711,368 [A]         –         –         –         400,000         –         634,111,368
    BLOCK 11 CONCESSION         –           –         –         –         250,000         –         250,000
    BLOCK 55 CONCESSION         –           –         –         –         250,000         –         250,000
    Total         633,711,368           3,954,062,451         –         –         900,000         –         4,588,673,819

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    [A] Includes payment in kind of $60,839,756 for 4,551 kboe valuated at fixed price and of $572,871,612 for 7,095 kboe valuated at the government’s selling price.

    Qatar

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    QATARENERGY         1,801,453,896         1,507,244,066         –         –         30,538,723         –         3,339,236,685
    Total         1,801,453,896         1,507,244,066         –         –         30,538,723         –         3,339,236,685
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    PEARL GTL         1,801,453,896         1,507,244,066         –         –         30,538,723         –         3,339,236,685
    Total         1,801,453,896         1,507,244,066         –         –         30,538,723         –         3,339,236,685

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    Australia

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    AUSTRALIAN TAXATION OFFICE         –         1,277,737,693         –         –         –         –         1,277,737,693
    BANANA SHIRE COUNCIL         –         –         –         –         217,920         –         217,920
    FEDERAL DEPARTMENT OF INDUSTRY, SCIENCE AND RESOURCES         –         –         111,989,284         –         –         –         111,989,284
    QUEENSLAND REVENUE OFFICE         –         –         356,590,166         –         –         –         356,590,166
    QUEENSLAND DEPARTMENT OF ENVIRONMENT AND SCIENCE         –         –         –         –         935,554         –         935,554
    QUEENSLAND DEPARTMENT OF NATURAL RESOURCES AND MINES         –         –         –         –         581,472         –         581,472
    RESOURCES SAFETY AND HEALTH QUEENSLAND         –         –         –         –         1,359,992         –         1,359,992
    WESTERN DOWNS REGIONAL COUNCIL         –         –         –         –         10,317,519         266,428         10,583,947
    Total         –         1,277,737,693         468,579,450         –         13,412,457         266,428         1,759,996,028
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    NORTH WEST SHELF         –         –         111,989,284         –         –         –         111,989,284
    QGC         –         583,570,540         356,590,166         –         13,412,457         266,428         953,839,591
    Entity level payment              
    SHELL AUSTRALIA PTY LTD         –         694,167,153         –         –         –         –         694,167,153
    Total         –         1,277,737,693         468,579,450         –         13,412,457         266,428         1,759,996,028

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report. 

    Egypt

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    EGYPTIAN GENERAL PETROLEUM CORPORATION         –         41,164,348         –         1,836,435         –         –         43,000,783
    Total         –         41,164,348         –         1,836,435         –         –         43,000,783
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    EGYPT OFFSHORE DEVELOPMENT         –         41,164,348         –         540,000         –         –         41,704,348
    Entity level payment              
    SHELL EGYPT N.V.         –         –         –         1,296,435         –         –         1,296,435
    Total         –         41,164,348         –         1,836,435         –         –         43,000,783

    [I] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report. 

    Nigeria

    Government report (in USD) [1]
      Production entitlements   Taxes   Royalties   Bonuses Fees Infrastructure improvements Total
    Governments                    
    FEDERAL INLAND REVENUE SERVICE         –           648,734,398 [A]         –           –         –         –         648,734,398
    NATIONAL AGENCY FOR SCIENCE AND ENGINEERING INFRASTRUCTURE         –           –           –           –         3,931,917         –         3,931,917
    NIGER DELTA DEVELOPMENT COMMISSION         –           –           –           –         97,260,899         –         97,260,899
    NIGERIAN NATIONAL PETROLEUM CORPORATION         3,804,949,166 [B]         –           –           –         –         –         3,804,949,166
    NIGERIAN UPSTREAM PETROLEUM REGULATORY COMMISSION         –           –           780,231,463 [C]         –         1,732,350         –         781,963,813
    Total         3,804,949,166           648,734,398           780,231,463           –         102,925,166         –         5,336,840,193
                         
    Project report (in USD)
      Production entitlements   Taxes   Royalties   Bonuses Fees Infrastructure improvements Total
    Projects                    
    EAST ASSET         1,300,681,939 [D]         –           –           –         –         –         1,300,681,939
    PSC 1993 (OML 133)         –           136,652,153 [E]         –           –         –         –         136,652,153
    PSC 1993 (OPL 212/OML 118, OPL 219/OML 135)         649,948,707 [F]         303,125,852 [G]         452,170,096 [H]         –         32,015,797         –         1,437,260,452
    WEST ASSET         1,854,318,520 [I]         –           –           –         –         –         1,854,318,520
    Entity level payment                    
    SHELL NIGERIA EXPLORATION AND PRODUCTION COMPANY LIMITED             –           –           –         440,468         –         440,468
    THE SHELL PETROLEUM DEVELOPMENT COMPANY OF NIGERIA LIMITED             208,956,393           328,061,367             70,468,901           607,486,661
    Total         3,804,949,166           648,734,398           780,231,463           –         102,925,166         –         5,336,840,193

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    [A] Includes payment in kind of $439,778,005 for 5,293 kboe valuated at market price.

    [B] Includes payment in kind of $3,804,949,166 for 80,289 kboe valuated at market price.

    [C] Includes payment in kind of $452,170,096 for 5,432 kboe valuated at market price. 

    [D] Includes payment in kind of $1,300,681,939 for 49,766 kboe valuated at market price. 

    [E] Includes payment in kind of $136,652,153 for 1,654 kboe valuated at market price. 

    [F] Includes payment in kind of $649,948,707 for 7,916 kboe valuated at market price. 

    [G] Includes payment in kind of $303,125,852 for 3,639 kboe valuated at market price. 

    [H] Includes payment in kind of $452,170,096 for 5,432 kboe valuated at market price. 

    [I] Includes payment in kind of $1,854,318,520 for 22,607 kboe valuated at market price.

    Sao Tome and Principe

      Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    AGÊNCIA NACIONAL DO PETRÓLEO DE SÃO TOMÉ E PRÍNCIPE         –         –         –         1,300,000         –         –         1,300,000
    Total         –         –         –         1,300,000         –         –         1,300,000
                   
      Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    DW BLOCK 4         –         –         –         1,300,000         –         –         1,300,000
    Total         –         –         –         1,300,000         –         –         1,300,000

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    Tanzania

      Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    PETROLEUM UPSTREAM REGULATORY AUTHORITY         –         –         –         –         140,000         –         140,000
    Total         –         –         –         –         140,000         –         140,000
                   
      Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    BLOCK 1 AND 4         –         –         –         –         140,000         –         140,000
    Total         –         –         –         –         140,000         –         140,000

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report. 

    Tunisia

      Government report (in USD) [1]
      Production entitlements Taxes Royalties   Bonuses Fees Infrastructure improvements Total
    Governments                
    ENTREPRISE TUNISIENNE D’ACTIVITÉS PÉTROLIÈRES         –         –         2,140,627 [A]         –         –         –         2,140,627
    LE RECEVEUR DES FINANCES DU LAC         –         24,904,580         2,801,006           –         –         –         27,705,586
    Total         –         24,904,580         4,941,633           –         –         –         29,846,213
                     
      Project report (in USD)
      Production entitlements Taxes Royalties   Bonuses Fees Infrastructure improvements Total
    Projects                
    HASDRUBAL CONCESSION         –         24,904,580         4,941,633 [A]         –         –         –         29,846,213
    Total         –         24,904,580         4,941,633           –         –         –         29,846,213

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    [A] Includes payment in kind of $2,140,627 for 37 kboe valuated at market price. 

    Canada

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    GOVERNMENT OF ALBERTA         –         –         656,638         –         119,099         –         775,737
    MINISTRY OF FINANCE (BRITISH COLUMBIA)         –         –         2,915,313         –         625,526         –         3,540,839
    MINISTRY OF JOBS, ECONOMIC DEVELOPMENT AND INNOVATION (BRITISH COLUMBIA)         –         –         –         –         679,158         –         679,158
    PROVINCIAL TREASURER OF ALBERTA         –         60,864,405         –         –         –         –         60,864,405
    RECEIVER GENERAL FOR CANADA         –         111,702,667         1,126,040         –         –         –         112,828,707
    Total         –         172,567,072         4,697,991         –         1,423,783         –         178,688,846
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    ATHABASCA OIL SANDS         –         172,567,072         –         –         –         –         172,567,072
    FOOTHILLS         –         –         1,126,040         –         –         –         1,126,040
    GREATER DEEP BASIN         –         –         656,638         –         119,099         –         775,737
    GROUNDBIRCH         –         –         2,915,313         –         1,304,684         –         4,219,997
    Total         –         172,567,072         4,697,991         –         1,423,783         –         178,688,846

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report. 

    Mexico

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    FONDO MEXICANO DEL PETRÓLEO PARA LA ESTABILIZACIÓN Y EL DESARROLLO         –         –         –         –         17,154,483         –         17,154,483
    SERVICIO DE ADMINISTRACIÓN TRIBUTARIA         –         –         –         –         4,372,519         –         4,372,519
    Total         –         –         –         –         21,527,002         –         21,527,002
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Entity level payment              
    MEXICO EXPLORATION DEEPWATER         –         –         –         –         21,527,002         –         21,527,002
    Total         –         –         –         –         21,527,002         –         21,527,002

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    USA

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    ALASKA DEPARTMENT OF NATURAL RESOURCES         –         –         –         –         243,408         –         243,408
    COMMONWEALTH OF PENNSYLVANIA         –         -400,000         –         –         –         –         -400,000
    INTERNAL REVENUE SERVICE         –         53,638,500         –         –         –         –         53,638,500
    LOUISIANA DEPARTMENT OF TRANSPORTATION AND DEVELOPMENT         –         –         –         –         –         860,822         860,822
    OFFICE OF NATURAL RESOURCES REVENUE         –         –         1,187,594,021         –         80,435,119         –         1,268,029,140
    Total         –         53,238,500         1,187,594,021         –         80,678,527         860,822         1,322,371,870
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    ALASKA EXPLORATION         –         –         –         –         243,408         –         243,408
    GULF OF AMERICA (CENTRAL)         –         –         1,076,187,269         –         282,312         –         1,076,469,581
    GULF OF AMERICA (WEST)         –         –         111,406,752         –         126,720         –         111,533,472
    GULF OF AMERICA EXPLORATION         –         –         –         –         80,026,087         –         80,026,087
    Entity level payment              
    SHELL EXPLORATION AND PRODUCTION COMPANY         –         -400,000         –         –         –         –         -400,000
    SHELL OFFSHORE INC.         –         –         –         –         –         860,822         860,822
    SHELL PETROLEUM INC.         –         53,638,500         –         –         –         –         53,638,500
    Total         –         53,238,500         1,187,594,021         –         80,678,527         860,822         1,322,371,870

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report. 

    Argentina

    Government report (in USD) [1]
      Production entitlements   Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments                
    AGENCIA DE RECAUDACIÓN Y CONTROL ADUANERO         –           1,984,309         –         –         –         –         1,984,309
    GAS Y PETRÓLEO DEL NEUQUÉN S.A.         53,082,051 [A]         –         –         –         –         –         53,082,051
    PROVINCIA DE SALTA         –           –         2,475,819         –         –         –         2,475,819
    PROVINCIA DEL NEUQUÉN         –           –         141,493,849         –         123,276         –         141,617,125
    Total         53,082,051           1,984,309         143,969,668         –         123,276         –         199,159,304
                     
    Project report (in USD)
      Production entitlements   Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects                
    ACAMBUCO         –           –         2,475,819         –         –         –         2,475,819
    ARGENTINA UNCONVENTIONAL PROJECTS         53,082,051 [A]         1,984,309         141,493,849         –         123,276         –         196,683,485
    Total         53,082,051           1,984,309         143,969,668         –         123,276         –         199,159,304

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    [A] Includes payment in kind of $53,082,051 for 785 kboe valuated at market price.

    Brazil

    Government report (in USD) [1]
      Production entitlements   Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments                
    AGÊNCIA NACIONAL DO PETRÓLEO GÁS NATURAL E BIOCOMBUSTÍVEIS         –           –         –         9,540,351         –         –         9,540,351
    MINISTÉRIO DA FAZENDA         –           –         1,147,687,680         –         1,556,282,443         –         2,703,970,123
    PRÉ-SAL PETRÓLEO S.A.         327,688,819 [A]         –         –         –         –         –         327,688,819
    RECEITA FEDERAL DO BRASIL         –           656,740,954         –         –         –         –         656,740,954
    Total         327,688,819           656,740,954         1,147,687,680         9,540,351         1,556,282,443         –         3,697,940,247
                     
    Project report (in USD)
      Production entitlements   Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects                
    BASIN EXPLORATION PROJECTS         –           –         –         9,540,351         3,244,993         –         12,785,344
    BC-10         –           –         31,254,519         –         1,251,598         –         32,506,117
    BIJUPIRA AND SALEMA         –           –         –         –         501,608         –         501,608
    BM-S-9, BM-S-9A, BM-S-11, BM-S-11A AND ENTORNO DE SAPINHOÁ         29,716,011 [B]         –         882,483,636         –         1,551,284,244         –         2,463,483,891
    LIBRA PSC         297,972,808 [C]         –         233,949,525         –         –         –         531,922,333
    Entity level payment                
    SHELL BRASIL PETROLEO LTDA.         –           656,740,954         –         –         –         –         656,740,954
    Total         327,688,819           656,740,954         1,147,687,680         9,540,351         1,556,282,443         –         3,697,940,247

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    [A] Includes payment in kind of $327,688,819 for 4,585 kboe valuated at market price. 

    [B] Includes payment in kind of $29,716,011 for 410 kboe valuated at market price. 

    [C] Includes payment in kind of $297,972,808 for 4,175 kboe valuated at market price.

    Colombia

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    AGENCIA NACIONAL DE HIDROCARBUROS         –         –         –         –         489,880         –         489,880
    Total         –         –         –         –         489,880         –         489,880
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    COLOMBIA EXPLORATION (OPERATED)         –         –         –         –         489,880         –         489,880
    Total         –         –         –         –         489,880         –         489,880

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    Trinidad and Tobago

    Government report (in USD) [1]
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Governments              
    MINISTRY OF FINANCE         –         561,771         –         –         –         –         561,771
    MINISTRY OF ENERGY AND ENERGY INDUSTRIES         362,690,585         –         2,210,566         300,000         13,719,070         –         378,920,221
    Total         362,690,585         561,771         2,210,566         300,000         13,719,070         –         379,481,992
                   
    Project report (in USD)
      Production entitlements Taxes Royalties Bonuses Fees Infrastructure improvements Total
    Projects              
    BLOCK 5C         84,428,910         –         –         –         1,714,071         –         86,142,981
    CENTRAL BLOCK         –         561,771         2,210,566         –         900,921         –         3,673,258
    COLIBRI         120,876,414         –         –         –         3,332,208         –         124,208,622
    DEEPWATER ATLANTIC AREA         –         –         –         –         537,570         –         537,570
    EAST COAST MARINE AREA         99,098,428         –         –         –         2,100,156         –         101,198,584
    EXPLORATION         –         –         –         300,000         2,017,530         –         2,317,530
    MANATEE         –         –         –         –         847,999         –         847,999
    NORTH COAST MARINE AREA 1         58,286,833         –         –         –         2,268,615         –         60,555,448
    Total         362,690,585         561,771         2,210,566         300,000         13,719,070         –         379,481,992

    [1] For the definitions of any terms used in this chart (e.g. activities and payment types), please refer to pages 1-2 of this Report.

    Cautionary note
    The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this Report “Shell”, “Shell Group” and “Group” are sometimes used for convenience to reference Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this Report refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

    The MIL Network –

  • MIL-OSI: Calfrac Reports First Quarter 2025 Results with Record Financial Performance in Argentina

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 15, 2025 (GLOBE NEWSWIRE) — Calfrac Well Services Ltd. (“Calfrac” or “the Company”) (TSX: CFW) announces its financial and operating results for the three months ended March 31, 2025. The following press release should be read in conjunction with the management’s discussion and analysis and interim consolidated financial statements and notes thereto as at March 31, 2025. Readers should also refer to the “Forward-looking statements” legal advisory and the section regarding “Non-GAAP Measures” at the end of this press release. All financial amounts and measures are expressed in Canadian dollars unless otherwise indicated. Additional information about Calfrac is available on the SEDAR+ website at www.sedarplus.ca, including the Company’s Annual Information Form for the year ended December 31, 2024.

    CFO’S MESSAGE

    Calfrac achieved revenue of $370.1 million during the first quarter in 2025, a 3 percent decline from the fourth quarter in 2024, primarily due to a normal seasonal slowdown in activity in the Rockies region of North America. As experienced over the last couple of years, activity in the Rockies region continues to be very challenging during the first quarter due to limited customer activity, resulting from the higher costs of operating in extreme cold weather. However, the Company’s Argentina operations delivered a sequential increase in revenue of 56 percent as it operated two unconventional fracturing spreads in the Vaca Muerta shale play for a portion of the first quarter.

    Calfrac’s Chief Financial Officer, Mike Olinek commented: “I am very pleased with the strong operating and financial performance demonstrated by Calfrac’s team in Argentina during the first quarter and look forward to building on this positive momentum throughout the remainder of the year. I am also confident that the Company’s North American DGB fracturing fleets will remain in high demand and allow us to successfully navigate any potential slowdown in North America and deliver on our strategic priorities.”

    SELECT FINANCIAL HIGHLIGHTS – CONTINUING OPERATIONS

      Three Months Ended Mar. 31,
    		  
      2025   2024   Change  
    (C$000s, except per share amounts) ($)   ($)   (%)  
    (unaudited)      
    Revenue 370,057   330,096   12  
    Adjusted EBITDA(1) 55,317   26,057   112  
    Cash flows provided by operating activities (7,050 ) 11,958   NM  
    Capital expenditures 42,132   48,072   (12 )
    Net income (loss) 7,796   (2,903 ) NM  
    Per share – basic 0.09   (0.03 ) NM  
    Per share – diluted 0.09   (0.03 ) NM  
    As at Mar. 31, Dec. 31, Change  
      2025 2024    
    (C$000s) ($) ($) (%)  
    (unaudited)      
    Cash and cash equivalents 15,463 44,045 (65 )
    Working capital, end of period(2) 266,087 229,856 16  
    Total assets, end of period 1,254,979 1,234,840 2  
    Long-term debt, end of period 341,095 320,908 6  
    Net debt(1)(3) 348,674 300,347 16  
    Total consolidated equity, end of period 660,262 653,330 1  

    (1)Refer to “Non-GAAP Measures” on page 6 for further information.
    (2)Working capital excludes cash and cash equivalents and the current portion of long-term debt of $341.1 million.
    (3)Refer to note 10 of the consolidated interim financial statements for further information.

    FIRST QUARTER OVERVIEW

    In the first quarter of 2025, the Company:

    • generated revenue of $370.1 million, an increase of 12 percent from the first quarter in 2024 resulting primarily from higher pricing and activity in Argentina, offset partially by lower pricing in North America;
    • reported Adjusted EBITDA of $55.3 million versus $26.1 million in the first quarter of 2024 due to record quarterly financial results in Argentina with the commencement of a second large fracturing fleet in the Vaca Muerta shale play during a portion of the first quarter;
    • had cash flow from operating activities of negative $7.1 million, which included $12.7 million of interest paid and cash used for working capital purposes of $35.0 million, as compared to $12.0 million in the first quarter of 2024, which was net of $9.7 million of interest paid and cash used for working capital purposes of $1.6 million;
    • reported net income from continuing operations of $7.8 million or $0.09 per share diluted compared to a net loss of $2.9 million or $0.03 per share diluted during the first quarter in 2024;
    • had a cash position of $15.5 million of which approximately 70 percent was held in Argentina. The Argentina cash balance includes an investment of US$6.1 million in Argentinean government bonds (BOPREAL Bonds) that will be repatriated to Canada before the end of the third quarter in 2025;
    • reported an increase in period-end working capital to $266.1 million from $229.9 million at December 31, 2024, primarily due to an increase in revenue in the first quarter of 2025 with a greater proportion generated from Argentina, which has longer lead times to collection than North America; and
    • incurred capital expenditures of $42.1 million, which included approximately $22.3 million of expansion capital in Argentina and $9.3 million related to the Company’s fracturing fleet modernization program in North America, including auxiliary support equipment.

    FINANCIAL OVERVIEW – CONTINUING OPERATIONS
    THREE MONTHS AND YEARS ENDED MARCH 31, 2025 VERSUS 2024

    NORTH AMERICA

      Three Months Ended Mar. 31,
    		  
      2025 2024 Change  
    (C$000s, except operational and exchange rate information) ($) ($) (%)  
    (unaudited)      
    Revenue 227,902 248,959 (8 )
    Adjusted EBITDA(1) 6,131 14,872 (59 )
    Adjusted EBITDA (%)(1) 2.7 6.0 (55 )
    Fracturing revenue per job ($) 25,060 33,518 (25 )
    Number of fracturing jobs 8,709 7,176 21  
    Active pumping horsepower, end of year (000s) 898 951 (6 )
    US$/C$ average exchange rate(2) 1.4352 1.3486 6  

    (1)Refer to “Non-GAAP Measures” on page 6 for further information.
    (2)Source: Bank of Canada.

    OUTLOOK

    The uncertainty caused by geopolitical tensions, OPEC+ supply increases, and changes to the United States trade and tariff regimes, have affected the economic outlook for the global economy and triggered a recent decline in near-term crude oil prices. While activity in North America has not been significantly impacted as yet, oil-weighted completion activity is expected to be lower year-over-year, but more resilient than past cycles as a focus on capital discipline by the E&P sector has resulted in activity that only supports the maintenance of current production levels. However, completions activity within the Company’s natural gas producing regions in North America is anticipated to be slightly higher than the previous year given the relative strength in natural gas prices.

    The Company has been evaluating the implication of tariffs across its North American operations over the last few months and has commenced with mitigation efforts, wherever possible, including seeking applicable tariff exemptions for critical items that are sourced from the United States.

    Calfrac’s previously announced Tier IV modernization program is nearing completion. These strategic investments in next-generation Dynamic Gas Blending (“DGB”) pumping technology have resulted in the Company exiting the quarter with the equivalent of five Tier IV DGB fleets operating in the field. Calfrac’s dual-fuel capable fracturing fleets in North America are expected to remain in high demand during the second quarter, despite the current headwinds, and fleet utilization is expected to increase sequentially from the first quarter as certain clients in the Rockies region commence with their 2025 programs.

    THREE MONTHS ENDED MARCH 31, 2025 COMPARED TO THREE MONTHS ENDED MARCH 31, 2024

    REVENUE

    Revenue from Calfrac’s North American operations decreased to $227.9 million during the first quarter of 2025 from $249.0 million in the comparable quarter of 2024. The Company’s North American activity was impacted by extreme cold weather and was significantly lower than the comparable quarter in 2024 despite the 21 percent increase in the number of jobs completed. The Company’s client mix was different than the comparable period in 2024 with the completion of a larger quantity of smaller jobs, which also impacted the fracturing revenue per job. The Company reduced its operating footprint to 11 active fracturing fleets to begin the first quarter to address the seasonal challenges experienced in the Rockies region. The Company recommenced operations in the Appalachian basin in January with an additional fracturing crew, which helped offset the lower revenue experienced in the Rockies. Pricing in North America was lower relative to the comparable quarter in 2024, which contributed to the 8 percent reduction in revenue. Coiled tubing revenue was consistent with the first quarter in 2024 as slightly lower activity was offset by the completion of larger jobs.

    ADJUSTED EBITDA

    The Company’s operations in North America generated Adjusted EBITDA of $6.1 million or 3 percent of revenue during the first quarter of 2025 compared to $14.9 million or 6 percent of revenue in the same period in 2024. This decrease was primarily due to the decline in fracturing fleet utilization and lower pricing.

    ARGENTINA

      Three Months Ended Mar. 31,
      2025 2024 Change
    (C$000s, except operational and exchange rate information) ($) ($) (%)
    (unaudited)      
    Revenue 142,155 81,137 75
    Adjusted EBITDA(1) 53,265 16,100 231
    Adjusted EBITDA (%)(1) 37.5 19.8 89
    Fracturing revenue per job ($) 124,874 74,354 68
    Number of fracturing jobs 741 672 10
    Active pumping horsepower, end of period (000s) 153 139 10
    US$/C$ average exchange rate(2) 1.4352 1.3486 6

    (1)Refer to “Non-GAAP Measures” on page 6 for further information.
    (2)Source: Bank of Canada.

    OUTLOOK

    Argentina continued to demonstrate year-over-year operational and financial improvement by achieving record quarterly financial performance during the first quarter of 2025. Calfrac expects its full-year financial results in Argentina will be very strong, building on the significant momentum generated during the first quarter. The Company benefited from spot work for its second large fracturing fleet in the Vaca Muerta shale play during the first quarter at operating margins that are not expected to be maintained during the remainder of the year. The Company’s 2025 capital program also contemplates the addition of in-house wireline capabilities in Argentina during the fourth quarter which will further bolster its service offering in Neuquén. Recent Argentina government announcements related to the cash repatriation regime in that country reaffirm the Company’s expectations of a greater ability to repatriate excess cash flow following the completion of its significant 2025 capital program.

    THREE MONTHS ENDED MARCH 31, 2025 COMPARED TO THREE MONTHS ENDED MARCH 31, 2024

    REVENUE

    Calfrac’s Argentinean operations generated revenue of $142.2 million during the first quarter of 2025 versus $81.1 million in the comparable quarter in 2024. The 75 percent increase in revenue was driven by improved pricing for spot work and an increase in the number of fracturing jobs completed during the quarter. The Company operated two unconventional fracturing fleets in the Vaca Muerta shale play for a portion of the first quarter. The Company also demonstrated growth in activity across its other service lines as the Company permanently transferred equipment from Las Heras to Neuquén following the completion of a long-term contract. The Company’s offshore coiled tubing unit also contributed to the increase in revenue versus the comparable quarter in 2024.

    ADJUSTED EBITDA

    The Company’s operations in Argentina generated Adjusted EBITDA of $53.3 million during the first quarter of 2025 compared to $16.1 million in the same quarter of 2024, while the Company’s Adjusted EBITDA margins increased to 37 percent from 20 percent. This increase was primarily due to the significant revenue growth and efficiencies resulting from operating two unconventional fracturing fleets simultaneously during parts of the quarter and higher pricing for spot work. In addition, the Company received an early termination fee related to the closure of its operations in Las Heras following the completion of a long-term contract with a major client in that region. This revenue offset costs that were incurred in 2024 to permanently close this district.

    SUMMARY OF QUARTERLY RESULTS – CONTINUING OPERATIONS

    Three Months Ended Jun. 30, Sep. 30, Dec. 31, Mar. 31,   Jun. 30, Sep. 30,   Dec. 31,   Mar. 31,
      2023 2023 2023 2024   2024 2024   2024   2025
    (C$000s, except per share and operating data) ($) ($) ($) ($)   ($) ($)   ($)   ($)
    (unaudited)                
    Financial                
    Revenue 466,463 483,093 421,402 330,096   426,047 430,109   381,230   370,057
    Adjusted EBITDA(1) 87,785 91,286 62,591 26,057   65,386 65,039   34,512   55,317
    Net income (loss) 50,531 97,523 13,202 (2,903 ) 24,549 (6,687 ) (6,424 ) 7,796
    Per share – basic 0.62 1.20 0.16 (0.03 ) 0.29 (0.08 ) (0.07 ) 0.09
    Per share – diluted 0.58 1.09 0.15 (0.03 ) 0.29 (0.08 ) (0.07 ) 0.09
    Capital expenditures 30,718 50,825 49,397 48,072   66,753 22,509   32,955   42,132

    (1)Refer to “Non-GAAP Measures” on page 6 for further information.

    CAPITAL EXPENDITURES – CONTINUING OPERATIONS

      Three Months Ended Mar. 31,
    		  
      2025 2024 Change  
    (C$000s) ($) ($) (%)  
    North America 12,941 37,174 (65 )
    Argentina 29,191 10,898 168  
    Continuing Operations 42,132 48,072 (12 )

    Capital expenditures were $42.1 million for the three months ended March 31, 2025, which included approximately $22.3 million of expansion capital in Argentina and $9.3 million related to the Company’s fracturing fleet modernization program in North America, including auxiliary support equipment versus $48.1 million in the comparable period in 2024.

    Calfrac’s Board of Directors approved a 2025 capital budget totalling approximately $135.0 million. The program includes approximately $50.0 million to facilitate the expansion of the Company’s fracturing operations in the Vaca Muerta shale play in Argentina that will be funded locally from cash flow. The 2025 Argentina capital program includes additional fracturing pumping units, an expansion of the Company’s deep coiled tubing capabilities and the introduction of in-house wireline services. The balance of the 2025 program will fund maintenance capital for all operating divisions as well as additional investments in the North American Tier IV fleet modernization program and coiled tubing fleet. Due to a delay in spending related to the Company’s 2024 capital program, approximately $30.0 million of 2024 capital commitments will be funded in 2025, mainly related to the expansion in Argentina, of which approximately $20.0 million occurred during the first quarter.

    NON-GAAP MEASURES

    Certain supplementary measures presented in this press release, including Adjusted EBITDA, Adjusted EBITDA percentage and Net Debt do not have any standardized meaning under IFRS and, because IFRS have been incorporated as Canadian generally accepted accounting principles (GAAP), these supplementary measures are also non-GAAP measures. These measures have been described and presented to provide shareholders and potential investors with additional information regarding the Company’s financial results, liquidity and ability to generate funds to finance its operations. These measures may not be comparable to similar measures presented by other entities, and are explained below.

    Adjusted EBITDA is defined as net income or loss for the period less interest, taxes, depreciation and amortization, foreign exchange losses (gains), non-cash stock-based compensation, and gains and losses that are extraordinary or non-recurring. Adjusted EBITDA is presented because it gives an indication of the results from the Company’s principal business activities prior to consideration of how its activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges. Adjusted EBITDA is used by management to evaluate the performance of the Company and is also used as a basis for monitoring the Company’s compliance with covenants under the revolving credit facility. Adjusted EBITDA for the period was calculated as follows:

      Three Months Ended March 31,
    		  
      2025   2024  
    (C$000s) ($)   ($)  
         
    Net income (loss) from continuing operations 7,796   (2,903 )
    Add back (deduct):    
    Depreciation 31,922   27,995  
    Foreign exchange losses (gains) 1,693   (1,049 )
    Loss (gain) on disposal of property, plant and equipment 124   (6,241 )
    Restructuring charges 516   —  
    Stock-based compensation (925 ) 2,185  
    Interest, net 7,944   6,032  
    Income taxes 6,247   38  
    Adjusted EBITDA from continuing operations 55,317   26,057  
    Less: IFRS 16 lease payments (3,679 ) (3,235 )
    Less: Argentina EBITDA threshold adjustment(1) (45,397 ) (5,428 )
    Bank EBITDA for covenant purposes 6,241   17,394  

    (1)Refer to note 4 of the Company’s interim consolidated financial statements for the three months ended March 31, 2025.

    Adjusted EBITDA percentage is a non-GAAP financial ratio that is determined by dividing Adjusted EBITDA by revenue for the corresponding period.

    Net Debt is defined as long-term debt less unamortized debt issuance costs plus lease obligations, less cash and cash equivalents from continuing operations. The calculation of net debt is disclosed in note 10 to the Company’s interim consolidated financial statements for the corresponding period.

    OTHER NON-STANDARD FINANCIAL TERMS

    MAINTENANCE AND EXPANSION CAPITAL

    Maintenance capital refers to expenditures in respect of capital additions, replacements or improvements required to maintain ongoing business operations. Expansion capital refers to expenditures primarily for new items, upgrades and/or equipment that will expand the Company’s revenue and/or reduce its expenditures through operating efficiencies. The determination of what constitutes maintenance capital expenditures versus expansion capital involves judgement by management.

    BUSINESS RISKS

    The business of Calfrac is subject to certain risks and uncertainties. Prior to making any investment decision regarding Calfrac, investors should carefully consider, among other things, the risk factors set forth in the Company’s most recently filed Annual Information Form under the heading “Risk Factors” which is available on the SEDAR+ website at www.sedarplus.ca under the Company’s profile. Copies of the Annual Information Form may also be obtained on request without charge from Calfrac at Suite 500, 407 – 8th Avenue S.W., Calgary, Alberta, Canada, T2P 1E5, or at www.calfrac.com.

    ADDITIONAL INFORMATION

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

    Calfrac provides specialized oilfield services to exploration and production companies designed to increase the production of hydrocarbons from wells with continuing operations focused throughout western Canada, the United States and Argentina. During the first quarter of 2022, management committed to a plan to sell the Company’s Russian division, resulting in the associated assets and liabilities being classified as held for sale and presented in the Company’s financial statements as discontinued operations. The results of the Company’s discontinued operations are excluded from the discussion and figures presented above unless otherwise noted. See Note 4 to the Company’s annual consolidated financial statements for the year ended December 31, 2024 for additional information on the Company’s discontinued operations.

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

    FIRST QUARTER CONFERENCE CALL AND AGM UPDATE

    Calfrac will no longer be conducting the previously announced conference call to review its 2025 first-quarter results on Thursday, May 15, 2025. Any interested parties can reach out to Mike Olinek, Chief Financial Officer at the contact information below should they wish to ask any questions regarding the Company’s quarterly financial results.

    The Company will be holding its Annual General Meeting at 1:30 pm on Thursday May 15, 2025 in the Viking Room of the Calgary Petroleum Club.

    CONSOLIDATED BALANCE SHEETS

      March 31,   December 31,  
      2025   2024  
    (C$000s) ($)   ($)  
    ASSETS    
    Current assets    
    Cash and cash equivalents 15,463   44,045  
    Accounts receivable 306,957   251,108  
    Inventories 130,596   145,506  
    Prepaid expenses and deposits 21,797   26,452  
      474,813   467,111  
    Assets classified as held for sale 47,053   45,335  
      521,866   512,446  
    Non-current assets    
    Property, plant and equipment 684,123   673,381  
    Right-of-use assets 19,990   20,013  
    Deferred income tax assets 29,000   29,000  
      733,113   722,394  
    Total assets 1,254,979   1,234,840  
    LIABILITIES AND EQUITY    
    Current liabilities    
    Accounts payable and accrued liabilities 160,129   173,974  
    Income taxes payable 23,301   9,700  
    Current portion of long-term debt 341,095   150,000  
    Current portion of lease obligations 9,833   9,536  
      534,358   343,210  
    Liabilities directly associated with assets classified as held for sale 32,677   30,945  
      567,035   374,155  
    Non-current liabilities    
    Long-term debt —   170,908  
    Lease obligations 13,209   13,948  
    Deferred income tax liabilities 14,473   22,499  
      27,682   207,355  
    Total liabilities 594,717   581,510  
    Capital stock 911,900   911,785  
    Contributed surplus 76,190   77,159  
    Accumulated deficit (373,875 ) (379,490 )
    Accumulated other comprehensive income 46,047   43,876  
    Total equity 660,262   653,330  
    Total liabilities and equity 1,254,979   1,234,840  

    CONSOLIDATED STATEMENTS OF OPERATIONS

      Three Months Ended March 31,
    		  
      2025   2024  
    (C$000s, except per share data) ($)   ($)  
         
    Revenue 370,057   330,096  
    Cost of sales 330,576   316,208  
    Gross profit 39,481   13,888  
    Expenses    
    Selling, general and administrative 15,677   18,011  
    Foreign exchange losses (gains) 1,693   (1,049 )
    Loss (gain) on disposal of property, plant and equipment 124   (6,241 )
    Interest, net 7,944   6,032  
      25,438   16,753  
    Income (loss) before income tax 14,043   (2,865 )
    Income tax expense (recovery)    
    Current 14,240   6,414  
    Deferred (7,993 ) (6,376 )
      6,247   38  
    Net income (loss) from continuing operations 7,796   (2,903 )
    Net (loss) income from discontinued operations (2,181 ) 750  
    Net income (loss) 5,615   (2,153 )
         
    Earnings (loss) per share – basic    
    Continuing operations 0.09   (0.03 )
    Discontinued operations (0.03 ) 0.01  
      0.07   (0.02 )
         
    Earnings (loss) per share – diluted    
    Continuing operations 0.09   (0.03 )
    Discontinued operations (0.03 ) 0.01  
      0.07   (0.02 )

    CONSOLIDATED STATEMENTS OF CASH FLOWS

      Three Months Ended March 31,
    		  
      2025   2024  
    (C$000s) ($)   ($)  
    CASH FLOWS PROVIDED BY (USED IN)   Restated
    OPERATING ACTIVITIES    
    Net income (loss) 7,796   (2,903 )
    Adjusted for the following:    
    Depreciation 31,922   27,995  
    Stock-based compensation (925 ) 2,185  
    Unrealized foreign exchange losses 1,846   2,627  
    Loss (gain) on disposal of property, plant and equipment 124   (6,241 )
    Interest 7,944   6,032  
    Interest paid (12,716 ) (9,717 )
    Deferred income taxes (7,993 ) (6,376 )
    Changes in items of working capital (35,048 ) (1,644 )
    Cash flows (used in) provided by operating activities from continuing operations (7,050 ) 11,958  
    Cash flows provided by (used in) operating activities from discontinued operations 10,231   (8,185 )
    Net cash flows provided by operating activities 3,181   3,773  
    INVESTING ACTIVITIES    
    Purchase of property, plant and equipment (38,498 ) (55,727 )
    Proceeds on disposal of property, plant and equipment 1,553   11,508  
    Proceeds on disposal of right-of-use assets 206   227  
    Cash flows used in investing activities from continuing operations (36,739 ) (43,992 )
    Cash flows used in investing activities from discontinued operations (1,457 ) (678 )
    Net cash flows used in investing activities (38,196 ) (44,670 )
    FINANCING ACTIVITIES    
    Issuance of long-term debt, net of debt issuance costs 30,000   60,000  
    Long-term debt repayments (10,000 ) —  
    Lease obligation principal repayments (3,244 ) (2,840 )
    Proceeds on issuance of common shares from the exercise of stock options 71   —  
    Cash flows provided by financing activities from continuing operations 16,827   57,160  
    Cash flows provided by financing activities from discontinued operations —   —  
    Net cash flows provided by financing activities 16,827   57,160  
    Effect of exchange rate changes on cash and cash equivalents 550   (1,464 )
    (Decrease) increase in cash and cash equivalents (17,638 ) 14,799  
    Cash and cash equivalents, beginning of period 50,776   45,190  
    Cash and cash equivalents, end of period 33,138   59,989  
    Included in the cash and cash equivalents per the balance sheet 15,463   58,239  
    Included in the assets held for sale/discontinued operations 17,675   1,750  


    ADVISORIES

    FORWARD-LOOKING STATEMENTS

    In order to provide Calfrac shareholders and potential investors with information regarding the Company and its subsidiaries, including management’s assessment of Calfrac’s plans and future operations, certain statements contained in this press release, including statements that contain words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “forecast” or similar words suggesting future outcomes, are forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, “forward-looking statements”).

    In particular, forward-looking statements in this press release include, but are not limited to, statements with respect to the expectations regarding trends in, and prospects of, the global oil and gas industry; activity, demand, utilization and outlook for the Company’s continuing operations, including the potential impacts of, and mitigation strategies for, the trade tariffs implemented by the U.S. and Canada on the Company’s North American segment and the strong activity and profitability outlook for the Argentina segment; the supply and demand fundamentals of the pressure pumping industry; input costs, margin and service pricing trends and strategies; operating and financing strategies, performance, priorities, metrics and estimates, including the Company’s ability to repatriate cash from Argentina and the timing thereof; the Company’s Russian segment, including the planned sale of the Russian division; the Company’s service quality and competitive position; capital investment plans, including the progress of the Company’s fleet modernization plan in North America and planned wireline investments to bolster the Company’s service offering in Argentina; and the Company’s expectations and intentions with respect to the foregoing.

    These statements are derived from certain assumptions and analyses made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors that it believes are appropriate in the circumstances, including, but not limited to, the economic and political environment in which the Company operates, including the continued implementation of Argentina economic reforms and liberalization of its oil and gas industry as well as the current state of the trade war between Canada and the U.S. and its expected impact on the pressure pumping market in North America; the Company’s expectations for its customers’ capital budgets, demand for services and geographical areas of focus; the level of merger and acquisition activity among oil and gas producers and its impact on the demand for well completion services; the anticipated effects of artificial intelligence power requirements and the commissioning of liquified natural gas terminals on supply and demand fundamentals for oil and natural gas; the ability of newly deployed Tier IV DGB pumping units to achieve manufacturer claims with respect to operational performance, diesel displacement and costs savings in the field; the effect of environmental, social and governance factors on customer and investor preferences and capital deployment; the status of the military conflict in the Ukraine and related Canadian, United States and international sanctions and restrictions involving Russia and counter-sanctions, restrictions, and political measures that may be undertaken in respect of the Company’s ownership and planned sale of the Russian division; industry equipment levels including the number of active fracturing fleets marketed by the Company’s competitors and the timing of deployment of the Company’s fleet upgrades; the continued effectiveness of cost reduction measures instituted by the Company; the Company’s existing contracts and the status of current negotiations with key customers and suppliers; and the likelihood that the current tax and regulatory regime will remain substantially unchanged.

    Forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from the Company’s expectations. Such risk factors include but are not limited to: (A) industry risks, including but not limited to, global economic conditions and the level of exploration, development and production for oil and natural gas in North America and Argentina; a shift in strategy by exploration and production companies prioritizing shareholders returns over production growth; excess equipment levels; impacts of conservation measures and technological advances on the demand for the Company’s services; an intensely competitive oilfield services industry; and hazards inherent in the industry; (B) geopolitical risks, including but not limited to, the impacts of the trade war between Canada and United States; foreign operations exposure, including risks relating to repatriation of cash from foreign jurisdictions, unsettled political conditions, war, foreign exchange rates and controls; and risks that the sale of the discontinued operations in Russia may not occur or may be delayed; (C) financial risks, including but not limited to, restrictions on the Company’s access to capital, including the impacts of covenants under the Company’s lending documents; direct and indirect exposure to volatile credit markets, including interest rate risk; fluctuations in currency exchange rates; price escalation and availability of raw materials, diesel fuel and component parts; actual results which are materially different from management estimates and assumptions; the Company’s access to capital and common share price given a significant number of common shares are controlled by two directors of the Company; possible dilution from outstanding stock-based compensation, additional equity or debt securities; and changes in tax rates or reassessment risk by tax authorities; (D) business operations risks, including but not limited to, fleet reinvestment risk, including the ability of the Company to finance the capital necessary for equipment upgrades to support its operational needs while meeting government and customer requirements and preferences; risks of delays and quality of equipment due to Company’s reliance on equipment manufacturers, suppliers and fabricators; seasonal volatility; constrained demand for the Company’s services due to merger and acquisition activity; a concentrated customer base; cybersecurity risks; difficulty retaining, replacing or adding personnel; failure to continuously improve equipment, proprietary fluid chemistries and other products and services; climate change; failure to maintain safety standards and records; improper access to confidential information; failure to effectively and timely address the energy transition; risks of various types of activism; and failure to realize anticipated benefits of acquisitions and dispositions; (E) legal and regulatory risks, including but not limited to, federal, provincial and state legislative and regulatory initiatives and laws; health, safety and environmental laws and regulations; the direct and indirect costs of various existing and proposed climate change regulations; and legal and administrative proceedings. Further information about these and other risks and uncertainties may be found under the heading “Business Risks” above.

    Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and there can be no assurance that actual results or developments anticipated by the Company will be realized, or that they will have the expected consequences or effects on the Company or its business or operations. These statements speak only as of the respective date of this press release or the documents incorporated by reference herein. The Company assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable securities laws.

    For further information, please contact:

    Mike Olinek, Chief Financial Officer

    Telephone: 403-266-6000        
    www.calfrac.com

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    This article may include affiliate links, earning us a commission at no cost to you for qualifying actions. These support our content. Our reviews are unbiased, and we recommend only valuable products.

    Photos accompanying this announcement are available at

    https://www.globenewswire.com/NewsRoom/AttachmentNg/78181f9b-d489-44f2-8d78-ff15563403a7

    https://www.globenewswire.com/NewsRoom/AttachmentNg/e860d5f7-68bd-427d-b678-c38a92e20bac

    https://www.globenewswire.com/NewsRoom/AttachmentNg/83724787-a980-4bfc-9e83-3f3227b398c9

    The MIL Network –

  • MIL-OSI USA: Bacon’s Bipartisan Law Enforcement Officers Safety Reform Act (LEOSA) Passes House

    Source: United States House of Representatives – Congressman Don Bacon (2nd District of Nebraska)

    Bacon’s Bipartisan Law Enforcement Officers Safety Reform Act (LEOSA) Passes House

    Offers Real Solutions to Terrorism and Mass Shootings

    Washington – Today, Rep. Don Bacon (R-NE-02) secured House passage of the Law Enforcement Officers Safety Reform Act (LEOSA), H.R.2243, with a 229-193 vote. The bipartisan legislation includes seventeen Republican members as cosponsors and was co-led by Rep. Henry Cuellar (D-TX-28).

    The bipartisan LEOSA Reform Act will improve public safety by allowing qualified law enforcement officers who have committed themselves to our communities the opportunity to continue doing so by extending their concealed carry privileges. The legislation removes existing prohibitions and will allow trained professionals to respond quickly to emergencies, should they happen to be in public places such as shopping malls, school zones, mass transit, etc. During the 118th Congress, the LEOSA Reform Act was passed by the House of Representatives in a 221-185 vote. 

    “I’m pleased today the House passed my bipartisan LEOSA Reform Act, which offers real solutions to address threats such as terrorism and mass shootings by ensuring that our retired and off-duty law enforcement officers can exercise their right to concealed carry – no matter where they live or visit,” said Rep. Bacon. “These measured changes will make existing law stronger and more workable for those who seek its benefits while maintaining the rigorous standards that currently apply. I want to thank Rep. Henry Cuellar for his support of this important legislation. I also want to thank our extensive list of local and national law enforcement organizations supporting the LEOSA Reform Act.” 

    Locally, the sheriffs of the three counties for Nebraska’s 2nd Congressional District and other law enforcement agencies support the legislation: Douglas County Sheriff Aaron Hanson, Sarpy County Sheriff Greg London, Saunders County Sheriff Chris Lichtenberg, Omaha Police Association President Patrick Dempsey, and Nebraska State FOP President Anthony Connor.  

    The bill also was endorsed by the Fraternal Order of Police (FOP), the Federal Law Enforcement Officers Association (FLEOA), The Air Marshal Association, the FBI Agents Association (FBIAA), International Union of Police Associations, Major Cities Chiefs Association, National Association of Police Organizations (NAPO), Association of State Criminal Investigative Agencies, Major County Sheriffs of America, National Narcotics Officers’ Associations’ Coalition, Society of Former Special Agents of the FBI,International Association of Chiefs of Police, Sergeants Benevolent Association NYPD, Peace Officers Research Association of California (PORAC), National District Attorneys Association (NDAA), and National Sheriffs’ Association (NSA).

    ###

    MIL OSI USA News –

  • MIL-OSI Security: Mission real estate agent indicted for fraud scheme

    Source: Office of United States Attorneys

    McALLEN, Texas – A 45-year-old Mission man has made an appearance in McAllen federal court on wire fraud charges, announced U.S. Attorney Nicholas J. Ganjei.

    According to the four-count indictment, Sergio Efrain Zamora Jr. sold multiple homes by forging signatures on the documents and transferring titles to his business.

    The charges allege, beginning in June 2021, Zamora orchestrated a real estate fraud scheme by selling multiple homes without the homeowners’ authorization. He allegedly forged signatures on documents and transferred property titles to his business.

    The victims-some of whom were his own family and friends-were unaware their homes were being sold, according to the charges. Zamora allegedly created fraudulent documents, including warranty deeds and contracts of sale, to make the transactions appear legitimate.

    According to the indictment, he forged paperwork as part of the scheme. He allegedly profited illegally by using the proceeds to pay off debts and, in some cases, by receiving funds directly from the fraudulent closings.

    The charges allege the scheme caused a total loss of $655,000 to the victims and the title company.

    If convicted, Zamora faces up to 20 years in prison and a possible $250,000 maximum fine.

    FBI conducted the investigation. Assistant U.S. Attorney Amanda McColgan is prosecuting the case.

    An indictment is a formal accusation of criminal conduct, not evidence. A defendant is presumed innocent unless convicted through due process of law.

    MIL Security OSI –

  • MIL-OSI Security: Pryor man sentenced to 2 years in prison for strangulation and assault

    Source: Office of United States Attorneys

    BILINGS – A Pryor man who admitted strangling and assaulting his dating partner was sentenced today to two years in prison to be followed by three of supervised release, U.S. Attorney Kurt Alme said.

    Thomas Larson Medicinehorse III, 19, pleaded guilty in January 2025 to strangulation and assault resulting in substantial bodily injury to a dating or intimate partner.

    U.S. District Judge Susan P. Watters presided.

    The government alleged in court documents that on February 5, 2024, Medicinehorse and the victim, referred to here as Jane Doe, got into an argument. The altercation turned physical, and Medicinehorse strangled Doe by placing his hands around her throat. Doe’s vision went dark and she could not breathe.

    The next day, February 6, 2024, Medicinehorse and Doe got into another argument. Medicinehorse struck Doe on the face, arms, and legs, causing bruising and swelling to her right eye and various bruises on her arms and legs.

    The U.S. Attorney’s Office prosecuted the case. The investigation was conducted by the FBI, BIA, and Big Horn County Sheriff’s Office.

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

    XXX

    MIL Security OSI –

  • 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 –

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

    Source: NZ Music Month takes to the streets

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

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

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

    MIL OSI New Zealand News –

  • MIL-OSI USA: Regulation S-P – Back to the Future

    Source: Securities and Exchange Commission

    1. Introduction

    Good afternoon, I’m pleased to join you today to discuss, the importance of, and the financial sector’s role in, information security and the protection of investors’ nonpublic personal information. Specifically, I am here to lay out the Division of Examinations approach to operationalizing the Commission’s recently adopted enhancements to Regulation S-P.

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

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

    1. Background

    The Commission, and the Division of Examinations, has been focused on ensuring the security of customer information for over two decades. In 2000, acting under the authority of the Gramm-Leach-Bliley Act, the Commission adopted Regulation S-P[i] to help safeguard such information. The standards established by Regulation S-P require, among other things, covered institutions to (i) insure the security and confidentiality of customer records and information; (ii) protect against any anticipated threats or hazards to the security or integrity of customer records and information; and (iii) protect against unauthorized access to or use of customer records or information that could result in substantial harm or inconvenience to any customer.[ii]

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

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

    The advancement in technology and the increased threat landscape faced by retail investors highlights the need for the regulatory community to adapt to the changing environment. Although the trend toward digitization has increasingly turned the problem of safeguarding customer records and information into one of cybersecurity, this is not to say that this is exclusively a problem of cybersecurity.

    1. Amendments to Regulation S-P

    In response, last year the Commission completed a rulemaking process that revised and enhanced Regulation S-P. These amendments expanded the applicability of Regulation S-P to cover additional financial institutions, modernized the rules relating to safeguards and disposal of customer information, and helped ensure customers of covered institutions receive timely and consistent notifications in the event of unauthorized access to or use of their information.[vii]

    1. Key Enhancements to Regulation S-P

    There isn’t enough time today to cover all of the new enhancements and amendments, so I encourage everyone to review Regulation S-P in its entirety. You can access the amendments on the SEC’s website, along with several helpful fact sheets and summaries you may find useful.[viii] I wanted to highlight three of the enhancements that firms will need to assess and adopt: an incident response program, a new customer notification requirement, and requirements relating to third-party service providers.

    1. Incident Response Program

    One of the key amendments to Reg SP concerns covered institutions’ incident response programs in their written policies and procedures under the Safeguards Rule.[ix] The program must be reasonably designed to detect, respond to, and recover from unauthorized access to, or use of, customer information.[x] It must include procedures to assess the nature and scope of any incident and require appropriate steps to contain and control incidents to prevent further unauthorized access or use.[xi]

    1. Customer Notification Requirement

    The enhancements also require covered institutions to notify affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization.[xii] The rules also require, with limited exception, that firms notify customers as soon as practicable (but no later than 30 days), after the covered institution becomes aware that unauthorized access to, or use of, customer information has occurred (or is reasonably likely to have occurred).[xiii]

    1. Third-Party Service Providers

    The amendments to the Safeguards Rule also include new provisions that address the use of third-party service providers by covered institutions. Covered institutions will now be required to establish, maintain, and enforce written policies and procedures reasonably designed to require oversight, including through due diligence and monitoring of service providers, to ensure that affected individuals receive any required notices. In essence, this means that while covered institutions may outsource their operations, they may not outsource their ultimate obligation to comply with Regulation S-P.

    1. Examinations Engagement and Outreach

    So, what does all of this mean for the work of the Division of Examinations? As I mentioned, the SEC has focused on compliance risks relating to securing information technology for many years, with particular attention to market systems, customer data protection, disclosure of material cybersecurity risks and incidents, and compliance with legal and regulatory obligations under the federal securities laws.[xiv] We recognize that any regulatory adjustment can create a risk of implementation challenges and costs associated with compliance. Under the Division’s Pillar of promoting compliance, we want to take this opportunity to clearly articulate our approach to achieving our shared goal of improved information security through the implementation of the updated Regulation S-P.

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

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

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

    ***

    1. Conclusion

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

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

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

    [ix] Regulation S-P Fact Sheet.

    MIL OSI USA News –

  • MIL-OSI Security: Florida Man Sentenced to 11 Years in Federal Prison for Participating in Violent Danbury Kidnapping

    Source: Office of United States Attorneys

    David X. Sullivan, United States Attorney for the District of Connecticut, announced that ANTHONY PENA, also known as “Tony,” 24, of Miami Gardens, Florida, was sentenced today by U.S. District Judge Sarala V. Nagala in Hartford to 132 months of imprisonment, followed by two years of supervised release, for participating in a violent kidnapping in Danbury last summer.

    According to court documents and statements made in court, in the late afternoon of August 25, 2024, Danbury Police received multiple 911 calls from witnesses who observed several males assaulting another male and forcing him into a white work van.  Responding officers encountered the van on Clapboard Ridge Road, near the intersection of East Gate Road, and attempted to stop it.  The van accelerated at a high-rate of speed and crashed approximately one mile away on Cowperthwaite Street.  Pena, Angel Borrero, and two associates, all dressed in black, exited the van and fled on foot.  Officers arrived at the location of the disabled van and located a male and female victim, both bound with duct tape, in the back of the van.  The male victim had significant injuries to his face and arm.  Both victims were transported to the hospital for further evaluation.  The victims reported that the Lamborghini Urus they were operating was rear-ended by a Honda Civic on Damia Drive in Danbury, and a white work van cut in front of their vehicle.  The victims were then forcibly removed from their vehicle, dragged into the van, and bound with duct tape.  When the male victim resisted, he was punched in the face and hit repeatedly with a baseball bat, both outside and inside the van, by Pena and others.  The victims were told several times that they would be killed.

    Pena, Borrero, and the two associates were apprehended in various locations within a quarter-mile radius from where the van crashed.  Two other associates, and the Honda Civic, were located at a short-term rental home in Roxbury.  A baseball bat was found inside the car.  The victims’ Lamborghini, with a blood-stained baseball bat inside the car, was found abandoned in the woods off the roadway on East King Street.

    The kidnapping was intended to facilitate the extortion of the victims’ son, who is suspected of participating in the theft of hundreds of millions of dollars in cryptocurrency.

    Pena has been detained since his arrest.  On January 10, 2025, he pleaded guilty to conspiracy and kidnapping.

    Borrero and three others involved in the offense also pleaded guilty and await sentencing.

    This matter is being investigated by the FBI New Haven Violent Crimes Task Force and the Danbury Police Department.  The Task Force includes members from the Connecticut State Police and several local police departments.  The case is being prosecuted by Assistant U.S. Attorneys Karen L. Peck and John T. Pierpont, Jr.

    U.S. Attorney Sullivan thanked the State’s Attorney’s Office for the Judicial District of Danbury for its close cooperation in investigating and prosecuting this matter.

    MIL Security OSI –

  • MIL-OSI Security: Former CEO of Healthcare Services Company Admits Role in Elaborate Investment Fraud Scheme

    Source: Office of United States Attorneys

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

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

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

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

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

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

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

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

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

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

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

                                                                           ###

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

    MIL Security OSI –

  • MIL-OSI Security: Federal Jury Convicts Prison Inmate of Murder and Hate Crime in Death of Fellow Inmate

    Source: Office of United States Attorneys

    ROCKFORD — An inmate at Thomson Penitentiary in Thomson, Ill., has been convicted of murder and hate crime in the death of a fellow inmate.

    After a seven-day trial, the jury in U.S. District Court in Rockford on Tuesday found BRANDON SIMONSON, also known as “Whitey,” 41, of Moorhead, Minn., guilty of all four counts against him, including second-degree murder, conspiracy to commit murder, hate crime, and assault relating to the death of Matthew Phillips.  U.S. District Judge Iain D. Johnston set sentencing for Aug. 22, 2025.

    According to evidence presented at trial, Simonson conspired with a co-defendant, KRISTOPHER MARTIN, to beat Phillips because he was Jewish.  Simonson and Martin assaulted Phillips to gain recognition and membership into a white supremacist anti-semitic prison gang called the Valhalla Bound Skinheads.  Evidence showed Simonson punched and kicked Phillips in the face and head, despite Phillips being knocked unconscious and unable to defend himself.  The assault on March 2, 2020, led to Phillips’ death three days later. 

    Martin, also known as “No Luck,” 43, of Brazil, Ind., pleaded guilty earlier this year and is awaiting sentencing.

    The convictions were announced by Andrew S. Boutros, United States Attorney for the Northern District of Illinois, and Douglas S. DePodesta, Special Agent-in-Charge of the Chicago Field Office of the FBI.  Valuable assistance was provided by the Federal Bureau of Prisons.  The government is represented by Assistant U.S. Attorneys Vincenza L. Tomlinson and Ronald DeWald.

    “We are grateful to the jury for delivering justice in a very difficult case for Mr. Phillips’ family and the people of the Northern District of Illinois,” said U.S. Attorney Boutros.  “The significant convictions in this case are the result of the extraordinary dedication and commitment of our prosecutors and law enforcement partners.  We will not tolerate criminal acts such as these anywhere in our district, including in our prison system.”

    “The FBI and our law enforcement partners hold those accountable who compromise the safety or lives of others, even those serving sentences in prison,” said FBI SAC DePodesta.  “We continue to ask the public to help keep our communities safe from any acts of violence like those detailed in this case by reporting threatening or suspicious behavior immediately to local law enforcement or the FBI.”

    MIL Security OSI –

  • MIL-OSI Security: Houston custom home builder heads to prison for misusing construction funds

    Source: Office of United States Attorneys

    HOUSTON – A 40-year-old Houston man has been sentenced for wire fraud, announced U.S. Attorney Nicholas J. Ganjei.

    Brett Michael Detamore pleaded guilty Aug. 23, 2024.

    U.S. District Judge George C. Hanks has now ordered Detamore to serve 51 months in federal prison to be immediately followed by two years of supervised release. He was also ordered to pay a total of $2.3 million in restitution to over 10 victims. At the hearing, the court heard additional testimony from several victims who described how Detamore had abused their trust and devastated them financially.

    Detamore, operating as a custom home builder under Detamore Development LLC, fraudulently obtained at least $1.5 million for his personal use as a result of misusing funds intended for the construction of private residences.

    Detamore submitted false and fraudulent invoices to banks holding construction loans for single-family residences he was contracted to build. The false invoices caused the banks to send funds to bank accounts Detamore controlled. He then used the funds for his personal benefit.

    He was permitted to remain on bond and voluntarily surrender to a Federal Bureau of Prisons facility to be determined in the near future.

    The FBI conducted the investigation with the assistance of the West University Police Department. Assistant U.S. Attorneys Karen Lansden and Suzanne Elmilady prosecuted the case.

    MIL Security OSI –

  • MIL-OSI Security: Pediatric Physician Sentenced to 25 Years for Producing Child Pornography

    Source: Office of United States Attorneys

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

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

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

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

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

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

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

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

    Project Safe Childhood

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

    MIL Security OSI –

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

    Source: GlobeNewswire (MIL-OSI)

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

    Jay Lyons, Chief Executive Officer, commented:

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

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

    Highlights

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

    1 See Non-GAAP Financial Measures and Ratios.

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

    1 See Non-GAAP Financial Measures and Ratios.

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

    Orca Energy Group Inc.

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

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

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

    Abbreviations

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


    Non-GAAP     Financial Measures and Ratios

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

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

    Non-GAAP Financial Measures

    Capital expenditures

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

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


    Operating netback

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

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


    Non-GAAP     Ratios

    Operating netback per mcf

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

    Supplementary Financial Measures

    Working capital

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

    Net cash flows from operating activities per share

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

    Weighted average Class A and Class B Shares

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

    Forward-Looking Statements

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

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

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

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

    The MIL Network –

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

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

    May 14, 2025

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

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

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

    MIL OSI USA News –

  • MIL-Evening Report: Whatever happened to Barbie’s feet? Podiatrists studied 2,750 dolls to find out

    Source: The Conversation (Au and NZ) – By Cylie Williams, Professor, School of Primary and Allied Health Care, Monash University

    elinaxx1v/Shutterstock

    What do you get when a group of podiatrists (and shoe lovers) team up with a Barbie doll collector? A huge opportunity to explore how Barbie reflects changes in the types of shoes women wear.

    It all started with the blockbuster Barbie movie in 2023. In particular, we discussed a scene when Barbie was distressed to find she didn’t have to walk on tip-toes. She could walk on flat feet.

    Soon, we had designed a research project to study the feet of Barbie dolls on the market from her launch in 1959 to June 2024. That’s 2,750 Barbies in all.

    How this scene from the Barbie movie inspired our research project.

    In our study published today, we found a general shift away from Barbie’s iconic feet – on tip-toes, ready to slip on high-heeled shoes – to flat feet for flat shoes.

    We found, like many women today, Barbie “chooses” her footwear depending on what she has to do – flats for skateboarding or working as an astronaut but heels when dressing up for a night out.

    We also question whether high heels that Barbie and some women choose to wear are really as bad for your health as we’ve been led to believe.

    The movie that sparked the #barbiefootchallenge

    Barbie’s feet – in particular her tip-toe posture – triggered TikTok’s #barbiefoottrend and #barbiefootchallenge. When the movie was released, fans made videos to re-create how Barbie stepped out of her high-heeled shoes, yet stayed on tip-toes. Margot Robbie, the Australian actor who played Barbie in the movie, was even interviewed about it.

    Despite the obvious interest in Barbie’s iconic foot stance, there had been no specific research on her feet or choice of footwear.

    So our research team decided to look at how Barbie’s feet had changed over the years to reflect the kinds of shoes she’s worn, and how that ties in with her different jobs and growing diversity.

    What we did

    One of our research team has an extensive Barbie doll collection. This guided our search through online catalogues to examine the foot positions of 2,750 Barbie dolls.

    Our custom-made audit tool allowed us to classify Barbie’s foot posture as tip-toe (known as equinus) or flat.

    We also looked at when the dolls were made, whether they were diverse or inclusive (for instance, represented people with disabilities), and whether Barbie was employed.

    Our device allowed us to classify Barbie’s feet as (a) tip-toe (equinus) or (b) flat.
    Cylie Williams, CC BY-NC-ND

    What we found

    We were surprised that Barbie’s high-heel wearing foot posture was no longer the norm. Barbie does, however, still wear high heels when dressed for fun.

    We found, just like Barbie in the movie, she’s made a transition from high heels (equinus foot posture) to flat shoes (flat foot posture), especially when employed.

    We suggest this mirrors broader societal changes. This includes how women choose footwear according to how much they have to move in the day, and away from only wearing high heels in some workplaces.

    Barbie ditched her high-heel wearing foot posture as she climbed the career ladder. In the 1960s, all Barbies tip-toed around, but by the 2020s, only 40% did.

    Meanwhile, her resume expanded, going from not being represented as having a job to 33% representing real-world jobs.

    Barbie’s been an astronaut since before the Moon landing.
    8th.creator/Shutterstock

    She was an astronaut in 1965, before the Moon landing, and a surgeon when the vast majority of doctors in the United States were men.

    US laws changed in the late 80s, supporting women to own businesses without a man’s permission. And Barbie mirrored this.

    She started trading stilettos for flats and strutting into male-dominated fields. Barbie didn’t just break the mould, she kicked it off with low-heeled shoes.

    Barbie also evolved to better reflect the population. We found a moderate link between her having flat feet and representing diversity or disability.

    For example, she chooses a stable flat shoe when using a prosthetic limb. But it was also great to see her break footwear stereotypes by wearing high heels when using a wheelchair.

    Are high heels so bad?

    Some celebrities, the media and public health advice warn against wearing high heels. But we know women (and Barbie) choose to wear them from time to time. In fact it’s discussions about women’s shoe choices that also gave us the idea for this fun research.

    For instance, health professionals often link high-heeled shoes with developing bunions, knee osteoarthritis, back pain or being injured.

    However bunions, and knee and back pain are just as common in people who don’t wear high heels.

    Studies exploring the risk of high heels are also often performed with people who don’t usually wear high heels, or during competitive sports.

    We couldn’t find any investigations exploring the long-term effect of wearing high heels.

    Research does show that high-heeled shoes make you walk slower and make it harder to balance.

    But high heels have different features, such as heel height or shape. So different types of high heels probably present a different risk. That risk also probably differs from person to person, including how often they walk in heels.

    Lessons for all shoe lovers

    But back to Barbie and lessons we learned. We know Barbie is a social construct that reflects some aspects of the real world. She chooses heels when fashion is the goal and flat shoes when needing speed and stability.

    Rather than demonise high heels, messages about footwear need to evolve to acknowledge choice, and trust women can balance their own priorities and needs.

    As Barbie’s journey shows, women already make thoughtful shoe choices based on comfort, function and identity.

    Cylie Williams receives funding from the Medical Research Future Foundation. In the past five years, she has previously received research funding from the National Health and Medical Research Council, Department of Health and Aged Care (Australia), Bobux International Limited, Department of Health (Victoria) and Sports and Exercise Podiatry Australia.

    Helen Banwell is a practitioner member of the Podiatry Board of Australia.

    – ref. Whatever happened to Barbie’s feet? Podiatrists studied 2,750 dolls to find out – https://theconversation.com/whatever-happened-to-barbies-feet-podiatrists-studied-2-750-dolls-to-find-out-256211

    MIL OSI Analysis – EveningReport.nz –

  • 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 20th 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 – 5th 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 – 3rd 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 –

  • 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.”

    1 Please 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.

    1 Please 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 –

  • MIL-OSI: Reliance Global Group Reports 2025 First Quarter Results and Provides Business Update

    Source: GlobeNewswire (MIL-OSI)

    LAKEWOOD, N.J., May 14, 2025 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today provided a business update and reported financial results for the quarter ended March 31, 2025.

    “We are pleased to begin 2025 with improving financial results that build on the momentum we achieved in 2024,” said Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group. “Our growth in organic revenues highlights the attractive strides we’ve made in expanding our market share. At the same time, the substantial reduction in net loss and the increase in AEBITDA reflect the sustained benefits of our disciplined fiscal management, streamlined operations under the OneFirm model, and the absence of prior-year impairment charges. This strong momentum has reinforced our foundation and positioned us for scalable, long-term growth with improved profitability.”

    “We are excited about the road ahead as we build on the progress made in 2024 and move closer to completing the Spetner acquisition—an important milestone that is expected to enhance our insurance capabilities and strengthen our financial and market position. We also continue to drive innovation across our platform, most notably with the launch of RELI Auto Leasing. This new offering allows our RELI Exchange agency partners to provide clients with convenient access to vehicle leasing nationwide while earning commissions—without requiring expertise in auto finance. By integrating leasing into the insurance process, we are enhancing our value proposition, deepening client relationships, and opening a compelling new revenue stream for our agents. At the same time, the continued adoption of our advanced InsurTech solutions is transforming the agent experience through AI-driven automation, improved underwriting precision, and streamlined service. These innovations, combined with our disciplined approach to growth and operational excellence, position us to capitalize on emerging opportunities in the evolving InsurTech landscape. We believe the foundation we have put in place sets the stage for a period of exceptional expansion in 2025 and beyond, and we remain committed to delivering superior service to our agents and clients while driving long-term value for our shareholders,” concluded Mr. Beyman.

    2025 First Quarter Financial Highlights

    • Commission income revenue increased by $153,782, or 4%, to $4,236,220 in Q1 2025, compared to $4,082,438 in Q1 2024. This increase reflects continued organic growth across the Company’s insurance distribution channels.
    • Commission expense increased by $192,885, or 15%, to $1,469,427 in Q1 2025, compared to $1,276,542 in Q1 2024. The increase reflects higher payouts to agents in line with rising commission volumes and improved agency performance.
    • Salaries and wages increased by $398,175, or 22%, to $2,229,837 in Q1 2025, compared to $1,831,662 in Q1 2024. The increase is primarily due to $540,015 in non-cash equity awards, and indicates that overall, standard non-equity-based salaries and wages costs have been decreasing for the Company quarter over quarter.
    • General and administrative increased by $141,388, to $1,516,228 in Q1 2025, compared to $1,374,890 in Q1 2024. The increase is primarily due to $484,970 of non-cash equity pay to certain of the Company’s directors and service providers, and indicates that overall, standard non-equity-based general and administrative costs have been decreasing for the Company quarter over quarter, reflecting management’s disciplined cost controls and efficiencies gained under our OneFirm initiative.
    • Net loss decreased by $3,609,781, or 68%, to $1,736,882 in Q1 2025, compared to $5,346,663 in Q1 2024. This substantial improvement was driven by the elimination of impairment charges, and the Company’s continued focus on cost control and streamlining its operations. When further deducting the total non-cash equity payments of $1,024,985 discussed above, standard non-equity net loss further improves significantly as compared to the quarter in the prior year and is a testament to the Company’s focus and success in increasing its top-line revenues and managing its operating costs.
    • Adjusted EBITDA (“AEBITDA”), our key non-GAAP financial measure, increased by $219,061, or 297% to an AEBITDA gain of $145,407 in Q1 2025, compared to an AEBITDA loss of ($73,654) in Q1 2024. This marks another quarter of AEBITDA gain for the Company and demonstrates the continued trend toward increased profitability, brought about through disciplined fiscal management and exciting organic operational growth.

    Conference Call

    Reliance Global Group will host a conference call today at 4:30 PM Eastern Time to discuss the Company’s financial results for the quarter ended March 31, 2025, as well as the Company’s corporate progress and other developments.

    The conference call will be available via telephone by dialing toll-free +1 888-506-0062 for U.S. callers or +1 973-528-0011 for international callers and entering access code 848176. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2381/52473 or on the investor relations section of the Company’s website, https://relianceglobalgroup.com/events-and-presentations/.

    A webcast replay will be available on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/ through May 13, 2026. A telephone replay of the call will be available approximately one hour following the call, through May 27, 2025, and can be accessed by dialing +1 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 52473.

    About Reliance Global Group, Inc.

    Reliance Global Group, Inc. (NASDAQ: RELI) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions and include statements such as the Company having built a best-in-class InsurTech platform, making RELI Exchange an even more compelling value proposition and further accelerating growth of the platform, rolling out several other services in the near future to RELI Exchange agency partners, building RELI Exchange into the largest agency partner network in the U.S., the Company moving in the right direction and the Company’s highly scalable business model driving significant shareholder value. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere and risks as and uncertainties related to: the Company’s ability to generate the revenue anticipated and the ability to build the RELI Exchange into the largest agency partner network in the U.S., and the other factors described in the Company’s most recent Annual Report on Form 10-K, as the same may be updated from time to time. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q, the Company’s Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

    Contact:

    Crescendo Communications, LLC
    Tel: +1 (212) 671-1020
    Email: RELI@crescendo-ir.com

    INFORMATION REGARDING A NON-GAAP FINANCIAL MEASURE

    The Company believes certain financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide important supplemental information. Namely our key financial performance metric Adjusted EBITDA (“AEBITDA”) is a non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP. “AEBITDA” is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional adjustments as further outlined below, to result in Adjusted EBITDA (“AEBITDA”). The Company considers AEBITDA an important financial metric because it provides a meaningful financial measure of the quality of the Company’s operational, cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with GAAP. Management uses AEBITDA to evaluate the Company’s operational performance, including earnings across reporting periods and the merits for implementing cost-cutting measures. We have presented AEBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Consistent with Regulation G, a description of such information is provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained below.

    We exclude the following items when calculating Adjusted EBITDA, and the following items define our non-GAAP financial measure “AEBITDA”:

    • Interest and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
    • Depreciation and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.  
    • Goodwill and/or asset impairments: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.  
    • Equity-based compensation: Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental information regarding the Company’s core cash impacted operational performance.  
    • Change in estimated acquisition earn-out payables: An earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.  
    • Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss. The period changes do not impact cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.  
    • Other income (expense), net: Includes certain non-routine income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company.  
    • Transactional costs: This includes expenses related to mergers, acquisitions, financings and refinancings, and amendments or modification to indebtedness. Thes costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.  
    • Non-standard costs: This account includes non-standard non-operational items, related to costs incurred for a legal suit the Company has filed against one of the third parties involved in the discontinued operations and was excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.  
    • Loss from discontinued operations before tax: This account includes the net results from discontinued operations, and since discontinued, are unrelated to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.

    The following table provides a reconciliation from net loss to AEBITDA for the 3 month periods ended March 31, 2025 and 2024, respectively:

        March 31,
    2025    		     March 31,
    2024    		  
    Net loss   $ (1,736,882 )   $ (5,346,663 )
    Adjustments:                
    Interest and related party interest expense     325,242       410,286  
    Depreciation and amortization     360,595       534,152  
    Asset impairment     –       3,922,110  
    Equity-based compensation employees, directors, and service providers     1,024,985       154,912  
    Change in estimated acquisition earn-out payables     –       47,761  
    Other income, net     –       (11 )
    Transactional costs     143,187       253,893  
    Non-standard costs     28,280       45,239  
    Recognition and change in fair value of warrant liabilities     –       (95,333  
    Total adjustments     1,882,289       5,273,009  
                     
    AEBITDA   $ 145,407     $ (73,654 )

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