Category: Machine Learning

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

Translation. Region: Russian Federal

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

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

May 14, 2025

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

May 14, 2025

Chairman of the State Duma Vyacheslav Volodin

May 14, 2025

Minister of Education Sergey Kravtsov

May 14, 2025

Minister of Science and Higher Education Valery Falkov

May 14, 2025

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

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

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

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

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

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

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

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

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

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

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

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

MIL OSI Russia News –

May 15, 2025

MIL-OSI USA: Rep. Clyde Announces 2025 Congressional Art Competition Winners

Source: United States House of Representatives – Representative Andrew S. Clyde (R-GA)

Rep. Clyde Announces 2025 Congressional Art Competition Winners

Gainesville, May 14, 2025

GAINESVILLE, GA — Last week, Congressman Andrew Clyde (GA-09) celebrated the winners of the 2025 Congressional Art Competition for Georgia’s Ninth District.

The winners include:

First Place: Philip Jeong’s “Hope” | Hongik Art Studio
Second Place: Chloe Kim’s “I Have Nothing to Wear” | North Gwinnett High School
Third Place: Sophia Byron’s “The Courthouse” | Union County High School

“Congratulations to Philip on his exciting accomplishment of winning first place in this year’s Congressional Art Competition! I look forward to his impressive artwork being displayed in the U.S. Capitol for visitors, staff, and Members of Congress to enjoy,” said Clyde. “Additionally, I’d like to congratulate Chloe and Sophia for their remarkable work and creative designs. This annual competition continues to highlight the incredible talent of young artists in the Ninth District.”

Rep. Clyde Awards First Place to Philip Jeong’s “Hope”

[Woo Yong Jeong, Philip’s father, accepted the award on his behalf.]

First Place: “Hope” by Philip Jeong

As the winner of the 2025 Congressional Art Competition, Philip’s artwork will soon be displayed in the Cannon Tunnel of the U.S. Capitol building, where it will remain for one year alongside winning submissions from every congressional district across the country.

Second Place: “I Have Nothing to Wear” by Chloe Kim

Rep. Clyde Awards Second Place to Chloe Kim’s “I Have Nothing to Wear”

Third Place: “The Courthouse” by Sophia Byron

Rep. Clyde Awards Third Place to Sophia Byron’s “The Courthouse”

MIL OSI USA News –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Management Commentary:

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

Notable Business Highlights:

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

The MIL Network –

May 15, 2025

MIL-OSI: After iOS Traction, AI Pet Travel App Kruiz, Announces Android Launch

Source: GlobeNewswire (MIL-OSI)

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

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

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

From Frustration to Innovation

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

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

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

A Movement, Not Just an App

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

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

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

What’s Next

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

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

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

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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

First Quarter 2025 Highlights:

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

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

Consolidated Financial Highlights

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

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

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

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

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

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

Declaration of Quarterly Dividend

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

Resignation of Vanessa Guthrie

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

Results for the Three Months Ended March 31, 2025

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Business Updates

2025 Strategic Focus Areas

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

Liquidity

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

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

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

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

NACG’s outlook for 2025

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

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

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

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

Conference Call and Webcast

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

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

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

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

The live presentation and webcast can be accessed at:

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

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

Basis of Presentation

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

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

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

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

Forward-Looking Information

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

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

Non-GAAP Financial Measures

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

Reconciliation of total reported revenue to total combined revenue

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

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

Reconciliation of reported gross profit to combined gross profit

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

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

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

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

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

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

⁽ⁱ⁾See “Non-GAAP Financial Measures”.

About the Company

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

For further information contact:

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

Interim Consolidated Balance Sheets

(Expressed in thousands of Canadian Dollars)
(Unaudited)

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

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

Interim Consolidated Statements of Operations and Comprehensive Income

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

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

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

The MIL Network –

May 15, 2025

MIL-OSI USA: Four Bilirakis Proposals Advance As Part of Reconciliation Package

Source: United States House of Representatives – Representative Gus Bilirakis (FL-12)

Washington, DC: Today, the House Energy & Commerce Committee advanced a broad reconciliation bill that implements fiscally-sound policies to end wasteful spending on Green New Deal-style projects, support the rapid innovation and modernization of American Commerce, and protect Medicaid for vulnerable Americans for generations to come by cutting waste, fraud, and abuse. One of the provisions included in the package, the LIVE Beneficiaries Act, authored by Representative Bilirakis, will help strengthen funding for the Medicaid program and its beneficiaries. This provision requires states to quarterly certify that those enrolled in Medicaid are still living. Bilirakis filed his bill in response to a recent independent audit of just 14 states in one year that documented $249 million in payments to providers on behalf of deceased individuals. The reconciliation package also prohibits beneficiaries from being enrolled in Medicaid in multiple states at the same time and prohibits those individuals who are here illegally from participating in Medicaid.

“I’m proud of the common-sense approach we’ve put forth to achieve significant savings while preserving benefits and access to care for our most vulnerable individuals,” said Congressman Bilirakis.  “We have a responsibility to ensure taxpayer dollars are used wisely and that includes protecting access to healthcare for low-income children, seniors, pregnant women, and those with disabilities. Despite the fear-mongering rhetoric from my colleagues on the other side of the aisle throughout the hearing – these critical populations will not see any change to their healthcare under our bill. Instead, we will disallow duplicative reimbursement, payments for deceased individuals, and coverage for illegal aliens. In doing so – we will strengthen and preserve Medicaid for generations to come while helping to restore fiscal responsibility.

Congressman Bilirakis, who is the Chairman of the Commerce, Manufacturing and Technology Subcommittee in the House, also spearheaded a measure included in the package that would implement a 10-year moratorium on state and local regulation of AI models. This moratorium will prevent the failures we have seen from the state-based regulatory morass on internet privacy from infecting the budding AI marketplace led by the United States.

“Harnessing the potential of AI is not just an opportunity for the United States, it’s an absolute necessity to secure economic leadership, strengthen national security, and ensure that American values shape the future of this transformative technology,” said Chairman Bilirakis. “We must prevent a fragmented patchwork of rules from each state that could stifle innovation, confuse compliance, and undermine the creation of effective, nationwide standards that protect both progress and the public. The moratorium included in this package enables us to achieve that goal.”

As Co-Chair of the Rare Disease Caucus, Congressman Bilirakis has worked tirelessly for many years to support rare disease patients and families by streamlining FDA processes and encouraging the development of treatments and cures for smaller patient populations. Two measures co-authored by Bilirakis to help rare disease patients were also included in the reconciliation package that passed out of Committee today. Children with complex medical needs may not have the specialized care they need within their home state. In these instances, parents must work with health care providers and state Medicaid officials to find out-of-state care. The process is difficult and complex, often delaying children and their families from receiving the care they desperately need – and in some cases blocking access to care all together. The Accelerating Kids’ Access to Care Act addresses this concern by allowing states to streamline the process for out-of-state pediatric care providers to enroll in another state’s Medicaid program, while also safeguarding important program integrity processes. The legislation enables smooth coordination across state lines by clarifying the process by which state Medicaid programs can cover this care regardless of where the child lives and where their care is received. The Orphan CURES Act is a bipartisan measure that would accelerate the development of new life-saving cures and provide hope to millions of Americans affected by rare diseases. Under current federal law, a drug or treatment that receives approval from the U.S. Food and Drug Administration (FDA) to exclusively treat one rare disease – commonly known as an “orphan drug” – is eligible for certain incentives, including an exemption from Medicare’s drug negotiation program. Unfortunately, those same incentives do not exist if an orphan drug receives FDA approval to treat two or more rare diseases. The result is a disincentive for American innovators to invest in the expensive and time-intensive research necessary to determine if an orphan drug could cure or treat additional rare diseases. The ORPHAN Cures Act would remedy these harmful, unintended consequences by honoring the intent of the Orphan Drug Act of 1983 and restoring proven, time-tested incentives to encourage the discovery of new cures for the narrow patient populations affected by rare diseases.

“Including these two critical provisions in the reconciliation package is a huge win for the rare disease community,”  said Congressman Gus Bilirakis who serves as Co-Chair of the Rare Disease Caucus. “My colleagues and I will continue to work toward advancing the development of treatments and cures for rare disease patients and removing regulatory barriers that prevent patients from accessing care.”

MIL OSI USA News –

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

Source: GlobeNewswire (MIL-OSI)

Photo Courtesy of Craig Du Bruyn

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

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

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

Not Borrowed. Not Earned. Inherited.

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

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

Built for Living, Not Just Leaving

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

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

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

From Passive Product to Active Platform

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

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

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

About Kaleido Life, Inc.

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

Contact Information:

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

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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Highlights

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

First Quarter Commentary

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

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

First Quarter Results

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

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

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

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

Royalty Partner Business Updates

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

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

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

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

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

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

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

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

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

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

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

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

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

Distributable Cash and Dividends Declared

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

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

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

Net Income

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

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

Availability of Annual General Meeting Materials and Leadership Update

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

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

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

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

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

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

About Diversified Royalty Corp.

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

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

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

Forward-Looking Statements

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

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

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

Non-IFRS Measures

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Third Party Information

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

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

Additional Information

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

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

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

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

The MIL Network –

May 15, 2025

MIL-OSI: MATTR Announces First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

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

Highlights include¹:

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

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

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

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

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

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

Selected Financial Highlights

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

1.0 FIRST QUARTER HIGHLIGHTS

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

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

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

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

Selected Segment Financial Highlights

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

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

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

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

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

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

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

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

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

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

2.0 OUTLOOK

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

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

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

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

3.0 CONFERENCE CALL AND ADDITIONAL INFORMATION

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

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

About Mattr

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

For further information, please contact:

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

Source: Mattr Corp.
Mattr.ER

4.0 FORWARD-LOOKING INFORMATION

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

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

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

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

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

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

5.0 RECONCILIATION OF NON-GAAP MEASURES

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

EBITDA and Adjusted EBITDA

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

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

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

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

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

Connection Technologies Segment

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

	Operating Income	$	18,041		$	14,543

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

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

Composite Technologies Segment

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

	Operating Income	$	12,807		$	4,017

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

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

Financial and Corporate

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

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

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

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

Discontinued Operations

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

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

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

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

Total Consolidated Mattr (Continuing and Discontinued Operations)

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

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

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

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

Adjusted EBITDA Margin

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

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

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

Adjusted Net Income (attributable to shareholders)

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

Adjusted Earnings Per Share (“Adjusted EPS”)

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

Total Consolidated Mattr Adjusted EPS (Continuing and Discontinued Operations)

Three Months Ended

March 31,

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

2025

2024

Earnings Per Share

Basic

Diluted

Basic

Diluted

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

52,726

0.84

(5,842

)

(0.09

)

(0.09

)

Adjustments (before tax):

Share-based incentive compensation (recovery) cost

(2,192

)

7,632

Foreign exchange loss

3,891

2,515

Loss on sale of operating unit and subsidiary

—

5,405

Restructuring costs and other, net

—

3,201

Cost associated with acquisition ^(b)

5,320

—

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

4,195

—

Tax effect of above adjustments

(1,499

)

(2,066

)

Tax impact of the AmerCable acquisition

(40,819

)

—

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

21,622

0.34

10,845

0.16

^(a)

^{Attributable to Shareholders of the Company.}

^(b)

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

^(c)

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

Total Net debt-to-Adjusted EBITDA

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

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

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

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

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

Total Interest Coverage Ratio

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

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

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

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

Modernization, Expansion and Optimization (“MEO”) Costs

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

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

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

6.0 ADDITIONAL INFORMATION

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

Dated: May 14, 2025

The MIL Network –

May 15, 2025

MIL-OSI Economics: ACP Statement on House Ways and Means Committee Advancing Tax Bill

Source: American Clean Power Association (ACP)

Headline: ACP Statement on House Ways and Means Committee Advancing Tax Bill

WASHINGTON D.C., May 14, 2025 — The American Clean Power Association (ACP) issued the following statement from ACP CEO Jason Grumet after the House Ways and Means Committee advanced the tax portion of the budget reconciliation bill:
“When Congress plays Red Light / Green Light with domestic energy production, American companies lose billions of dollars, investment stalls, and our economy suffers.
“The legislation advanced today out of House Ways and Means does not deliver an orderly phase-down of clean energy tax credits. It imposes a sudden policy shift that would raise energy costs, take paychecks away from tens of thousands of American workers, and harm the economies of small towns across the nation.
“We embrace the Administration’s goal to spur job growth and innovation through lower taxes. The Ways and Means bill would significantly raise taxes on the fastest-growing energy sector, undercutting Congress’ and the Trump Administration’s economic goals.
“America is in a race with China for digital dominance. We cannot win this race without the energy required to power AI data centers. Over 90% of the electricity added to the grid last year came from the clean sources threatened by this legislation. Now is not the time for disruptive policy that will reduce American energy production and threaten our security.
“There is a sensible way to phase down clean energy incentives. We remain committed to working with lawmakers on a path that achieves their legitimate policy goals without harming American companies, consumers, and communities.”

MIL OSI Economics –

May 15, 2025
MIL-OSI New Zealand: 2025 annual survey on privacy
Source:
15 May 2025, 09:00

Read the 2025 survey, ‘Research on Privacy Concerns and use of personal information’ (opens to PDF, 2.1MB).

Privacy Commissioner Michael Webster says public concern about privacy remains high, with particular unease around children’s privacy, social media use, and AI decision-making.

“More people are worried about the impact of technology on their privacy and are questioning what their personal information is being used for and why.”

The impact of technology is reflected in people’s privacy concerns:
- 67% of respondents are concerned about the privacy of children, including when using social media
- 63% are concerned about the management of personal information by social media companies
- 62% are concerned about government agencies or businesses using AI in decision-making.
“New Zealanders are great adopters of technology, but this survey suggests that we’re increasing becoming aware there’s also a price to pay through the loss of control over our personal information and we’re increasing worried about the implications of that.”

Nearly half of respondents say they’ve become more concerned about issues of individual privacy and personal information over the past few years. Two thirds of respondents now say protecting their personal information is a major concern in their lives. And over 80% said they wanted more control and choice over the collection and use of their personal information.

The level of concern also means many New Zealanders are willing to consider taking action if they think their right to privacy is not being protected and respected. Two-thirds of respondents said they would consider changing service providers – such as businesses – due to poor privacy practices.
MIL OSI New Zealand News –
May 15, 2025
MIL-OSI New Zealand: Privacy Week 2025: Public concern about privacy remains high
Source:
15 May 2025, 09:00

The annual privacy survey of New Zealanders was released today during Privacy Week 2025.

Privacy Commissioner Michael Webster says public concern about privacy remains high, with particular unease around children’s privacy, social media use, and AI decision-making.

“More people are worried about the impact of technology on their privacy and are questioning what their personal information is being used for and why.”

The impact of technology is reflected in people’s privacy concerns:
- 67% of respondents are concerned about the privacy of children, including when using social media
- 63% are concerned about the management of personal information by social media companies
- 62% are concerned about government agencies or businesses using AI in decision-making.
“New Zealanders are great adopters of technology, but this survey suggests that we’re increasing becoming aware there’s also a price to pay through the loss of control over our personal information and we’re increasing worried about the implications of that.”

Nearly half of respondents say they’ve become more concerned about issues of individual privacy and personal information over the past few years. Two thirds of respondents now say protecting their personal information is a major concern in their lives. And over 80% said they wanted more control and choice over the collection and use of their personal information.

The level of concern also means many New Zealanders are willing to consider taking action if they think their right to privacy is not being protected and respected. Two-thirds of respondents said they would consider changing service providers – such as businesses – due to poor privacy practices.
MIL OSI New Zealand News –
May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Recent Operational Highlights

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

First Quarter 2025 Financial Highlights

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

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

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

Conference Call Today

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

About Red Cat Holdings, Inc.

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

Forward Looking Statements

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

Contact:

INVESTORS:
E-mail: Investors@redcat.red

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


RED CAT HOLDINGS
Condensed Consolidated Balance Sheets

		March 31,			December 31,
		2025			2024
ASSETS

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

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

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

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

Condensed Consolidated Statements of Operations

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

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

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

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

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

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

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

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

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


Condensed Consolidated Statements of Cash Flows

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

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

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

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

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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

Q1 2025 FINANCIAL AND OPERATIONAL HIGHLIGHTS

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

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

______________________________

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

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

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

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

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

DECLARATION OF Q2 2025 QUARTERLY DIVIDEND

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

EXTENSION OF CREDIT FACILITIES

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

ANNUAL MEETING OF SHAREHOLDERS

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

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

Q1 2025 UNAUDITED FINANCIAL AND OPERATIONAL SUMMARY

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

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

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

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

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

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

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

2025 GUIDANCE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Q1 2025 FINANCIAL AND OPERATIONAL RESULTS

Production

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

Adjusted Funds Flow and Cash Flow From Operating Activities

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

Net Income (Loss) to Common Shareholders

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

Capital Activities and Investment

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

Debt and Credit Facilities

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

Natural Gas Market Diversification

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

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

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

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

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

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

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

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

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

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

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

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

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

OPERATIONAL UPDATE

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

Pouce Coupe

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

5-Well 04-05 Pad IP Rates

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

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

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

Gordondale

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

Elmworth

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

ABBREVIATIONS

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

NON-GAAP AND OTHER FINANCIAL MEASURES

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

Non-GAAP Financial Measures

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

Adjusted Funds Flow and Free Funds Flow

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

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

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

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

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

Transportation and Other Expense

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

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

Operating Netback

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

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

Total Capital Expenditures

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

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

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

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

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

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

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

Non-GAAP Ratios

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

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

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

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

Free Funds Flow Per Basic Common Share

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

Transportation and Other Expense Per Boe

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

Operating Netback Per Boe

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

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

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

Capital Management Measures

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

Total Debt

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

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

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

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

ADVISORIES

Unaudited Information

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

Currency

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

Boe Conversions

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

MMBtu Pricing Conversions

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

Oil and Gas Metrics

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

Production

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

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

Initial Production Rates

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

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

Finding and Development (F&D) Capital Expenditures

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

Forward-Looking Statements

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

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

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

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

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

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

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

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

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

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

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

ABOUT BIRCHCLIFF:

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

For further information, please contact:

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

Chris Carlsen – President and Chief Executive Officer

Bruno Geremia – Executive Vice President and Chief Financial Officer

The MIL Network –

May 15, 2025

MIL-OSI: Usio Announces First Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Record First Quarter Revenues of $22.0 million

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

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

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

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

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

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

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

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

Quarterly Processing and Transaction Volumes

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

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

First Quarter 2025 Revenue Detail

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

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

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

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

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

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

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

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

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

Conference Call and Webcast

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

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

About Usio, Inc.

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

Comparisons

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

About Non-GAAP Financial Measures

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

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

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

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

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

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

FORWARD-LOOKING STATEMENTS DISCLAIMER

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

Contact:

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

USIO, INC. CONSOLIDATED BALANCE SHEETS

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

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

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

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

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

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

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

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

USIO, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended March 31,
	2025			2024

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	Three Months Ended March 31,
	2025			2024

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


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

The MIL Network –

May 15, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

First Quarter 2025 Financial Highlights

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

Management Comments

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

2025 First Quarter Financial Results Overview


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

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

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

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

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

Book value per common share outstanding	$	2.09		$	0.21

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

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

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

2025 First Quarter Gross Written Premium

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

Commercial Lines Financial and Operational Review


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

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

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

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

Accident year combined ratio (1)		185.0	%		108.7	%

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

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

Personal Lines Financial and Operational Review


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

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

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

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

Accident year combined ratio		132.3	%		89.3	%

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

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

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

Combined Ratio Analysis


	Three Months Ended March 31,
	2025		2024


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

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

Accident year combined ratio	139.1	%	99.4	%

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

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

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

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

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

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

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

Forward-Looking Statement

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

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


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

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

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

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

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


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

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

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

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

Commitments and contingencies		–			–

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

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

	Three Months Ended
	March 31
	2025			2024

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

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

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

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

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

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

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

The MIL Network –

May 15, 2025

MIL-OSI: Epsilon Reports First Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

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

First Quarter 2025 Highlights:

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

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

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

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

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

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

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

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

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

Operations Update:

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

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

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

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

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

Current Hedge Book:

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

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

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

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

Earning’s Call:

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

Interested parties in the United States and Canada may participate toll-free by dialing (833) 816-1385. International parties may participate by dialing (412) 317-0478. Participants should ask to be joined to the “Epsilon Energy First Quarter 2025 Earnings Conference Call.”

A webcast can be viewed at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=Ehro2Pgc. A webcast replay will be available on the Company’s website (www.epsilonenergyltd.com) following the call.

About Epsilon

Epsilon Energy Ltd. is a North American onshore natural gas and oil production and gathering company with assets in Pennsylvania, Texas, Alberta CA, New Mexico, and Oklahoma.

Forward-Looking Statements

Certain statements contained in this news release constitute forward looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, ‘may”, “will”, “project”, “should”, ‘believe”, and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated. Forward-looking statements are based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this news release should not be unduly relied upon.

Contact Information:

281-670-0002

Jason Stabell
Chief Executive Officer
Jason.Stabell@EpsilonEnergyLTD.com

Andrew Williamson
Chief Financial Officer
Andrew.Williamson@EpsilonEnergyLTD.com


EPSILON ENERGY LTD. Unaudited Consolidated Statements of Operations (All amounts stated in US$)

	Three months ended March 31,
	2025			2024
Revenues from contracts with customers:
Gas, oil, NGL, and condensate revenue	$	14,270,790		$	6,051,045
Gas gathering and compression revenue		1,892,350			1,935,698
Total revenue		16,163,140			7,986,743

Operating costs and expenses:
Lease operating expenses		2,755,898			1,768,462
Gathering system operating expenses		552,651			552,570
Depletion, depreciation, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
General and administrative expenses:
Stock based compensation expense		385,838			321,569
Other general and administrative expenses		1,818,418			1,559,023
Total operating costs and expenses		8,995,331			6,582,050
Operating income		7,167,809			1,404,693

Other income (expense):
Interest income		15,299			266,272
Interest expense		(12,211	)		(8,760	)
Loss on derivative contracts		(1,462,170	)		(100,726	)
Other expense		(22,499	)		(533	)
Other (expense) income, net		(1,481,581	)		156,253

Net income before income tax expense		5,686,228			1,560,946
Income tax expense		1,670,194			54,050
NET INCOME	$	4,016,034		$	1,506,896
Currency translation adjustments		(50,116	)		364
Unrealized loss on securities		—			(4,609	)
NET COMPREHENSIVE INCOME	$	3,965,918		$	1,502,651

Net income per share, basic	$	0.18		$	0.07
Net income per share, diluted	$	0.18		$	0.07
Weighted average number of shares outstanding, basic		22,008,766			21,994,207
Weighted average number of shares outstanding, diluted		22,109,819			21,994,207

EPSILON ENERGY LTD. Unaudited Consolidated Balance Sheets (All amounts stated in US$)

	March 31,			December 31,
	2025			2024
ASSETS
Current assets
Cash and cash equivalents	$	6,892,735		$	6,519,793
Accounts receivable		8,003,517			5,843,722
Prepaid income taxes		—			975,963
Other current assets		647,295			792,041
Total current assets		15,543,547			14,131,519
Non-current assets
Property and equipment:
Oil and gas properties, successful efforts method
Proved properties		194,811,616			191,879,210
Unproved properties		33,425,087			28,364,186
Accumulated depletion, depreciation, amortization and impairment		(126,370,072	)		(123,281,395	)
Total oil and gas properties, net		101,866,631			96,962,001
Gathering system		43,176,418			43,116,371
Accumulated depletion, depreciation, amortization and impairment		(36,777,152	)		(36,449,511	)
Total gathering system, net		6,399,266			6,666,860
Land		637,764			637,764
Buildings and other property and equipment, net		246,894			259,335
Total property and equipment, net		109,150,555			104,525,960
Other assets:
Operating lease right-of-use assets, long term		318,604			344,589
Restricted cash		470,000			470,000
Prepaid drilling costs		22,581			982,717
Total non-current assets		109,961,740			106,323,266
Total assets	$	125,505,287		$	120,454,785

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable trade	$	2,013,172		$	2,334,732
Gathering fees payable		1,651,164			997,016
Royalties payable		2,019,819			1,400,976
Income taxes payable		924,905			—
Accrued capital expenditures		309,630			572,079
Accrued compensation		284,905			695,018
Other accrued liabilities		481,770			371,503
Fair value of derivatives		1,534,675			487,548
Operating lease liabilities		121,293			121,135
Total current liabilities		9,341,333			6,980,007
Non-current liabilities
Asset retirement obligations		3,716,029			3,652,296
Deferred income taxes		12,417,125			12,738,577
Operating lease liabilities, long term		326,527			355,776
Total non-current liabilities		16,459,681			16,746,649
Total liabilities		25,801,014			23,726,656
Commitments and contingencies (Note 11)
Shareholders’ equity
Preferred shares, no par value, unlimited shares authorized, none issued or outstanding		—			—
Common shares, no par value, unlimited shares authorized and 22,008,766 shares issued and outstanding at March 31, 2025 and December 31, 2024		116,081,031			116,081,031
Additional paid-in capital		12,504,745			12,118,907
Accumulated deficit		(38,864,654	)		(41,505,076	)
Accumulated other comprehensive income		9,983,151			10,033,267
Total shareholders’ equity		99,704,273			96,728,129
Total liabilities and shareholders’ equity	$	125,505,287		$	120,454,785

EPSILON ENERGY LTD. Unaudited Consolidated Statements of Cash Flows (All amounts stated in US$)

	Three months ended March 31,
	2025			2024
Cash flows from operating activities:
Net income	$	4,016,034		$	1,506,896
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
Accretion of discount on available for sale securities		—			(216,180	)
Loss on derivative contracts		1,462,170			100,726
Settlement (paid) received on derivative contracts		(415,043	)		488,285
Settlement of asset retirement obligation		(1,600	)		(1,653	)
Stock-based compensation expense		385,838			321,569
Deferred income tax expense (benefit)		(321,452	)		(22,993	)
Changes in assets and liabilities:
Accounts receivable		(2,159,795	)		953,714
Prepaid income taxes		978,542			(68,401	)
Other assets and liabilities		141,640			146,477
Accounts payable, royalties payable, gathering fees payable, and other accrued liabilities		91,390			(1,897,438	)
Income taxes payable		922,326			—
Net cash provided by operating activities		8,582,576			3,691,428
Cash flows from investing activities:
Additions to unproved oil and gas properties		(5,060,901	)		(3,088,198	)
Additions to proved oil and gas properties		(2,578,866	)		(17,226,449	)
Additions to gathering system properties		(104,275	)		(22,650	)
Additions to land, buildings and property and equipment		—			(7,681	)
Purchases of short term investments – available for sale		—			(4,045,785	)
Proceeds from short term investments – held to maturity		—			10,794,285
Prepaid drilling costs		960,136			1,813,808
Net cash used in investing activities		(6,783,906	)		(11,782,670	)
Cash flows from financing activities:
Buyback of common shares		—			(1,203,708	)
Dividends paid		(1,375,612	)		(1,370,409	)
Net cash used in financing activities		(1,375,612	)		(2,574,117	)
Effect of currency rates on cash, cash equivalents, and restricted cash		(50,116	)		364
Decrease in cash, cash equivalents, and restricted cash		372,942			(10,664,995	)
Cash, cash equivalents, and restricted cash, beginning of period		6,989,793			13,873,628
Cash, cash equivalents, and restricted cash, end of period	$	7,362,735		$	3,208,633

Supplemental cash flow disclosures:
Income tax paid – federal	$	80,000		$	—
Income tax paid – state (PA)	$	5,138		$	—
Income tax paid – state (other)	$	25		$	—
Interest paid	$	657		$	—

Non-cash investing activities:
Change in proved properties accrued in accounts payable	$	341,974		$	2,946,528
Change in gathering system accrued in accounts payable	$	(44,228	)	$	(3,624	)
Asset retirement obligation asset additions and adjustments	$	18,235		$	16,372

	Three months ended March 31,
	2025			2024
Net income	$	4,016,034		$	1,506,896
Add Back:
Interest income, net		(3,088	)		(257,512	)
Income tax expense		1,670,194			54,050
Depreciation, depletion, amortization, and accretion		3,475,857			2,380,426
Impairment expense		6,669			—
Stock based compensation expense		385,838			321,569
Loss on derivative contracts net of cash received or paid on settlement		1,047,127			589,011
Foreign currency translation loss		10,289			570
Adjusted EBITDA	$	10,608,920		$	4,595,010

Epsilon defines Adjusted EBITDA as earnings before (1) net interest expense, (2) taxes, (3) depreciation, depletion, amortization and accretion expense, (4) impairments of natural gas and oil properties, (5) non-cash stock compensation expense, (6) gain or loss on derivative contracts net of cash received or paid on settlement, and (7) other income. Adjusted EBITDA is not a measure of financial performance as determined under U.S. GAAP and should not be considered in isolation from or as a substitute for net income or cash flow measures prepared in accordance with U.S. GAAP or as a measure of profitability or liquidity.

Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Epsilon has included Adjusted EBITDA as a supplemental disclosure because its management believes that EBITDA provides useful information regarding its ability to service debt and to fund capital expenditures. It further provides investors a helpful measure for comparing operating performance on a “normalized” or recurring basis with the performance of other companies, without giving effect to certain non-cash expenses and other items. This provides management, investors and analysts with comparative information for evaluating the Company in relation to other natural gas and oil companies providing corresponding non-U.S. GAAP financial measures or that have different financing and capital structures or tax rates. These non-U.S. GAAP financial measures should be considered in addition to, but not as a substitute for, measures for financial performance prepared in accordance with U.S. GAAP.

The MIL Network –

May 15, 2025

MIL-OSI: Nasdaq Announces 2025 Annual Meeting of Shareholders

Source: GlobeNewswire (MIL-OSI)

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

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

About Nasdaq:

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

Media Relations Contacts:

Nick Jannuzzi
+1.973.760.1741
Nicholas.Jannuzzi@Nasdaq.com

Investor Relations Contact:

Ato Garrett
+1.212.401.8737
Ato.Garrett@Nasdaq.com

-NDAQF-

The MIL Network –

May 15, 2025

MIL-OSI: 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	)

The MIL Network –

May 15, 2025

MIL-OSI: dLocal Reports 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

First quarter 2025 financial highlights

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

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

The following table summarizes our key performance metrics:

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

Special note regarding Adjusted EBITDA and Adjusted EBITDA Margin

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Investor Relations Contact:
investor@dlocal.com

Media Contact:
media@dlocal.com

The MIL Network –

May 15, 2025

MIL-OSI: Aterian Reports 2025 First Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

Tariff Mitigation Initiatives and Cost Optimization Plan

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

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

Tariff Response

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

Cost Optimization Plan

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

Guidance Commentary

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

Webcast and Conference Call Information

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

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

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

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

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

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

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

Investor Contact:

The Equity Group

Devin Sullivan
Managing Director
dsullivan@equityny.com

Conor Rodriguez
Associate
crodriguez@equityny.com


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

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


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

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


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

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

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

Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

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

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

Contribution Margin

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


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

Adjusted EBITDA

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


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

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

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

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


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

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

The MIL Network –

May 15, 2025

MIL-OSI USA: NASA Studies Reveal Hidden Secrets About Interiors of Moon, Vesta

Source: NASA

Analyzing gravity data collected by spacecraft orbiting other worlds reveals groundbreaking insights about planetary structures without having to land on the surface.
Although the Moon and the asteroid Vesta are very different, two NASA studies use the same technique to reveal new details about the interiors of both.
In the lunar study, published May 14 in the journal Nature, researchers developed a new gravity model of the Moon that includes tiny variations in the celestial body’s gravity during its elliptical orbit around Earth. These fluctuations cause the Moon to flex slightly due to Earth’s tidal force — a process called tidal deformation — which provides critical insights into the Moon’s deep internal structure.
Using their model, the researchers produced the most detailed lunar gravitational map yet, providing future missions an improved way to calculate location and time on the Moon. They accomplished this by analyzing data on the motion of NASA’s GRAIL (Gravity Recovery and Interior Laboratory) mission, whose spacecraft, Ebb and Flow, orbited the Moon from Dec. 31, 2011, to Dec. 17, 2012.

In a second study, published in the journal Nature Astronomy on April 23, the researchers focused on Vesta, an object in the main asteroid belt between Mars and Jupiter. Using NASA’s Deep Space Network radiometric data and imaging data from the agency’s Dawn spacecraft, which orbited the asteroid from July 16, 2011, to Sept. 5, 2012, they found that instead of having distinct layers as expected, Vesta’s internal structure may be mostly uniform, with a very small iron core or no core at all.
Both studies were led by Ryan Park, supervisor of the Solar System Dynamics Group at NASA’s Jet Propulsion Laboratory in Southern California, and were years in the making due to their complexity. The team used NASA supercomputers to build a detailed map of how gravity varies across each body. From that, they could better understand what the Moon and Vesta are made of and how planetary bodies across the solar system formed.
“Gravity is a unique and fundamental property of a planetary body that can be used to explore its deep interior,” said Park. “Our technique doesn’t need data from the surface; we just need to track the motion of the spacecraft very precisely to get a global view of what’s inside.”
Lunar Asymmetry
The lunar study looked at gravitational changes to the Moon’s near and far sides. While the near side is dominated by vast plains — known as mare — formed by molten rock that cooled and solidified billions of years ago, the far side is more rugged, with few plains.

Some theories suggest intense volcanism on the near side likely caused these differences. That process would have caused radioactive, heat-generating elements to accumulate deep inside the near side’s mantle, and the new study offers the strongest evidence yet that this is likely the case.
“We found that the Moon’s near side is flexing more than the far side, meaning there’s something fundamentally different about the internal structure of the Moon’s near side compared to its far side,” said Park. “When we first analyzed the data, we were so surprised by the result we didn’t believe it. So we ran the calculations many times to verify the findings. In all, this is a decade of work.”
When comparing their results with other models, Park’s team found a small but greater-than-expected difference in how much the two hemispheres deform. The most likely explanation is that the near side has a warm mantle region, indicating the presence of heat-generating radioactive elements, which is evidence for volcanic activity that shaped the Moon’s near side 2 billion to 3 billion years ago.
Vesta’s Evolution
Park’s team applied a similar approach for their study that focused on Vesta’s rotational properties to learn more about its interior.
“Our technique is sensitive to any changes in the gravitational field of a body in space, whether that gravitational field changes over time, like the tidal flexing of the Moon, or through space, like a wobbling asteroid,” said Park. “Vesta wobbles as it spins, so we could measure its moment of inertia, a characteristic that is highly sensitive to the internal structure of the asteroid.”
Changes in inertia can be seen when an ice skater spins with their arms held outward. As they pull their arms in, bringing more mass toward their center of gravity, their inertia decreases and their spin speeds up. By measuring Vesta’s inertia, scientists can gain a detailed understanding of the distribution of mass inside the asteroid: If its inertia is low, there would be a concentration of mass toward its center; if it’s high, the mass would be more evenly distributed.
Some theories suggest that over a long period, Vesta gradually formed onion-like layers and a dense core. But the new inertia measurement from Park’s team suggests instead that Vesta is far more homogeneous, with its mass distributed evenly throughout and only a small core of dense material, or no core.
Gravity slowly pulls the heaviest elements to a planet’s center over time, which is how Earth ended up with a dense core of liquid iron. While Vesta has long been considered a differentiated asteroid, a more homogenous structure would suggest that it may not have fully formed layers or may have formed from the debris of another planetary body after a massive impact.
In 2016, Park used the same data types as the Vesta study to focus on Dawn’s second target, the dwarf planet Ceres, and results suggested a partially differentiated interior.
Park and his team recently applied a similar technique to Jupiter’s volcanic moon Io, using data acquired by NASA’s Juno and Galileo spacecraft during their flybys of the Jovian satellite as well as from ground-based observations. By measuring how Io’s gravity changes as it orbits Jupiter, which exerts a powerful tidal force, they revealed that the fiery moon is unlikely to possess a global magma ocean.
“Our technique isn’t restricted just to Io, Ceres, Vesta, or the Moon,” said Park. “There are many opportunities in the future to apply our technique for studying the interiors of intriguing planetary bodies throughout the solar system.”
News Media Contacts
Ian J. O’NeillJet Propulsion Laboratory, Pasadena, Calif.818-354-2649ian.j.oneill@jpl.nasa.gov
Karen Fox / Molly WasserNASA Headquarters, Washington202-358-1600karen.c.fox@nasa.gov / molly.l.wasser@nasa.gov

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: Sens. Scott, Coons Reintroduce Legislation to Remove Unnecessary Burdens on Nuclear Licensing

US Senate News:

Source: United States Senator for South Carolina Tim Scott
WASHINGTON — Today, U.S. Senators Tim Scott (R-S.C.) and Chris Coons (D-Del.) reintroduced the Efficient Nuclear Licensing Hearings Act, which would boost the efficiency and effectiveness of the Nuclear Regulatory Commission (NRC) by eliminating outdated processes currently required of the NRC when reviewing new nuclear reactor applications. More specifically, the bill removes the NRC’s mandatory hearing requirement created by the Atomic Energy Act of 1954 without limiting opportunities for public engagement.
“As we work to address efficiency and remove burdensome red tape, refining the NRC’s nuclear reactor license process will ensure South Carolina remains a leader in domestic nuclear energy production while also paving the way for other states to follow our lead,” said Senator Scott. “Our efforts will move us in the right direction for a more secure and robust energy future.”
“To lower costs for consumers and combat climate change, we have to deliver reliable sources of clean and abundant power, including nuclear energy,” said Senator Coons.“The U.S has only opened a handful of new units in the last three decades, and with electrification and new data centers for artificial intelligence driving tremendous increases in demand for power, we need to remove unnecessary barriers to deploying our world-class nuclear energy technology. This bill takes an important step in cutting red tape that limits the expansion of nuclear construction.”
“NIA applauds Senators Tim Scott and Chris Coons for introducing the Efficient Nuclear Licensing Hearings Act. This bill removes the duplicative requirement for Nuclear Regulatory Commission hearings on uncontested reactor license applications. The legislation builds on NRC’s ongoing improvements in effectiveness and efficiency, while allowing for robust public engagement. Timely licensing is important to the successful commercialization of new nuclear technologies,” said Judi Greenwald, Executive Director of Nuclear Innovation Alliance.
“An efficient and predictable licensing process is key for companies considering new nuclear technologies,” said Niko McMurray, ClearPath Action’s Managing Director of International and Nuclear Policy. “Removing duplicative processes that do not limit opportunities for public engagement or negatively impact public health and safety allows the NRC staff to focus on what is important. The Efficient Nuclear Licensing Hearings Act strikes that balance.”
“Mandatory hearings increase NRC Staff hours by 5-15% beyond the necessary safety and environmental reviews. Since many of these hearings are uncontested, they often involve merely rehashing already-examined topics and do not result in new findings or improve the protection of the public or the environment. This legislation will provide the NRC with the flexibility it previously requested, allowing it to focus resources on critical efforts while maintaining public engagement and retaining the option to hold a hearing when necessary,” said Adam Stein, Director of Nuclear Energy and Innovation of the Breakthrough Institute.
“Nuclear energy is a key component to an all-of-the-above strategy. The process to build new nuclear power plants is outdated and must be rethought to ensure rapid deployment,” said Citizens for Responsible Energy Solutions (CRES) President Heather Reams. “CRES is proud to support Sen. Tim Scott’s bipartisan Efficient Nuclear Licensing Hearings Act, a commonsense improvement that will streamline the approval process for nuclear reactors and save taxpayer dollars while still upholding the high licensing standards of the Nuclear Regulatory Commission.”
The Efficient Nuclear Licensing Hearings Act is also supported by the Nuclear Energy Institute (NEI), Third Way, The Nuclear Company (TNC), and Conservatives for Clean Energy.
The full text of the bill can be found here.
Background:
The NRC is currently required by law to hold a mandatory public hearing on every reactor license application towards the end of the licensing process, even after the NRC conducts statutorily required environmental and safety reviews that leave ample room for public engagement by stakeholders and interested citizens.
While these “mandatory hearings” provide the public with an opportunity to petition the NRC to intervene and contest the application, in many cases, the hearings are noncontroversial and go uncontested. In these situations where the applications go uncontested, the NRC is still required by statute to hold the hearing, devoting thousands of manhours to provide a public hearing with negligible impacts on the actual public.
The original justification for an uncontested mandatory hearing was to provide an open forum in which the details of reactor project applications were aired publicly and debated. In 1957, when the mandatory hearing was created in statute, nuclear energy was undoubtedly in a “developmental” period, as the United States had zero commercial nuclear power reactors in operation. Today, the U.S. has over 90 commercial reactors operating in 54 nuclear power plants in 28 different states.
Getting rid of this duplicative hearing requirement will create more efficiency at the NRC at a time when the agency’s resources should be streamlined by Congress in order to bring its licensing processes into the 21st century.

MIL OSI USA News –

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

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

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

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

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

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

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

Top 20 Moonshots Stage™ Ventures of 2025

Organized by sector and listed alphabetically

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

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

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

About the Moonshots Stage™

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

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

Learn more at nacosummit.com

Media Contact:

media@nacocanada.com / www.nacocanada.com

About National Angel Capital Organization (NACO)

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

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

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

Learn more at nacocanada.com

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

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

The MIL Network –
May 15, 2025
MIL-OSI USA: MAINE PUBLIC UTILITIES COMMISSION INITIATES INQUIRY ON THE FUTURE OF NATURAL GAS AND STATE DECARBONIZATION GOALS

Source: US State of Maine

Commission seeks input on aligning natural gas utility planning with Maine’s climate commitments

May 14, 2025

Hallowell, Maine– The Maine Public Utilities Commission (MPUC) has initiated an inquiry to explore the implications of the state’s decarbonization goals for natural gas utilities and their customers, and to solicit information from interested stakeholders. The proceeding seeks to develop a consistent framework for incorporating greenhouse gas (GHG) emissions impacts into the Commissions decision-making around gas infrastructure investments and contractual commitments, evaluate the consistency of these investments with state climate goals, and assess the broader future of natural gas in Maine.

Under Maine law, the Commission is charged with ensuring safe, reasonable, and adequate utility service; minimizing the cost of energy for consumers; ensuring that regulated rates are just and reasonable; and facilitating the states progress toward required GHG emissions reductions. Maines statutory climate commitments require the state to achieve carbon neutrality by 2045, reduce GHG emissions by 45% by 2030, and achieve an 80% reduction by 2050 from 1990 levels.

“This inquiry builds on a number of prior orders issued by the Commission and a great deal of thoughtful, diligent work by our staff,” said Commission Chair Philip L. Bartlett II. It sets the stage for a successful and constructive proceeding to help align utility planning with Maines climate commitments.

The Commission has issued an initial set of questions and invites interested parties to submit comments by June 10, 2025. Topics include:

-What new information or analyses are needed to inform the Commissions ongoing decisions with respect to natural gas in Maine?

-What frameworks exist in other states?

-How should the Commission approach gas utility expansion given the States GHG reduction and climate goals and the Commissions statutory authority with respect to gas utilities?

-How are or how should Maines gas utilities consider and prepare for potential reductions in the number of gas utility customers and declines in overall usage attributable to factors related to the States climate policies?

-What potential changes are or should gas utilities consider to their business models?

Participant funding may be available to qualifying individuals or organizations in accordance with MPUC Rules, Chapter 840. More information on intervener funding is available at: www.maine.gov/mpuc/about/intervener-funding.

The Commission encourages robust stakeholder participation in this proceeding, which will help shape how Maine balances energy affordability, safety, and system reliability while meeting its climate obligations. More information on this case may be found at https://mpuc-cms.maine.gov/CQM.Public.WebUI/Common/CaseMaster.aspx?CaseNumber=2025-00145

About the Commission

The Maine Public Utilities Commission regulates electric, telephone, water and gas utilities to ensure that Maine citizens have access to safe and reliable utility service at rates that are just and reasonable for all ratepayers while also helping achieve reductions in state greenhouse gas emissions. Commission programs include Maine Enhanced 911 Service, and safety programs. Philip L. Bartlett, II serves as Chair, Patrick Scully and Carolyn Gilbert serve as Commissioners.

Learn more about the Commission at https://www.maine.gov/mpuc/.

CONTACT: Susan Faloon, Media Liaison CELL: 207-557-3704 EMAIL: susan.faloon@maine.gov WEBSITE: https://www.maine.gov/mpuc/

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: Office of the Governor — Flag Order — Gov. Green Lowers Flags In Observance Of Peace Officers Memorial Day

Source: US State of Hawaii

Office of the Governor — Flag Order — Gov. Green Lowers Flags In Observance Of Peace Officers Memorial Day

Posted on May 14, 2025 in Flag Orders, Latest Department News, Newsroom, Office of the Governor Press Releases

STATE OF HAWAIʻI
KA MOKU ʻĀINA O HAWAIʻI

JOSH GREEN, M.D.
GOVERNOR
KE KIAʻĀINA

GOVERNOR GREEN LOWERS FLAGS IN OBSERVANCE OF PEACE OFFICERS MEMORIAL DAY

FOR IMMEDIATE RELEASE
May 14, 2025

HONOLULU – At the direction of the President of the United States, Governor Josh Green, M.D., has ordered that the United States flag and the Hawaiʻi state flag be flown at half-staff at the Hawaiʻi State Capitol and at all state offices and agencies as well as the Hawaiʻi National Guard in the state of Hawaiʻi, effective from sunrise to sunset on Thursday, May 15. The Governor is taking this action to recognize “Peace Officers Memorial Day” and the week in which it falls, “Police Week.”

This action aims to pay tribute to the law enforcement officers who have tragically lost their lives in the line of duty while serving and protecting others.

“Today we remember the fallen heroes who gave everything to protect our communities,” said Governor Green. “Their sacrifice reflects an unmatched dedication to keeping us safe and their bravery will always be honored. We are forever thankful for their service, as well as for all of the law enforcement officers who continue to keep us safe.”

###

Media Contacts:
Erika Engle
Press Secretary
Office of the Governor, State of Hawai‘i
Office: 808-586-0120
Email: [email protected]

Makana McClellan
Director of Communications
Office of the Governor, State of Hawaiʻi
Cell: 808-265-0083
Email: [email protected]

MIL OSI USA News –

May 15, 2025
MIL-OSI USA: Bergman Introduces Bipartisan Resolution to Strengthen U.S.-Israel Defense Partnership

Source: United States House of Representatives – Congressman Jack Bergman (MI-1)

On Wednesday, Rep. Jack Bergman (MI-01), joined by Reps. Davis (NC-01), Golden (ME-02), and Goldman (TX-12), introduced a resolution reaffirming the United States’ steadfast commitment to Israel and calling for expanded U.S.-Israel defense cooperation in the face of evolving global threats.

The resolution emphasizes the deep strategic alliance between the two nations, citing shared democratic values, regional stability priorities, and extensive military collaboration—including joint work on the Iron Dome, David’s Sling, and Arrow missile defense systems.

“Our partnership with Israel is rooted in trust, strength, and shared national security interests,” said Rep. Jack Bergman. “As threats grow more complex—ranging from cyberattacks to terrorism and state-sponsored aggression—we must double down on defense innovation and intelligence sharing. This resolution makes clear that Israel’s security is America’s security.”

“In an increasingly dangerous world, the alliance between the United States and Israel has taken on even greater significance. Our partnership, marked by deepening bilateral defense collaboration, counters the threats posed by global extremists,” said Congressman Don Davis. “By working closely, we will only strengthen our national security and reinforce the fundamental principles that unite us—democracy and freedom.”

“When our allies embrace their responsibility to help defend against mutual threats, families are safer in both of our countries,” said Congressman Jared Golden. “Israel has stepped up to the plate to counter the drone and digital tactics favored by our enemies. I fully support the continued coordination of intelligence and defense efforts to protect Americans and Israelis alike from both independent terrorist organizations and state-sponsored aggressors.”

Rep. Craig Goldman stated, “For decades, the United States has stood shoulder to shoulder with Israel, demonstrating our steadfast partnership. I’m proud to join Representatives Bergman, Davis, and Golden in co-sponsoring this resolution to strengthen the U.S.-Israel defense partnership. This measure reaffirms our security cooperation and emphasizes our commitment to expanding defense collaboration between our two nations. The national security of both the United States and Israel depends on a strong and enduring defense alliance.”

The resolution highlights recent advancements in joint defense initiatives such as counter-unmanned aircraft systems (C–UAS) and anti-tunneling technologies, developed through cooperation at the Irregular Warfare Support Directorate. It also calls for prioritizing emerging technologies like artificial intelligence and cybersecurity during the renegotiation of the U.S.-Israel Memorandum of Understanding (MOU).

If adopted, the resolution would reaffirm congressional support for Israel’s right to self-defense, endorse further investment in bilateral defense initiatives, and ensure Israel retains its qualitative military edge in an increasingly volatile region.

Rep. Bergman concluded, “This resolution reinforces a message our adversaries must hear loud and clear: the United States stands firmly with Israel—today, tomorrow, and in the future.”

MIL OSI USA News –

May 15, 2025
MIL-OSI: Nasdaq Applauds Signing of Senate Bill 29, Strengthening Texas’ Standing as a National Leader in Corporate Governance and Innovation

Source: GlobeNewswire (MIL-OSI)

AUSTIN, Texas, May 14, 2025 (GLOBE NEWSWIRE) — Today, Nasdaq issued a statement in support of Texas Senate Bill 29 after Governor Abbott signed the bill into law. This legislation, which codifies the Business Judgment Rule and promotes predictability in corporate governance litigation, enhances Texas’ competitiveness as a jurisdiction for incorporation and business growth. Nasdaq’s Executive Vice Chairman Ed Knight joined Governor Abbott, leadership from the Texas legislature, and other Texas business community leaders for the signing ceremony.

“Senate Bill 29 is a milestone for corporate governance in Texas. By embracing smart, innovation-focused regulation like SB 29, Texas is showing the world what it means to lead on economic growth and modern, clear governance principles,” said Ed Knight, Executive Vice Chairman of Nasdaq. “We commend Senator Bryan Hughes, Representative Morgan Meyer, and Governor Greg Abbott for advancing legislation that strengthens Texas’ position as a global center for capital formation.”

Texas has become a national model for innovation-driven policy that balances economic growth with investor confidence. The passage of SB 29 aligns with Nasdaq’s mission to promote fair, efficient, and accessible capital markets, and reinforces Texas as a destination for corporate formation and public company investment. Nasdaq has a longstanding history of advocating for clients by minimizing the complexity associated with navigating the public markets. Its efforts for corporate issuers encompass addressing issues such as the SEC’s proposed climate disclosure rules, cyber disclosure rules, proxy advisory reform, AI regulation, PCAOB reforms, and emerging growth company timelines.

“At Nasdaq, we are honored to have been part of the Texas community for nearly two decades” said Rachel Racz, Senior Vice President, Head of Listings for Texas, Southern U.S. and Latin America at Nasdaq. “We remain committed to advocating for our clients on both a federal and local level and supporting the bold Texas leadership that continues to power our state’s dynamic economy.”

Nasdaq’s presence in Texas continues to expand. The company recently announced the opening of a new regional headquarters in Dallas, serving as a Southeast hub and convening space for its Texas-based clients. Nasdaq currently is home to over 200 listed companies headquartered in the state and generates over $750 million in revenues in Texas and the Southeast region of the U.S., partnering with over 2,000 clients, approximately 800 of which are based in Texas.

About Nasdaq

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

Nasdaq Media Contact

Michelle Mendiola
(646) 634-8350
michelle.mendiola@nasdaq.com

Chris Hayden
(301) 523-5829
christopher.hayden@nasdaq.com

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, information regarding our regional presence. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The MIL Network –

May 15, 2025
MIL-OSI Europe: Answer to a written question – Massive brain drain from EU universities is an existential threat to Europe’s future – E-001033/2025(ASW)
Source: European Parliament
Establishing measures to attract and retain talents and counter brain drain is a priority for the Commission, as human capital is fundamental for the competitiveness of research and innovation and of the European economy.

The new European framework for research careers and the new European Charter for Researchers[1] support attractive careers and working conditions in universities and beyond, contributing to a balanced mobility of research talents between EU countries and sectors, to retaining European talents, and to attracting international ones.

Horizon Europe[2] supports the implementation of the new framework, for example via the Human Resources Excellence in Research award[3], a Mutual Learning Exercise[4] supporting the exchange of good practices by Member States[5], and a Talent Ecosystems pilot call supporting attractive careers for early-career researchers[6]. Additional measures to ensure attractive careers are expected in the European Research Area (ERA) Policy Agenda 2025-2027[7] with Horizon Europe funding. A proposal for a legislative ERA Act is due in 2026, including measures to further strengthen researchers’ careers and mobility.

The Marie Sklodowska-Curie Actions (MSCA)[8] play a pivotal role in retaining European researchers, bringing European talents back to Europe and attracting foreign ones[9]. A new Choose Europe MSCA action is foreseen to be launched in 2025 to provide excellent researchers coming to Europe with pathways to more stable and attractive employment.

The European Universities alliances funded by Erasmus+ continue to support the European academic community, as they offer enhanced global visibility and attractive career development within the institutions of the alliances and across diverse ecosystems[10].

[1] OJ C, C/2023/1640, 29.12.2023.

[2] https://research-and-innovation.ec.europa.eu/funding/funding-opportunities/funding-programmes-and-open-calls/horizon-europe_en .

[3] https://euraxess.ec.europa.eu/hrexcellenceaward.

[4] Under the Horizon Europe Policy Support Facility.

[5] https://projects.research-and-innovation.ec.europa.eu/en/statistics/policy-support-facility/psf-challenge/mutual-learning-exercise-research-careers .

[6] https://ec.europa.eu/info/funding-tenders/opportunities/portal/screen/opportunities/topic-details/HORIZON-WIDERA-2024-ERA-02-03?isExactMatch=true&status=31094501,31094503,31094502&frameworkProgramme=43108390&callIdentifier=HORIZON-WIDERA-2024-ERA-02&order=ASC&pageNumber=1&pageSize=50&sortBy=identifier .

[7] Proposal for a Council Recommendation on the European Research Area Policy Agenda 2025-2027, COM(2025)0062 final.

[8] https://marie-sklodowska-curie-actions.ec.europa.eu/ .

[9] See European Commission: AIT, CSES, Directorate-General for Education, Youth, Sport and Culture, PPMI, Dėlkutė, R. et al., Study on mobility flows of researchers in the context of the Marie Sklodowska-Curie Actions — Analysis and recommendations towards a more balanced brain circulation across the European Research Area — Final report, Publications Office of the European Union, 2022, https://data.europa.eu/doi/10.2766/401134.

[10] European Commission: Directorate-General for Education, Youth, Sport and Culture, PPMI, Grumbinaitė, I., Colus, F. and Buitrago Carvajal, H., Report on the outcomes and transformational potential of the European Universities initiative, Publications Office of the European Union, 2025, https://data.europa.eu/doi/10.2766/32313.
Last updated: 14 May 2025
MIL OSI Europe News –
May 15, 2025
MIL-OSI Europe: Answer to a written question – Environmental impact of the Commission’s AI Continent strategy – E-000722/2025(ASW)
Source: European Parliament
The initiatives of the artificial intelligence (AI) Continent Action Plan[1] are aligned with the EU Green Deal. The hosting sites of the AI Factories were notably selected on sustainability criteria. The AI Factory initiative emphasises green computing through energy-efficient supercomputers, dynamic power saving methods, and advanced cooling systems. The AI Factory in Jülich will be built around the JUPITER Exascale Supercomputer, whose first module currently is the world’s most energy-efficient system[2]. Additionally, the Commission will hold dialogues with consortia interested in launching sustainable AI Gigafactories.

Moreover, the upcoming Cloud and AI Development Act will create the incentives to build sustainable data centres. It will aim to advance research and innovation in resource-efficient data processing infrastructures, software, and services that enable the development and adoption of AI. This includes research to improve the integration of data centres into energy and water systems. Likewise, the announced strategic roadmap for digitalisation and AI in the energy sector will propose measures to facilitate the sustainable integration of data centres into the energy system, and the forthcoming Water Resilience Strategy will look at reducing water footprint.

The AI Act[3] requires providers of general-purpose AI models to document the computational resources used to train the model and known or estimated energy consumption[4]. The Commission, through its AI Office, is currently steering the development of a code of practice with commitments on how to implement those rules[5]. Further voluntary codes of conduct will be drawn up in the future, including as regards environmental sustainability of AI systems[6].

[1] https://commission.europa.eu/topics/eu-competitiveness/ai-continent_en

[2] https://top500.org/lists/green500/.

[3] https://eur-lex.europa.eu/eli/reg/2024/1689/oj/eng.

[4] See point (a) of Article 53(1) and points (d) and (e) of Annex XI(2) AI Act.

[5] See Article 56 AI Act. According to Article 56(9) AI Act, this code of practice should be ready in May 2025, in anticipation of the rules for general-purpose AI models entering into application on 2 August 2025 according to point (b) of Article 113 AI Act.

[6] See point (b) of Article 95(2) AI Act.
Last updated: 14 May 2025
MIL OSI Europe News –
May 15, 2025

Category: Machine Learning

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

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

Chairman of the State Duma Vyacheslav Volodin

Minister of Education Sergey Kravtsov

Minister of Science and Higher Education Valery Falkov

Rep. Clyde Announces 2025 Congressional Art Competition Winners

Commission seeks input on aligning natural gas utility planning with Maine’s climate commitments

Office of the Governor — Flag Order — Gov. Green Lowers Flags In Observance Of Peace Officers Memorial Day