Author: GlobeNewswire

Dundee Corporation Executes on Key Strategic Initiatives and Announces Q3 Profit

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TORONTO, Nov. 13, 2024 (GLOBE NEWSWIRE) — “Dundee is pleased to announce a strong and transformative quarter, marked by broad positive performance in our core investment portfolio and key initiatives that further align our capital structure with our long-term growth objectives.” said Jonathan Goodman, President and Chief Executive Officer of Dundee Corporation. “During the quarter, we sold 11 million shares of our position in G Mining Ventures Corp. for proceeds of $95.9 million, which was partially used to redeem both classes of our preferred shares and substantially pay down our outstanding loan balance. The redemption of the preferred shares is a significant milestone, enhancing our financial flexibility and positioning the company for continued, sustainable growth for the long-term. In addition, we backstopped an $8.0 million rights offering for Maritime Resources Corp. to support the company’s strategic plan to substantially derisk the restart of the Hammerdown Mine and, in the process, increased our ownership interest in the company to 43% on an undiluted basis.   Furthermore, we have continued to make progress on divesting our non-core assets with the sale of our flow-through funds. This will further streamline our operations and, importantly, allow us to place even greater focus on executing our core strategy.”

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“Our success in the current quarter underscores the strength of our core strategy, driven by strong investment performance amidst record gold prices and continued progress on cost reduction efforts. We foresee numerous opportunities on the horizon, as the market, in our opinion, continues to undervalue companies engaged in the discovery and development of high-quality precious metals, as well as base metals and strategic resources. We see a compelling value proposition in the disconnect between metals prices and mining stocks. Given the opportunity set we are seeing, while we have more ideas than capital, we remain very focused on our core asset base. We are committed to long-term investments in high-quality projects, acting as advisors and partners to our investee companies to maximize asset value and achieve their full potential.”

Mr. Goodman concluded: “The entire team at Dundee continues to work diligently to implement and execute our strategy across all fronts. I am encouraged by our ability to sustain and grow our momentum in 2024 as we look forward to the opportunities ahead of us. Our team remains committed to growing the core business, and positioning Dundee to deliver long-term, sustainable value for our stakeholders, shareholders and partners. I would like to thank the entire team for their hard work in navigating a time of continued evolution.”

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SOLID THIRD QUARTER AND FIRST NINE MONTHS OF 2024 RESULTS

  • In August 2024, the Corporation sold 11,000,000 shares of G Mining Ventures Corp. (“GMIN”) for net proceeds to the Corporation of $95.9 million. The Corporation continues to hold 2,919,921 shares of GMIN.
  • Upon the sale of GMIN, the Corporation partially repaid $14.0 million of its outstanding loan with Earlston Investments Corp.
  • In September 2024, the Corporation paid an aggregate of $46.7 million to exercise its option to redeem all its outstanding Preference Shares Series 2 and Preference Shares Series 3 at a price of $25.00 per share and pay the final associated dividends, saving the Corporation approximately over $4.0 million per annum in dividend and associated tax payments.
  • In September 2024, Dundee backstopped an $8.0 million rights offering for Maritime Resources Corp. (“Maritime”) and made purchases pursuant to private agreements to acquire approximately 253.0 million common shares of the company and increase our undiluted ownership interest to 43%. The Corporation earned 33.2 million compensation warrants for backstopping the rights offering.
  • Reported net income from portfolio investments for the third quarter of 2024 of $10.1 million (2023 – loss of $24.7 million). The key drivers of performance during the quarter included a $5.8 million market appreciation in the Corporation’s investment in Ausgold Limited (“Ausgold”), a $4.9 million investment gain in Saturn Metals Limited (“Saturn”) and a $4.6 million investment gain in Greenheart Gold Inc. (“Greenheart”).    For the nine months ended September 30, 2024, the Corporation reported net income from portfolio investments of $68.0 million (2023 – loss of $22.2 million). The top performer of 2024 was the $53.6 million fair value gain in Reunion Gold Corporation.
  • On October 7, 2024, the Corporation announced the completion of the sale of 8,000 shares of TauRx to a private investor at a price of US$125.00 per share for proceeds of US$1.0 million (Cdn$1.4 million).
  • Reported consolidated general and administrative expenses for the third quarter of $4.3 million (2023 – $4.6 million). Excluding share-based compensation of $0.8 million (2023 – $0.5 million), consolidated general and administrative expenses declined 16% year-over-year. For the nine months ended September 30, 2024, the Corporation reported consolidated general and administrative expenses of $12.5 million (2023 – $13.6 million).
  • Reported net earnings attributable to owners of the Corporation for the third quarter of 2024 of $7.3 million (2023 – loss of $26.5 million), or earnings of $0.07 per share (2023 – a loss of $0.31 per share). For the nine months ended September 30, 2024, the Corporation reported net earnings attributable to owners of the Corporation of $67.3 million (2023 – loss of $36.0 million), or earnings of $0.73 per share (2023 – a loss of $0.43 per share).

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SEGMENTED FINANCIAL RESULTS

Mining Investments

In the third quarter of 2024, the Corporation reported net earnings before taxes from the mining investments segment of $10.4 million (2023 – loss of $23.3 million). Performance from the mining portfolio investments generated income of $9.0 million (2023 – loss of $25.6 million), which is included in net earnings or loss from this segment. Notable performers during the quarter include gains of $5.8 million in Ausgold, $4.9 million in Saturn and $4.6 million in Greenheart, respectively, offset by a $9.8 million loss in GMIN. The share of income from equity accounted mining investments during the third quarter of 2024 was $0.7 million (2023 – $3,000).

During the first nine months of 2024, the Corporation reported net earnings before taxes from the mining investments segment of $65.8 million (2023 – loss of $22.4 million). Performance from the mining investments portfolio contributed $65.1 million (2023 – loss of $22.7 million) to net earnings or loss before taxes in this segment. The key driver of performance during this period was a $53.6 million market appreciation in the Corporation’s investment in Reunion Gold Corporation. The share of loss from equity accounting mining investments during the first nine months 2024 was $0.1 million (2023 – $1.9 million).

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Corporate and others

The Corporation reported pre-tax losses from the corporate and others segment, including non-core subsidiaries, of $2.0 million (2023 – $3.5 million) during the three months ended September 30, 2024. During the first nine months of 2024, the corporate and others segment reported pre-tax earnings of $6.0 million (2023 – loss of $11.7 million).

The fair value of non-mining portfolio investments in the corporate and others segment increased by $1.2 million (2023 – $0.9 million) during the third quarter of the current year. The fair value of portfolio investments in this segment increased by $2.8 million (2023 – $0.5 million) during the first nine months of 2024.

In the third quarter, the segment’s non-mining equity accounted investments reported pre-tax earnings of $0.7 million (2023 – loss of $0.6 million). During the same period, the segment’s subsidiaries reported pre-tax losses of $0.4 million (2023 – $1.1 million). During the first nine months of 2024, the segment’s non-mining equity accounted investments and subsidiaries reported pre-tax losses of $0.4 million (2023 – $2.1 million) and $1.2 million (2023 – $3.1 million), respectively.

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Mining Services

During the three months ended September 30, 2024, the mining services segment, comprised of the Corporation’s 78%-owned subsidiary, Dundee Sustainable Technologies Inc. (“Dundee Technologies”), reported a pre-tax loss of $0.8 million (2023 – $0.6 million). During the first nine months of 2024, Dundee Technologies incurred a pre-tax loss of $3.4 million (2023 – $3.1 million).

SHAREHOLDERS’ EQUITY ON A PER SHARE BASIS

           
Carrying value as at September 30, 2024   December 31, 2023   
Mining Investments        
Portfolio investments $ 96,530   $ 126,671    
Equity accounted investments   27,262     15,731    
Royalty   18,921     18,921    
      142,713     161,323    
Corporate and Others        
Corporate   39,418     18,342    
Portfolio investments ‒ other   71,311     68,482    
Equity accounted investments ‒ other   26,921     28,874    
Real estate joint ventures   2,977     2,852    
Subsidiaries   4,862     7,738    
      145,489     126,288    
Mining Services        
Subsidiaries   3,036     2,439    
Equity accounted investment       98    
      3,036     2,537    
           
SHAREHOLDERS’ EQUITY $ 291,238   $ 290,148    
Less: Shareholders’ equity attributable to holders of:        
  Preference Shares, series 2       (27,667 )  
  Preference Shares, series 3       (18,125 )  
SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO CLASS A SUBORDINATE SHARES AND CLASS B SHARES OF THE CORPORATION $ 291,238   $ 244,356    
           
Number of shares of the Corporation issued and outstanding:        
  Class A Subordinate Shares   86,279,255     85,832,805    
  Class B Shares   3,114,491     3,114,491    
Total number of shares issued and outstanding   89,393,746     88,947,296    
           
SHAREHOLDERS’ EQUITY ON A PER SHARE BASIS * $ 3.26   $ 2.75    

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*  Shareholders’ Equity on a per share basis is calculated as total shareholders’ equity per the financial statements, less the carrying amount of Preference shares, series 2 and series 3, and divided by the total number of Class A and Class B shares issued and outstanding.

The Corporation’s unaudited interim consolidated financial statements as at and for three and nine months ended September 30, 2024 and 2023, along with the accompanying management’s discussion and analysis, have been filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may be viewed by interested parties under the Corporation’s profile at www.sedarplus.ca or the Corporation’s website at www.dundeecorporation.com.

ABOUT DUNDEE CORPORATION:

Dundee Corporation is a public Canadian independent holding company, listed on the Toronto Stock Exchange under the symbol “DC.A”. Through its operating subsidiaries, Dundee Corporation is an active investor focused on delivering long-term, sustainable value as a trusted partner in the mining sector with more than 30 years of experience making accretive mining investments.

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FORWARD-LOOKING STATEMENTS:

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Dundee Corporation’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dundee Corporation’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the Annual Information Form of Dundee Corporation and subsequent filings made with securities commissions in Canada. Dundee Corporation does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

FOR FURTHER INFORMATION PLEASE CONTACT:

Investor and Media Relations
T: (416) 864-3584
E: ir@dundeecorporation.com


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Featured Local Savings

Northland Power Reports Third Quarter 2024 Results

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Baltic Power, Hai Long and Oneida projects continue to make construction progress

Baltic Power, Hai Long and Oneida projects continue to make construction progress

TORONTO, Nov. 13, 2024 (GLOBE NEWSWIRE) — Northland Power Inc. (“Northland” or the “Company”) (TSX: NPI) reported today financial results for the three and nine months ended September 30, 2024. All dollar amounts set out herein are in thousands of Canadian dollars, unless otherwise stated.

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“Northland’s third quarter results were negatively impacted by the Gemini cable outage and lower offshore wind production but on a full year basis Northland continues to remain on track to achieve our full year guidance, given the strong performance in the first half of the year,” said John Brace, Northland’s Interim President and CEO. “We continue to make progress on our three construction projects in Taiwan, Poland and Canada. Following the regrettable safety incident in August, construction of the Hai Long onshore substation is progressing according to its recovery plans. We also have a number of exciting development opportunities in core markets across our development pipeline.”

Third Quarter Highlights

Financial results for the three months ended September 30, 2024 were lower compared to the same quarter of 2023, primarily due to lower production at offshore wind facilities and lower revenue from the Spanish portfolio. This decrease was partially offset by the contribution from the New York onshore wind projects that achieved commercial operations in October 2023 and higher revenue from EBSA due to growth in asset base and rate escalations.

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Financial Results

  • Sales decreased to $491 million from $513 million in 2023.
  • Gross Profit decreased to $444 million from $458 million in 2023.
  • Net
    Loss was $191 million compared to net income of $43 million in 2023.
  • Adjusted EBITDA (a non-IFRS measure) decreased to $228 million from $267 million in 2023.
  • Adjusted Free Cash Flow per share (a non-IFRS measure) decreased to $0.08 from $0.25 in 2023.
  • Free Cash Flow per share (a non-IFRS measure) decreased to $0.00 from $0.14 in 2023.

The following table presents key IFRS and non-IFRS financial measures and operational results. Sales, gross profit, operating income and net income, as reported under IFRS, include consolidated results of entities not wholly owned by Northland, whereas Northland’s non-IFRS financial measures include only Northland’s proportionate ownership interest.

Summary of Consolidated Results            
(in thousands of dollars, except per share amounts) Three months ended September 30,
    Nine months ended September 30,
 
      2024       2023       2024       2023  
FINANCIALS              
  Sales $ 490,503     $ 513,290     $ 1,774,397     $ 1,606,558  
  Gross profit   444,489       458,316       1,625,319       1,454,687  
  Operating income   98,127       146,188       596,321       521,355  
  Net income (loss)   (190,733 )     42,987       220,920       171,786  
  Net income (loss) attributable to shareholders   (178,162 )     36,166       143,531       110,401  
  Adjusted EBITDA (a non-IFRS measure) (2)   227,756       267,258       949,812       851,212  
                 
  Cash provided by operating activities   195,923       148,005       669,337       649,345  
  Adjusted Free Cash Flow (a non-IFRS measure) (2)   19,447       63,917       313,771       306,690  
  Free Cash Flow (a non-IFRS measure) (2)   1,189       36,316       269,984       232,297  
  Cash dividends paid   50,210       52,137       151,204       153,332  
  Total dividends declared (1) $ 77,422     $ 76,036     $ 231,182     $ 227,101  
                 
Per Share              
  Weighted average number of shares — basic and diluted (000s)   257,873       253,279       256,673       252,152  
  Net income (loss) attributable to common shareholders — basic and diluted $ (0.70 )   $ 0.14     $ 0.54     $ 0.42  
  Adjusted Free Cash Flow — basic (a non-IFRS measure) (2) $ 0.08     $ 0.25     $ 1.22     $ 1.22  
  Free Cash Flow — basic (a non-IFRS measure) (2) $ 0.00     $ 0.14     $ 1.05     $ 0.92  
  Total dividends declared $ 0.30     $ 0.30     $ 0.90     $ 0.90  
                 
ENERGY VOLUMES              
  Electricity production in gigawatt hours (GWh)   2,196       2,172       8,210       7,027  
(1) Represents total dividends paid to common shareholders, including dividends in cash or in shares under Northland’s dividend reinvestment plan.
(2) See Forward-Looking Statements and Non-IFRS Financial Measures below.

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Third Quarter Results Summary

Offshore wind facilities

Electricity production for the three months ended September 30, 2024 decreased by 10% or 81GWh compared to the same quarter of 2023. This was primarily due to export cable damage at Gemini, and higher unpaid curtailments related to negative prices and grid outages, partially offset by higher wind resource at German offshore wind facilities.

Sales of $213 million for the three months ended September 30, 2024 decreased 8% or $18 million, compared to the same quarter of 2023, primarily due to the lower production by $26 million, partially offset by a $7 million P&I factor adjustment and various other items.

Adjusted EBITDA of $108 million for the three months ended September 30, 2024 decreased 15% or $19 million compared to the same quarter of 2023, due to the same factors as noted above.

An important indicator for performance of offshore wind facilities is the current and historical average power production of the facility. The following table summarizes actual electricity production and the historical average, high and low, for the quarter of each offshore facility:

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Three months ended September 30, 2024
(1)
  2023
(1)
  Historical
Average
(2)
  Historical
High (2)
  Historical
Low (2)
Electricity production (GWh)                  
                   
Gemini 377   467   440   524   377
Nordsee One 190   176   190   220   173
Deutsche Bucht 166   172   171   185   163
Total (2) 733   815            
(1) Includes GWh produced and attributed to paid curtailments.
(2) Represents the historical power production since the commencement of commercial operation of the respective facility (2017 for Gemini and Nordsee One and 2020 for Deutsche Bucht) and excludes unpaid curtailments.
 

In June 2024, one of Gemini’s export cables was damaged and taken out of service. On September 4, 2024, the cable was successfully repaired and energized, bringing Gemini back to full operations safely and without incident. During the repair, Gemini’s production continued via the second export cable. This was determined to be an isolated event and is expected to have a minimal impact on the Adjusted EBITDA and Adjusted Free Cash Flow for the full year, respectively, net of insurance proceeds, which are anticipated to be received by the end of the year.

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Onshore renewable facilities

Electricity production was 20% or 86GWh higher than the same quarter of 2023, primarily due to the contribution from the New York onshore wind projects that achieved commercial operations in October 2023, and higher wind resource at the Canadian and Spanish onshore renewable facilities, partially offset by lower solar resource at the Spanish onshore renewable facilities.

Sales of $116 million were 1% or $2 million lower than the same quarter of 2023, primarily due to lower revenue from the Spanish facilities and Canadian onshore facilities, partially offset by the contribution from the New York onshore wind projects. Please refer to the MD&A for a further breakdown of Spanish portfolio revenue by component.

Adjusted EBITDA of $82 million was 8% or $7 million lower than the same quarter of 2023, primarily due to operating cost from New York onshore wind projects, in addition to the same factors as above.

Natural gas facilities

Electricity production of 944GWh for the three months ended September 30, 2024 was largely in line with the same quarter of 2023.

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Sales of $74 million for the three months ended September 30, 2024 decreased 8% or $6 million as compared to the same quarter of 2023, primarily due to lower natural gas prices resulting in lower energy rates.

Adjusted EBITDA of $40 million for the three months ended September 30, 2024 was largely in line with the same quarter of 2023.

Utility

Sales of $85 million for the three months ended September 30, 2024 increased 9% or $7 million compared to the same quarter of 2023, primarily due to the growth in asset base and rate escalations.

Adjusted EBITDA of $35 million for the three months ended September 30, 2024 increased 18% or $5 million compared to the same quarter of 2023, primarily due to the same factors as above.

Consolidated statement of income (loss)

General and administrative (“G&A”) costs of $30 million in the third quarter increased $8 million compared to the same quarter of 2023, primarily due to increased personnel costs relating to one-time management changes and restructuring of operating and corporate functions.

Development costs of $18 million decreased $16 million compared to the same quarter of 2023, primarily due to focused spending on development activities and timing of the expenditures.

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Finance costs of $108 million increased 22% or $20 million compared to the same quarter of 2023, primarily due to the contribution from New York onshore wind projects, partially offset by scheduled repayments on facility-level loans.

Fair value loss on financial instruments was $100 million, primarily due to net movement in the fair value of derivatives related to interest rate and foreign exchange contracts.

Foreign exchange gain of $9 million in the third quarter was primarily due to unrealized gain from fluctuations in the closing foreign exchange rates.

Other income was $19 million lower than the same quarter of 2023, primarily due to gains associated with the partial sell-down of development assets in 2023.

Net loss of $191 million in the third quarter of 2024 compared to net income of $43 million in the same quarter of 2023, was primarily as a result of the factors described above.

Adjusted EBITDA

The following table reconciles net income (loss) to Adjusted EBITDA:

  Three months ended September 30,
    Nine months ended September 30,
 
    2024       2023       2024       2023  
Net income (loss) $ (190,733 )   $ 42,987     $ 220,920     $ 171,786  
Adjustments:              
Finance costs, net   91,852       72,421       240,876       210,699  
Gemini interest income   1,974       (150 )     5,683       6,112  
Provision for (recovery of) income taxes   (6,065 )     18,682       125,552       94,706  
Depreciation of property, plant and equipment   156,519       147,924       466,547       438,981  
Amortization of contracts and intangible assets   14,823       14,463       43,650       42,505  
Fair value (gain) loss on derivative contracts   98,933       43,711       98,925       106,714  
Foreign exchange (gain) loss   (8,734 )     (11,514 )     (7,069 )     (36,162 )
Fair value adjustment relating to disposal group classified as held for sale               43,884        
Elimination of non-controlling interests   (40,302 )     (53,380 )     (204,216 )     (186,389 )
Finance lease (lessor)   (1,115 )     (1,349 )     (3,524 )     (4,318 )
Share of (profit) loss from joint ventures   112,823       (2,219 )     (20,629 )     14,250  
Others (1)   (2,219 )     (4,318 )     (60,787 )     (7,672 )
Adjusted EBITDA (2) $ 227,756     $ 267,258     $ 949,812     $ 851,212  
(1) Others primarily include Northland’s share of Adjusted EBITDA from equity accounted investees, gain on sale of La Lucha solar facility and other expenses (income).
(2) See Forward-Looking Statements and Non-IFRS Financial Measures below.
 

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Adjusted EBITDA of $228 million for the three months ended September 30, 2024 decreased 15% or $40 million compared to the same quarter of 2023. The significant factors decreasing Adjusted EBITDA include:

  • $19 million in gains from partial sell-down of development assets in 2023;
  • $19 million decrease in operating results at the offshore wind facilities, primarily due to export cable damage at Gemini, and higher unpaid curtailments related to negative prices and grid outages at German offshore wind facilities, as described above; and
  • $9 million decrease in the contribution from the Spanish renewables portfolio, as described above.

The factor partially offsetting the decrease in the Adjusted EBITDA was:

  • $8 million increase due to contribution of New York Wind onshore facilities and higher operating results at EBSA, as described above.

Adjusted Free Cash Flow and Free Cash Flow

The following table reconciles cash flow from operations to Adjusted Free Cash Flow and Free Cash Flow:

  Three months ended September 30,
    Nine months ended September 30,
 
    2024       2023       2024       2023  
Cash provided by operating activities $ 195,923     $ 148,005     $ 669,337     $ 649,345  
Adjustments:              
Net change in non-cash working capital balances related to operations   49,418       99,938       348,393       234,963  
Non-expansionary capital expenditures   (1,844 )     (369 )     (3,483 )     (1,268 )
Restricted funding for major maintenance, debt and decommissioning reserves   20       (582 )     (12,145 )     (3,235 )
Interest   (57,171 )     (43,341 )     (201,586 )     (182,951 )
Scheduled principal repayments on facility debt   (44,805 )     (55,677 )     (373,867 )     (381,319 )
Funds set aside (utilized) for scheduled principal repayments   (140,914 )     (149,854 )     (148,788 )     (158,020 )
Preferred share dividends   (1,551 )     (1,527 )     (4,662 )     (4,530 )
Consolidation of non-controlling interests   10,147       (3,533 )     (73,444 )     (65,186 )
Investment income (1)   6,875       5,041       20,097       22,311  
Others (2)   (14,909 )     38,215       50,132       122,187  
Free Cash Flow (3) $ 1,189     $ 36,316     $ 269,984     $ 232,297  
Add back: Growth expenditures   18,258       31,914       43,787       86,151  
Less: Historical growth expenditures’ recovery due to sell-down         (4,313 )           (11,758 )
Adjusted Free Cash Flow (3) $ 19,447     $ 63,917     $ 313,771     $ 306,690  
(1) Investment income includes Gemini interest income and repayment of Gemini subordinated debt.
(2) Others mainly include the effect of foreign exchange rates and hedges, interest rate hedge, Nordsee One interest on shareholder loans, share of joint venture project development costs, acquisition costs, lease payments, interest income, Northland’s share of Adjusted Free Cash Flow from equity accounted investees, gain on sale of La Lucha solar facility, interest on corporate-level debt raised to finance capitalized growth projects and other non-cash expenses adjusted in working capital excluded from Free Cash Flow in the period.
(3) See Forward-Looking Statements and Non-IFRS Financial Measures below.
 

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Adjusted Free Cash Flow of $19 million for the three months ended September 30, 2024 was 70% or $44 million lower than the same quarter of 2023.

The significant factors decreasing Adjusted Free Cash Flow were:

  • $49 million decrease in Adjusted EBITDA (gross of growth expenditures) primarily due to the factors described above; and
  • $7 million decrease from foreign exchange and interest rate hedges, and other settlements.

The factor partially offsetting the decrease in Adjusted Free Cash Flow was:

  • $12 million decrease in scheduled debt repayments on facility-level loans, mainly at the Spanish portfolio.

Free Cash Flow, which is reduced by growth expenditures, totaled $1 million for the three months ended September 30, 2024, and was $35 million lower than the same quarter of 2023, due to the same factors as Adjusted Free Cash Flow.

The following table reconciles Adjusted EBITDA to Adjusted Free Cash Flow:

  Three months ended September 30,
    Nine months ended September 30,
 
    2024       2023       2024       2023  
Adjusted EBITDA (2) $ 227,756     $ 267,258     $ 949,812     $ 851,212  
Adjustments:              
Scheduled debt repayments   (150,184 )     (166,900 )     (426,987 )     (450,443 )
Interest expense   (48,176 )     (43,859 )     (144,964 )     (143,019 )
Current taxes   (21,861 )     (26,212 )     (127,981 )     (90,902 )
Non-expansionary capital expenditure   (1,602 )     (358 )     (3,063 )     (1,078 )
Utilization (funding) of maintenance and decommissioning reserves   108       (583 )     (10,871 )     (3,228 )
Lease payments, including principal and interest   (6,297 )     (1,783 )     (9,678 )     (6,312 )
Preferred dividends   (1,551 )     (1,526 )     (4,662 )     (4,529 )
Foreign exchange hedge gain (loss)         747       12,891       31,035  
Others (1)   2,996       9,532       35,487       49,561  
Free Cash Flow (2) $ 1,189     $ 36,316     $ 269,984     $ 232,297  
Add Back: Growth expenditures   18,258       31,914       43,787       86,151  
Less: Historical growth expenditures’ recovery due to sell-down         (4,313 )           (11,758 )
Adjusted Free Cash Flow (2) $ 19,447     $ 63,917     $ 313,771     $ 306,690  
(1) Others mainly include repayment of Gemini subordinated debt, gain on sale of La Lucha solar facility, interest rate and foreign currency hedge settlements, and interest received on third-party loans to partners.
(2) See Forward-Looking Statements and Non-IFRS Financial Measures below.
 

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Significant Events and Updates

Renewables Growth:

  • Construction Update on Hai Long, Baltic Power and Oneida – The Hai Long project continued to make progress. Offshore construction at the project is advancing, with the completion of installation of both offshore substation foundation jackets, the first offshore substation topside, and two of three export cables. As planned, the project completed the installation of pin piles and turbine jacket foundations at approximately half of the turbine locations, which are ready for turbine installation in 2025, further de-risking the project. The fabrication of turbine components continues, including completion of the first sets of towers, generators and nacelles. On August 20, 2024, an incident occurred at the onshore substation due to a leak of carbon dioxide from the fire suppression system, which resulted in three fatalities. The project team is cooperating with local authorities to investigate the incident and ensure the safety of personnel and the surrounding community. The onshore substation construction work was initially suspended but is now progressing according to its recovery plans. First power is expected in the second half of 2025 with full commercial operations expected to commence in 2026/2027, according to schedule. Overall project cost is aligned with original expectations.

    The Baltic Power project continues to make progress on fabrication of onshore and offshore substations, foundations, export cables, multiple turbine components and inter-array cables. This quarter marked the fabrication completion of the first sets of monopile foundations and transition pieces, which are ready to be delivered to the project. Construction of the onshore substation and the operations and management building are progressing. Major in-water construction activity is expected to start in early 2025. Full commercial operations are expected to commence in the latter half of 2026, according to schedule. Overall project cost is aligned with original expectations.

    The Oneida project continues to make progress with its construction activities. The high-voltage transformers have arrived at site, and all cabling and grid interconnection works are being finalized. Commissioning activities have commenced. Full commercial operations are expected to commence in 2025, according to schedule. Overall project cost is aligned with original expectations.

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  • Other Growth Activity – Northland continues to make progress on its development activities in its core markets. For example, Northland signed a 15-year bilateral offtake agreement for 100% of the battery energy storage capacity from the Jurassic BESS project in Alberta with members of the Alberta Schools Commodities Purchasing Consortium. This is the first offtake agreement of its kind in Canada for a battery storage project and is a key milestone in the advancement of Northland’s Alberta portfolio.
  • Increase in Corporate Credit Facility – During the quarter, Northland increased the size of its corporate revolving credit facility from $1.0 billion to $1.25 billion to continue to enhance available liquidity and support future growth opportunities in its core markets. Northland currently has available liquidity of $1.1 billion.
  • Corporate credit rating re-affirmed – Credit rating agencies Standard & Poor and Fitch Ratings re-affirmed Northland’s corporate credit rating in 2024 at BBB (Stable).

2024 Financial Outlook

Northland’s outlook is underpinned by its commitment to operational excellence, prudent growth in key global markets and focus on the Company’s three major renewable construction programs, ensuring their successful execution.

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To prepare for further growth, the Company also continues to be active in pursuing various development opportunities in its core markets.

As of November 13, 2024, management’s 2024 financial outlook remains within the guidance range. This outlook reflects Northland’s commitment to strong operational performance, with key financial projections for 2024 including expected Adjusted EBITDA in the range of $1.2 billion to $1.3 billion and Adjusted Free Cash Flow per share to be in the range of $1.30 to $1.50. Furthermore, projected Free Cash Flow per share for 2024 is expected to be in the range of $1.10 to $1.30, reflecting the Company’s commitment to prudent financial management.

It is important to note that while Northland is confident in its outlook, it remains subject to the Forward-Looking Statements set forth herein as well as the Risk Factors outlined in Northland’s most recent Annual Information Form dated February 21, 2024 (2023 AIF”).

Third-Quarter Earnings Conference Call

Northland will hold an earnings conference call on November 14, 2024, to discuss its third quarter 2024 results. The call will be hosted by Northland’s Senior Management, who will discuss the Company’s financial results and developments as well as answering questions from analysts.

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Conference call details are as follows:

Thursday, November 14, 2024, 10:00 a.m. ET

Participants wishing to join the call and ask questions must register using the following URL below:

https://register.vevent.com/register/BI0cb4142cbd444fed88c4f0efe921cb3d

For all other attendees, the call will be broadcast live on the internet, in listen-only mode and can be accessed using the following link:

Webcast URL: https://edge.media-server.com/mmc/p/p7kuvn2d

For those unable to attend the live call, an audio recording will be available on northlandpower.com on Friday, November 15, 2024.

Northland’s unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2024, and related Management’s Discussion and Analysis can be found on SEDAR+ at www.sedarplus.ca under Northland’s profile and on northlandpower.com.

ABOUT NORTHLAND POWER

Northland Power is a global power producer dedicated to helping the clean energy transition by producing electricity from clean renewable resources. Founded in 1987, Northland has a long history of developing, building, owning and operating clean and green power infrastructure assets and is a global leader in offshore wind. In addition, Northland owns and manages a diversified generation mix including onshore renewables, natural gas energy, as well as supplying energy through a regulated utility.

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Headquartered in Toronto, Canada, with global offices in eight countries, Northland owns or has an economic interest in approximately 3.2GW (net 2.8GW) of operating capacity. The Company also has a significant inventory of projects in construction and in various stages of development encompassing approximately 12GW of potential capacity.

Publicly traded since 1997, Northland’s common shares, Series 1 and Series 2 preferred shares trade on the Toronto Stock Exchange under the symbols NPI, NPI.PR.A and NPI.PR.B, respectively.

NON-IFRS FINANCIAL MEASURES

This press release includes references to the Company’s adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), Adjusted Free Cash Flow, Free Cash Flow and applicable payout ratios and per share amounts, which are measures not prescribed by International Financial Reporting Standards (“IFRS”), and therefore do not have any standardized meaning under IFRS and may not be comparable to similar measures presented by other companies. Non-IFRS financial measures are presented at Northland’s share of underlying operations. These measures should not be considered alternatives to net income (loss), cash flow from operating activities or other measures of financial performance calculated in accordance with IFRS. Rather, these measures are provided to complement IFRS measures in the analysis of Northland’s results of operations from management’s perspective. Management believes that Northland’s non-IFRS financial measures and applicable payout ratio and per share amounts are widely accepted and understood financial indicators used by investors and securities analysts to assess the performance of a company, including its ability to generate cash through operations.

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FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”) that are provided for the purpose of presenting information about management’s current expectations and plans. Readers are cautioned that such statements may not be appropriate for other purposes. Northland’s actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, the events anticipated by the forward-looking statements may or may not transpire or occur. Forward-looking statements include statements that are not historical facts and are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects,” “anticipates,” “plans,” “predicts,” “believes,” “estimates,” “intends,” “targets,” “projects,” “forecasts” or negative versions thereof and other similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” These statements may include, without limitation, statements regarding future Adjusted EBITDA, Adjusted Free Cash Flow and Free Cash Flow, including respective per share amounts, dividend payments and dividend payout ratios, the timing for and attainment of the Hai Long and Baltic Power offshore wind and Oneida energy storage projects and other renewables growth activity, and the anticipated contributions therefrom to Adjusted EBITDA, Adjusted Free Cash Flow and Free Cash Flow, the anticipated timing and attainment of insurance proceeds relating to the damage of one of Gemini’s export cables, the expected generating capacity of certain projects, guidance, anticipated dates of full commercial operations, forecasts as to overall project costs, the completion of construction, acquisitions, dispositions, whether partial or full, investments or financings and the timing thereof, the timing for and attainment of financial close and commercial operations for each project, the potential for future production from project pipelines, cost and output of development projects, the all-in interest cost for debt financing, the impact of currency and interest rate hedges, litigation claims, anticipated results from the optimization of the Thorold Co-Generation facility and the timing related thereto, future funding requirements, and the future operations, business, financial condition, financial results, priorities, ongoing objectives, strategies and the outlook of
Northland, its subsidiaries and joint ventures.
These statements are based upon certain material factors or assumptions that were applied in developing the forward-looking statements, including the design specifications of development projects, the provisions of contracts to which Northland or a subsidiary is a party, management’s current plans and its perception of historical trends, current conditions and expected future developments, the ability to obtain necessary approvals, satisfy any closing conditions, satisfy any project finance lender conditions to closing sell-downs or obtain adequate financing regarding contemplated construction, acquisitions, dispositions, investments or financings, as well as other factors, estimates and assumptions that are believed to be appropriate in the circumstances. Although these forward-looking statements are based upon management’s current reasonable expectations and assumptions, they are subject to numerous risks and uncertainties.
Some of the factors that could cause results or events to differ from current expectations
include, but are not limited to, risks associated with further regulatory and policy changes in Spain which could impair current guidance and expected returns, risks associated with merchant pool pricing and revenues, risks associated with sales contracts, the emergence of widespread health emergencies or pandemics, Northland’s reliance on the performance of its offshore wind facilities at Gemini, Nordsee One and Deutsche Bucht for over 50% of its Adjusted EBITDA, counterparty and joint venture risks, contractual operating performance, variability of sales from generating facilities powered by intermittent renewable resources, wind and solar resource risk, unplanned maintenance risk, offshore wind concentration, natural gas and power market risks, commodity price risks, operational risks, recovery of utility operating costs, Northland’s ability to resolve issues/delays with the relevant regulatory and/or government authorities, permitting, construction risks, project development risks, integration and acquisition risks, procurement and supply chain risks, financing risks, disposition and joint-venture risks, competition risks, interest rate and refinancing risks, liquidity risk, inflation risks, commodity availability and cost risk, construction material cost risks, impacts of regional or global conflicts, credit rating risk, currency fluctuation risk, variability of cash flow and potential impact on dividends, taxation, natural events, environmental risks, climate change, health and worker safety risks, market compliance risk, government regulations and policy risks, utility rate regulation risks, international activities, cybersecurity, data protection and reliance on information technology, labour relations, labour shortage risk, management transition risk, geopolitical risk in and around the regions Northland operates in, large project risk, reputational risk, insurance risk, risks relating to co-ownership, bribery and corruption risk, terrorism and security, litigation risk and legal contingencies, and the other factors described in the “Risks Factors” section of Northland’s Management’s Discussion and Analysis and Annual Information Form for the year ended December 31, 2023, which can be found at
www.sedarplus.ca under Northland’s profile and on Northland’s website at northlandpower.com. Northland has attempted to identify important factors that could cause actual results to materially differ from current expectations; however, there may be other factors that cause actual results to differ materially from such expectations. Northland’s actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, and Northland cautions you not to place undue reliance upon any such forward-looking statements.

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The forward-looking statements contained in this release are, unless otherwise indicated, stated as of the date hereof and are based on assumptions that were considered reasonable as of the date hereof. Other than as specifically required by law, Northland undertakes no obligation to update any forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Certain forward-looking information in this release and the MD&A may also constitute a “financial outlook” within the meaning of applicable securities laws. Financial outlook involves statements about Northland’s prospective financial performance, financial position or cash flows and is based on and subject to the assumptions about future economic conditions and courses of action and the risk factors described above in respect of forward-looking information generally, as well as any other specific assumptions and risk factors in relation to such financial outlook noted in this release and the MD&A. Such assumptions are based on management’s assessment of the relevant information currently available and any financial outlook included in this release and the MD&A is provided for the purpose of helping readers understand Northland’s current expectations and plans for the future. Readers are cautioned that reliance on any financial outlook may not be appropriate for other purposes or in other circumstances and that the risk factors described above or other factors may cause actual results to differ materially from any financial outlook. The actual results of Northland’s operations will likely vary from the amounts set forth in any financial outlook and such variances may be material.

For further information, please contact:

Dario Neimarlija, Vice President, FP&A and Investor Relations
647-288-1019
investorrelations@northlandpower.com
northlandpower.com


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Element Reports Record Third Quarter Results, Raises Common Dividend, and Provides Full-Year 2025 Guidance

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Amounts in US$ unless otherwise noted

  • Generates record quarterly net revenue of $280 million; an increase of 12% year-over-year led by double-digit growth across all revenues categories
  • Delivers adjusted EPS of $0.29 and adjusted free cash flow per share of $0.36
  • Raises common dividend by 8% from CAD$0.48 to CAD$0.52 per share annually and announces intention to renew Normal Course issuer Bid (“NCIB”)
  • Completes acquisition of Autofleet, accelerating digital strategy
  • Guides to net revenue growth of 6.5 to 8.5%, positive operating leverage, and high single- to low double-digit growth in each of adjusted operating income, adjusted EPS, and adjusted free cash flow per share in 2025

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TORONTO, Nov. 13, 2024 (GLOBE NEWSWIRE) — Element Fleet Management Corp. (TSX:EFN) (“Element” or the “Company”), the largest publicly traded, pure-play automotive fleet manager in the world, today announced strong financial and operating results for the three months ended September 30, 2024.

The following table presents Element’s selected financial results.

  Q3 20241 Q2 20241 Q3 20231 QoQ YoY
In US$ millions, except percentages and per share amount and unless otherwise noted       % %
Selected financial results – as reported:          
Net revenue 279.6   274.6   248.7   2 % 12 %
Pre-tax income 134.0   135.2   124.7   (1 )% 7 %
Pre-tax income margin 47.9 % 49.2 % 50.1 % (130) bps   (220) bps  
Earnings per share (EPS) [basic] 0.24   0.26   0.24   -0.02   0.00  
Earnings per share (EPS) [basic] [$CAD]         0.33   0.35   0.32   -0.02   0.01  
Adjusted results (excludes one-time strategic project costs in  2024)1              
Adjusted net revenue2 279.6   274.6   248.7   2 % 12 %
Adjusted operating income (AOI)2 161.4   152.9   140.6   6 % 15 %
Adjusted operating margin2 57.7 % 55.7 % 56.5 % +200 bps   +120 bps  
Adjusted EPS2 [basic] 0.29   0.29   0.26   0.00   0.03  
Adjusted EPS2[basic] [$CAD]        0.40   0.39   0.35   0.01   0.05  
Other highlights:            
Adjusted free cash flow per share2(FCF/sh) 0.36   0.38   0.32   -0.02   0.04  
Adjusted free cash flow per share2 (FCF/sh) [$CAD]        0.49   0.52   0.42   -0.03   0.07  
Originations (excluding Armada) 1,716   1,976   1,557   (13)%   10 %

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  1. Q3 2023, Q2 2024, and Q3 2024 included $3 million, $2 million and $2 million, respectively, in strategic project costs. Q3 2024 included $7 million in acquisition-related costs, including severance,  in connection with the completion of the Autofleet transaction.
  2. Adjusted results are non-GAAP or supplemental financial measures, which do not have any standard meaning prescribed by GAAP  under IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. For further information, please see the “IFRS to Non-GAAP Reconciliations” section in this earnings release. The Company uses “Adjusted Results” because it believes that they provide useful information to investors regarding its performance and results of operations.

“We produced robust revenue growth alongside strong operational performance this quarter. As a result of our sustained commercial momentum and recurring revenue model, we delivered double-digit top-line growth year-over-year while expanding our operating margins,” said Laura Dottori-Attanasio, Chief Executive Officer of Element. “In light of our strong performance and positive outlook, we are raising our dividend to CAD$0.52 per share and renewing our NCIB program, aligning growth opportunities with our commitment to returning capital to shareholders.”

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Dottori-Attanasio continued, “Looking ahead to 2025, we anticipate continued revenue and earnings growth driven by organic growth opportunities across all of our geographies. We plan to  scale our business more quickly through digitization and automation, while also expanding beyond our core offerings. The addition of Autofleet will enhance our position in the evolving mobility and vehicle connectivity landscape.”

Net revenue growth

Element grew Q3 2024 net revenue 12% over Q3 2023 on a year-over-year basis to $280 million due to robust growth across all revenue categories. Net revenue increased $5 million or 2% from Q2 2024 on a quarter-over-quarter basis led largely by higher services and syndication revenue. 

Service revenue

Element’s largely unlevered services revenue is the key pillar of its capital-light business model, which also improves the Company’s return on equity profile.

Q3 2024 services revenue grew 12% year-over-year to $147 million driven primarily by higher origination volumes, and higher penetration and utilization rates of our service offerings from new and existing clients. Higher growth in Mexico also contributed to the year-over-year increase.

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Q3 2024 services revenue grew 5% quarter-over-quarter driven primarily by higher penetration and utilization rates of our service offerings from new and existing clients, mainly maintenance and accident services. Partly offsetting this increase was moderately lower services revenue in both Mexico and ANZ and adverse foreign exchange impacts.

Net financing revenue

Q3 2024 net financing revenue grew $11 million or 11% from Q3 2023 largely due to higher net earning assets associated with higher originations in the U.S and Canada. Higher year-over-year gains on sale (“GOS”), largely in ANZ, also contributed to the increase.  These increases were partly offset by higher interest expense associated with the redemption of our preferred shares.

Q3 2024 net financing revenue decreased $6 million or 5% from a record Q2 2024 largely due to lower average net earning assets and higher interest expense associated with the redemption of the preferred shares on June 30, 2024. Partly offsetting this decrease was higher GOS quarter-over-quarter, as higher GOS in ANZ outpaced the lower GOS in Mexico. The higher volume of vehicles for sale in ANZ more than offset a decrease in used vehicle pricing.

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Syndication volume

The Company syndicated a record $1 billion of assets in Q3 2024 – $246 million or 32% more volume than Q3 last year associated with higher originations and the Company’s ongoing focus on its capital lighter model driving higher volumes again this quarter.

Q3 2024 syndication volumes increased 5% from a strong Q2 2024. A higher yield quarter-over-quarter largely reflects the Company’s syndication mix and a more attractive interest rate environment. Overall, client demand remains robust.

Q3 2024 syndication revenue grew $4 million or 29% year-over-year and $5 million or 38% quarter-over-quarter largely due to record volumes this quarter. 

Adjusted operating income and adjusted operating margins

AOI was $161 million this quarter, an increase of $21 million or 15% year-over-year — resulting in adjusted EPS of $0.29 in Q3 2024, which is a 3 cent increase year-over-year. Q3 2024 adjusted operating margin was 57.7%, representing margin expansion of 120 basis points year-over-year. This expansion is driven by positive operating leverage (i.e. net revenue growth outpacing growth in adjusted operating expenses) of 3%. Adjusted operating margin expanded 200 basis points quarter-over-quarter.

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Originations

Element originated $1.7 billion of assets in Q3 2024 (excluding Armada), which is a $159 million or 10% increase year-over-year and a $260 million or 13% decrease quarter-over-quarter largely as a result of seasonal factors. Q3 has historically lower volumes as a result of OEM plant retooling for next model year changeover in the U.S. and Canada occurring this quarter.

The table below sets out the geographic distribution of originations (excluding Armada) for the three-month periods indicated.

(in U.S.$000’s) September 30, 2024 September 30, 2023 Variance to Q3 2023
(Excluding Armada) US$   %   US$   %   US$   %  
United States and Canada    1,362,559   79   1,174,914   75   187,645   16 %
Mexico        220,123   13   248,461   16   (28,338 ) (11 )%
Australia and New Zealand        133,146   8   133,591   9   (445 ) %
Total 1,715,828   100   1,556,966   100   158,862   10 %
                         

Adjusted free cash flow per share and returns to shareholders

On an adjusted basis, Element generated $0.36 of adjusted free cash flow (“FCF”) per share in Q3 2024 – 4 cents more year-over-year driven by growth in net revenues and higher originations, while investing approximately $18 million in total capital investments this quarter.

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On November 13, 2024, the Board of Directors (the “Board”) authorized and declared a quarterly cash dividend of CAD$0.13 per common share of Element for the fourth quarter of 2024, representing an 8% increase to its common dividend (from CAD$0.48 to CAD$0.52 per share annually). The dividend will be payable on January 15, 2025 to shareholders of record as at the close of business on December 31, 2024. The Company’s common dividends are designated to be eligible dividends for purposes of section 89(1) of the Income Tax Act (Canada). This increase underscores the confidence that the Board has in the sustainability of Element’s cash flow generation, financial resilience, and favourable outlook.

Element’s common dividend represents approximately 27% of the Company’s last twelve months’ (at September 30, 2024) FCF per share, within the Company’s 25% to 35% target payout range. Element expects its common dividend to continue to grow annually, consistent with FCF per share growth.

Element returned $36 million and $112 million of cash to common shareholders through dividends and buybacks of common shares in Q3 2024 and the first nine months of 2024, respectively.

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In furtherance of the Company’s return of capital plan, Element intends to renew its normal course issuer bid (the “2024 NCIB”) for its common shares. If accepted by the TSX, the Company would be permitted under the 2024 NCIB to purchase for cancellation, through the facilities of the TSX or such other permitted means, up to 10% of the public float (calculated in accordance with TSX rules) of Element’s issued and outstanding common shares during the 12 months following such TSX acceptance at prevailing market prices (or as otherwise permitted). The actual number of the Company’s common shares, if any, that may be purchased under the 2024 NCIB, and the timing of any such purchases, will be determined by the Company, subject to applicable terms and limitations of the 2024 NCIB (including any automatic share purchase plan adopted in connection therewith).

Under the terms of the Company’s current normal course issuer bid (the “2023 NCIB”), Element has approval from the TSX to purchase up to 38,852,159 common shares during the period from November 15, 2023, to November 14, 2024. There cannot be any assurance as to how many common shares, if any, will ultimately be purchased pursuant to either the 2023 NCIB or the 2024 NCIB.  If the 2024 NCIB renewal is accepted by the TSX, any subsequent renewals of the 2024 NCIB will be at the Company’s discretion and subject to further TSX approval..

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During the first nine months of 2024, the Company purchased 455,300 common shares for cancellation pursuant to the 2023 NCIB, for an aggregate amount of approximately $7 million at a volume weighted average price of CAD$21.95 per Common Share.

Element applies trade date accounting in determining the date on which the share repurchase is reflected in the consolidated financial statements. Trade date accounting is the date on which the Company commits itself to purchase the shares.

Strategic initiatives update

As previously disclosed, the Company is optimizing its business by centralizing accountability for its U.S. and Canadian leasing operations and establishing a strategic sourcing presence in Asia. The Company continues to expect these initiatives to generate between $30 – $45 million of run-rate net revenue, and between $22 – $37 million of run-rate adjusted operating income (“AOI”), by full-year 2028.

Both initiatives are fully operational. The expected payback period from the Company’s investments remains unchanged at less than 2.5 years. 

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Completion of Autofleet Acquisition

On October 1, 2024, the Company completed the previously announced acquisition of Autofleet, Solutions Ltd. (“Autofleet”), an innovator in fleet and mobility solutions,  for a purchase price of $110 million plus standard working capital adjustments. Autofleet has a robust and highly scalable fleet optimization technology platform alongside optimized mobility solutions tailored for the fleet industry.

This transaction marks an important milestone for our clients and our business, unlocking new growth and value creation potential. By accelerating digitization and automation initiatives, the Company aims to deliver innovative and efficient fleet and mobility solutions tailored to its clients’ needs. The addition of Autofleet will enhance the Company’s position in the evolving mobility and vehicle connectivity landscape.

As a wholly owned subsidiary of the Company, Autofleet’s financial results will be consolidated with those of Element beginning in the fourth quarter of 2024.  In connection with this acquisition, Element issued 1.3 million common shares from Treasury, which represented 25% of the total consideration paid. This acquisition does not affect the Company’s previously issued full-year 2024 guidance. Q3 2024 included $7 million in acquisition-related costs in connection with the completion of this transaction.

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Guidance

Full-year 2024 Guidance

Element continues to expect to deliver full-year 2024 results near or at the high end of its previously provided guidance ranges on most metrics, with the exception of originations. The following table highlights our revised full-year 2024 guidance compared to full-year 2023 results.

In US$ unless otherwise noted Full-year 2024 Guidance
Net revenue $1.060 – $1.080 billion
Implied YoY Growth 11-13%
Adjusted operating margin 55.0% – 55.5%
Adjusted operating income $575 – 595 million
Implied YoY Growth 8-12%
Adjusted EPS [basic] $1.07 – $1.11
Implied YoY Growth 9-13%
Adjusted free cash flow per share $1.32 – 1.36
Implied YoY Growth 6-10%
Originations (excl Armada) $7.0 – 7.4 billion
Implied YoY Growth 11-17%
   

Certain implied year-over-year growth amounts shown in this table may not calculate exactly due to rounding.

Full-year 2025 Initial Guidance

The Company expects to see continued growth in its client base, driven by the ongoing transition to self-managed fleets and robust demand for its services and solutions. This positive momentum underpins its target of achieving net revenue growth between 6.5% and 8.5% for the full year 2025, alongside high single-digit to low double-digit increases in each of adjusted operating income, adjusted EPS, and adjusted free cash flow per share. Element is committed to generating positive operating leverage in managing the business, which will underpin further operating margin expansion.

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Annual growth rates Full-year 2025 Initial  Guidance
Net revenue 6.5 – 8.5%
Adjusted operating income High-single to low-double digit
Adjusted EPS [basic] High-single to low-double digit
Adjusted free cash flow per share High-single to low-double digit
Originations (excl Armada) Low- to mid-single digit
   

The Company’s initial guidance for 2025 incorporates the effects of several anticipated revenue headwinds, including the depreciation of the Mexican Peso, higher interest expenses due to increased local Peso funding in 2025, and financing the redemption of the preferred shares. In addition, the scheduled reduction in bonus depreciation is likely to impact syndication yields. The Company also anticipates that its 2025 effective tax rate will average between 24.5% to 26.5%.

Element’s full-year 2024 and 2025 guidance exclude strategic projects and acquisition-related costs and also prior to any material changes in foreign exchange. We intend to provide specific target ranges for our 2025 guidance alongside the release of our full-year 2024 financial results in February 2025.

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Capital structure

Redemption of all outstanding 5.903% Cumulative 5-Year Rate Reset Preferred Shares Series E

On September 30, 2024 (the “Share Redemption Date”), the Company redeemed all of its 5,321,900 issued and outstanding 5.903% Cumulative 5-Year Rate Reset Preferred Shares Series E (the “Series E Shares”) at a price of CAD$25.00 per Series E Share for an aggregate amount of approximately $95 million, together with all accrued and unpaid dividends up to but excluding the Share Redemption Date, less any tax required to be deducted and withheld by the Company.

As of September 30, 2024, the Series E Shares were delisted from and no longer trade on the Toronto Stock Exchange (“TSX”).

Following the redemption of its Series E preferred shares, the Company no longer has any preferred shares outstanding. When combined with the redemption of its convertible debentures on June 26, 2024, these strategic moves significantly simplify the Company’s capital structure.

As at September 30, 2024, total Common Shares issued and outstanding were 403.6 million.

Conference call and webcast

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A conference call to discuss these results will be held on Thursday, November 14, 2024 at 8:00 a.m. Eastern Time.

The conference call and webcast can be accessed as follows:

Webcast:            www.elementfleet.com/thirdquarter2024
     
Telephone:   Click here to join the call most efficiently, or dial one of the following numbers to speak with an operator:
     
    Canada/USA toll-free: 1-844-763-8274
     
    International: +1-647-484-8814
     

A taped recording of the conference call may be accessed through December 14, 2024 by dialing 1-855-669-9658 (Canada Toll Free), 1-877-344-7529 (U.S. Toll Free) or 1-412-317-0088 (International Toll) and entering the access code 8023973.

IFRS to Non-GAAP Reconciliations, Non-GAAP Measures and Supplemental Information

The Company’s audited consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB and the accounting policies we adopted in accordance with IFRS. These audited consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly our financial position as at September 30, 2024 and September 30, 2023, the results of operations, comprehensive income and cash flows for the three-month periods-ended September 30, 2024 and September 30, 2023.

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Non-GAAP and IFRS key annualized operating ratios and per share information of the operations of the Company:

    As at and for the three-month
 period ended
 
(in US$000’s except ratios and per share amounts or unless otherwise noted)   September 30,
2024
  June 30,
2024
  September 30,
2023
 
         
Key annualized operating ratios        
         
Leverage ratios        
Financial leverage ratio P/(P+R)   74.3 %   74.0 %   71.4 %
Tangible leverage ratio P/(R-K)   7.00     6.50     5.76  
Average financial leverage ratio Q/(Q+V)   75.1 %   74.9 %   72.0 %
Average tangible leverage ratio Q/(V-L)   6.80     6.49     5.48  
         
Other key operating ratios        
Allowance for credit losses as a % of total finance receivables before allowance F/E   0.08 %   0.07 %   0.10 %
Adjusted operating income on average net earning assets B/J   8.01 %   7.47 %   7.70 %
Adjusted operating income on average tangible total equity of Element D/(V-L)   37.91 %   34.22 %   30.38 %
         
Per share information        
Number of shares outstanding W   403,609     403,609     389,218  
Weighted average number of shares outstanding [basic] X   403,609     390,013     389,511  
Pro forma diluted average number of shares outstanding Y   403,768     390,163     405,505  
Cumulative preferred share dividends during the period Z   1,434     2,869     4,388  
Other effects of dilution on an adjusted operating income basis AA $   $ 0   $ 1,232  
Net income per share [basic] (A-Z)/X $ 0.24   $ 0.26   $ 0.24  
Net income per share [diluted]   $ 0.24   $ 0.26   $ 0.23  
         
Adjusted EPS [basic] (D1)/X $ 0.29   $ 0.29   $ 0.26  
Adjusted EPS [diluted] (D1+AA)/Y $ 0.29   $ 0.29   $ 0.26  
                     

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Management also uses a variety of both IFRS and non-GAAP and Supplemental Measures, and non-GAAP ratios to monitor and assess their operating performance. The Company uses these non-GAAP and Supplemental Financial Measures because they believe that they may provide useful information to investors regarding their performance and results of operations.

The following table provides a reconciliation of certain IFRS to non-GAAP measures related to the operations of the Company and other supplemental information.

    For the three-month period ended
 
(in US$000’s except per share amounts or unless otherwise noted)   September 30,
2024
  June 30,
2024
  September 30,
2023
 
Reported results   US$ US$ US$
Services income, net     146,903     140,123     131,087  
Net financing revenue     116,090     122,409     104,719  
Syndication revenue, net     16,643     12,045     12,890  
Net revenue     279,636     274,577     248,696  
Operating expenses     139,367     131,581     117,227  
Operating income     140,269     142,996     131,469  
Operating margin     50.2 %   52.1 %   52.9 %
Total expenses     145,669     139,393     124,026  
Income before income taxes     133,967     135,184     124,670  
Net income     98,565     102,698     95,971  
EPS [basic]   $ 0.24   $ 0.26   $ 0.24  
EPS [diluted]   $ 0.24   $ 0.26   $ 0.23  
Adjusting items        
Impact of adjusting items on operating expenses:        
Strategic initiatives costs – Salaries, wages, and benefits     4,633     475      
Strategic initiatives costs – General and administrative expenses     4,283     1,883     2,904  
Share-based compensation     12,242     6,775     5,463  
Amortization of convertible debenture discount         724     771  
Total impact of adjusting items on operating expenses     21,158     9,857     9,138  
Total pre-tax impact of adjusting items     21,158     9,857     9,138  
Total after-tax impact of adjusting items     15,667     7,442     6,945  
Total impact of adjusting items on EPS [basic]     0.04     0.02     0.02  
Total impact of adjusting items on EPS [diluted]     0.04     0.02     0.02  
                     

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    For the three-month period ended
 
(in US$000’s except per share amounts or unless otherwise noted)   September 30,
2024
  June 30,
2024
  September 30,
2023
 
Adjusted results   US$ US$ US$
Adjusted net revenue     279,636     274,577     248,696  
Adjusted operating expenses     118,209     121,724     108,089  
Adjusted operating income     161,427     152,853     140,607  
Adjusted operating margin     57.7 %   55.7 %   56.5 %
Provision for income taxes     35,402     32,486     28,699  
Adjustments:        
Pre-tax income     6,213     5,381     4,164  
Foreign tax rate differential and other     275     (418 )   883  
Provision for taxes applicable to adjusted results     41,890     37,449     33,746  
Adjusted net income     119,537     115,404     106,861  
Adjusted EPS [basic]   $ 0.29   $ 0.29   $ 0.26  
Adjusted EPS [diluted]   $ 0.29   $ 0.29   $ 0.26  
                     

The following table summarizes key statement of financial position amounts for the periods presented.

Selected statement of financial position amounts   For the three-month period ended
 
(in US$000’s unless otherwise noted)   September 30,
2024
  June 30,
2024
  September 30,
2023
 
    US$ US$ US$
Total Finance receivables, before allowance for credit losses E 7,612,881   7,775,035   7,088,982  
Allowance for credit losses F 6,069   5,351   6,948  
Net investment in finance receivable G 5,251,679   5,525,306   4,890,404  
Equipment under operating leases H 2,537,369   2,589,411   2,437,280  
Net earning assets I=G+H 7,789,048   8,114,717   7,327,684  
Average net earning assets J 8,059,992   8,186,031   7,300,940  
Goodwill and intangible assets K 1,581,560   1,583,634   1,588,142  
Average goodwill and intangible assets L 1,581,776   1,584,972   1,589,598  
Borrowings M 8,472,130   8,711,416   7,683,262  
Unsecured convertible debentures N     124,419  
Less: continuing involvement liability O (125,225 ) (101,075 ) (69,841 )
Total debt P=M+N-O 8,346,905   8,610,341   7,737,840  
Average debt Q 8,582,383   8,757,365   7,711,703  
Total shareholders’ equity R 2,774,502   2,908,420   2,932,662  
Preferred shares S   92,404   263,380  
Common shareholders’ equity T=R-S 2,774,502   2,816,016   2,669,282  
Average common shareholders’ equity U 2,781,421   2,782,534   2,733,383  
Average total shareholders’ equity V 2,843,024   2,934,053   2,996,763  
               

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Throughout this press release, management uses the following terms and ratios which do not have a standardized meaning under IFRS and are unlikely to be comparable to similar measures presented by other organizations. Non-GAAP measures are reported in addition to, and should not be considered alternatives to, measures of performance according to IFRS.

Adjusted operating expenses

Adjusted operating expenses are equal to salaries, wages and benefits, general and administrative expenses, and depreciation and amortization less adjusting items impacting operating expenses. The following table reconciles the Company’s reported expenses to adjusted operating expenses.

  For the three-month period ended
 
(in US$000’s except per share amounts or unless otherwise noted) September 30,
2024
  June 30,
2024
  September 30,
2023
 
  US$ US$   US$
Reported Expenses 145,669   139,393   124,026  
Less:        
Amortization of intangible assets from acquisitions 6,970   6,966   6,982  
Loss (gain) on investments (668 ) 846   (183 )
Operating expenses 139,367   131,581   117,227  
Less:        
Amortization of convertible debenture discount   724   771  
Share-based compensation 12,242   6,775   5,463  
Strategic initiatives costs – Salaries, wages and benefits 4,633   475    
Strategic initiatives costs – General and administrative expenses 4,283   1,883   2,904  
Total adjustments 21,158   9,857   9,138  
Adjusted operating expenses 118,209   121,724   108,089  
             

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Adjusted operating income or Pre-tax adjusted operating income

Adjusted operating income reflects net income or loss for the period adjusted for the amortization of debenture discount, share-based compensation, amortization of intangible assets from acquisitions, provision for or recovery of income taxes, loss or income on investments, and adjusting items from the table below.

The following tables reconciles income before taxes to adjusted operating income.

  For the three-month period ended
 
(in US$000’s except per share amounts or unless otherwise noted) September 30,
2024
  June 30,
2024
  September 30,
2023
 
  US$ US$   US$
Income before income taxes 133,967   135,184   124,670  
Adjustments:        
Amortization of convertible debenture discount   724   771  
Share-based compensation 12,242   6,775   5,463  
Amortization of intangible assets from acquisition 6,970   6,966   6,982  
Loss (gain) on investments (668 ) 846   (183 )
Adjusting Items:        
Strategic initiatives costs – Salaries, wages and benefits 4,633   475    
Strategic initiatives costs – General and administrative expenses 4,283   1,883   2,904  
Total pre-tax impact of adjusting items 8,916   2,358   2,904  
Adjusted operating income 161,427   152,853   140,607  
             

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Adjusted operating margin

Adjusted operating margin is the adjusted operating income before taxes for the period divided by the net revenue for the period.

After-tax adjusted operating income

After-tax adjusted operating income reflects the adjusted operating income after the application of the Company’s effective tax rates.

Adjusted net income

Adjusted net income reflects reported net income less the after-tax impacts of adjusting items. The following table reconciles reported net income to adjusted net income.

  For the three-month period ended
 
(in US$000’s except per share amounts or unless otherwise noted) September 30,
2024
  June 30,
2024
  September 30,
2023
 
  US$ US$ US$
Net income 98,565   102,698   95,971  
Amortization of convertible debenture discount   724   771  
Share-based compensation 12,242   6,775   5,463  
Amortization of intangible assets from acquisition 6,970   6,966   6,982  
Loss (gain) on investments (668 ) 846   (183 )
Strategic initiatives costs – Salaries, wages and benefits 4,633   475    
Strategic initiatives costs – General and administrative expenses 4,283   1,883   2,904  
Provision for income taxes 35,402   32,486   28,699  
Provision for taxes applicable to adjusted results (41,890 ) (37,449 ) (33,746 )
Adjusted net income 119,537   115,404   106,861  
             

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After-tax adjusted operating income attributable to common shareholders

After-tax adjusted operating income attributable to common shareholders is computed as after-tax adjusted operating income less the cumulative preferred share dividends for the period.

About Element Fleet Management

Element Fleet Management (TSX: EFN) is the largest publicly traded pure-play automotive fleet manager in the world, providing the full range of fleet services and solutions to a growing base of world-class clients – corporations, governments, and not-for-profits – across North America, Australia, and New Zealand. Element’s services address every aspect of clients’ fleet requirements, from vehicle acquisition, maintenance, accidents and remarketing, to integrating EVs and managing the complexity of gradual fleet electrification. Clients benefit from Element’s expertise as one of the largest fleet solutions providers in its markets, offering economies of scale and insight used to reduce fleet operating costs and improve productivity and performance. For more information, visit elementfleet.com/investor-relations.

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This press release includes forward-looking statements regarding Element and its business. Such statements are based on management’s current expectations and views of future events. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements, including, among others, statements regarding Element’s financial performance, enhancements to clients’ service experience and service levels; expectations regarding client and revenue retention trends; management of operating expenses; increases in efficiency; Element’s ability to achieve its sustainability objectives; Element achieving its digital platform ambitions; the Autofleet acquisition enabling the Company to scale its business more quickly, achieve operational efficiencies, increase client and shareholder value and unlock new revenues streams; EV strategy and capabilities; global EV adoption rates; dividend policy and the payment of future dividends; the costs and benefits of strategic initiatives; creation of value for all stakeholders; expectations regarding syndication; growth prospects and expected revenue growth; level of workforce engagement; improvements to magnitude and quality of earnings; executive hiring and retention; focus and discipline in investing; balance sheet management and plans and expectations with respect to leverage ratios;  and Element’s proposed share purchases, including the number of common shares to be repurchased, the timing thereof and TSX acceptance of the NCIB and any renewal thereof. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause Element’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Such risks and uncertainties include those regarding the fleet management and finance industries, economic factors, regulatory landscape and many other factors beyond the control of Element. A discussion of the material risks and assumptions associated with this outlook can be found in Element’s annual MD&A, and Annual Information Form for the year ended December 31, 2023, each of which has been filed on SEDAR+ and can be accessed at www.sedarplus.ca. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Element undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.


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Drills Moved onto Globex’s High-grade Ironwood Gold Deposit

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ROUYN-NORANDA, Quebec, Nov. 13, 2024 (GLOBE NEWSWIRE) — GLOBEX MINING ENTERPRISES INC. (GMX – Toronto Stock Exchange, G1MN – Frankfurt, Stuttgart, Berlin, Munich, Tradegate, Lang & Schwarz, LS Exchange, TTMzero, Düsseldorf and Quotrix Düsseldorf Stock Exchanges
and GLBXF – OTCQX International in the US) is pleased to inform shareholders that we have initiated our planned 17-hole, infill drill program on our 100% owned Ironwood Gold Deposit located in Cadillac Township, Quebec. The Ironwood deposit is located in close proximity of the gold localizing Cadillac Break and Globex’s historical Wood and Central Cadillac gold mines both of which have excellent exploration drill potential.

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The Ironwood deposit is currently an inferred resource of 243,200 tonnes grading 17.26 g/t Au and 2.61 g/t Ag. (see Technical Report for The Mineral Resource Estimate, Ironwood Project, Cadillac Township, Quebec, (NTS 32D01), by Reno Pressacco, M.Sc. (A)., P.Geo., February 2008 for the Pandora-Wood Joint Venture).

The aim of the drill program is to confirm and upgrade the current Ironwood inferred resource and possibly test for an extension of the zone. The 17-hole drill program will be undertaken with two drills and is expected to total approximately 3000 m. Once drilling, logging and assaying are completed, further metallurgical testing will be undertaken to better define various methods of recovery of the gold and silver. The ore zone is within a sulphidized iron formation with arsenopyrite, pyrrhotite and pyrite contents of 12.2%, 8.6% and 6.4% respectively. Precious metals occur as a gold/silver alloy freely within arsenopyrite and to a lesser degree within pyrite. Several metallurgical tests have been undertaken including cyanidation of a bulk sulphide concentrate with a gold recovery of 97% and cyanidation of the bulk concentrate produced a gold recovery factor of 93%. Flotation of a high-grade concentrate with low arsenic content produced a gold recovery of 86%. These tests were preliminary in nature and a more exhaustive test work program is planned using mineralized core from the current drill program to determine, based upon a number of available custom milling and smelting avenues, more comprehensive overall recovery factors.

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Globex is initiating this drill program to upgrade the resource as a first step toward possible production at Ironwood. The deposit is small but hi-grade and is located near infrastructure such as an all-season highway, power, skilled labour and several gold mills. Despite the grade and location, there are many risks involved in trying to bring this project to production. They include, permitting under Quebec Mining Act, metallurgical processing and recoveries yet to be detailed, the arsenical nature of the ore, public acceptability that will need to be established through the BAP system, completion of environmental and other studies, choosing the best mining method and negotiating various terms, considering ore sorting of waste material by magnetics, colour sorting or other methods, establishing a relationship with a local mill if we proceed in this way, to treat the ore and dispose of the tailings in an environmentally sound manner, negotiating pricing for the sale of the concentrate, precious metal prices, financing, just to name a few. Another way forward yet to be considered is DSO (Direct Smelting Ore), shipping the ore as mined, crushed, screened and/or sized to a convenient size distribution for a client’s processing offshore. This would eliminate the need for milling. In other words, there is still a lot of work to do.

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Despite our optimism there is no guarantee that the project will be put into production by Globex and if it does how long it will take to achieve the required permitting, establish onsite infrastructure, etc.

The Quebec Government currently has proposed a series of changes to the Quebec Mining Act, which will directly affect proposed mining projects and exploration. Globex will need to study the potential effect of these law changes upon its efforts to work out a mining and processing plan including potentially disposal of the arsenic bearing tailings.

This press release was written by Jack Stoch, P. Geo., President and CEO of Globex in his capacity as a Qualified Person (Q.P.) under NI 43-101.

We Seek Safe Harbour.   Foreign Private Issuer 12g3 – 2(b)
  CUSIP Number 379900 50 9
LEI 529900XYUKGG3LF9PY95
For further information, contact:
Jack Stoch, P.Geo., Acc.Dir.
President & CEO
Globex Mining Enterprises Inc.
86, 14th Street
Rouyn-Noranda, Quebec Canada J9X 2J1
Tel.: 819.797.5242
Fax: 819.797.1470
info@globexmining.com
www.globexmining.com

Forward Looking Statements: Except for historical information, this news release may contain certain “forward looking statements”.  These statements may involve a number of known and unknown risks and uncertainties and other factors that may cause the actual results, level of activity and performance to be materially different from the expectations and projections of Globex Mining Enterprises Inc. (“Globex”).  No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits Globex will derive therefrom.  A more detailed discussion of the risks is available in the “Annual Information Form” filed by Globex on SEDAR at www.sedar.com.


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Bitfarms Reports Third Quarter 2024 Results

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– Revenue of $45 million, up 8% Q/Q and up 30% Y/Y –
– Gross mining margin of 38%, compared to 51% in Q2 2024 and 44% in Q3 2023 –
– Current hashrate of 11.9 EH/s, up from 10.4 EH/s in Q2 2024 –
– Current efficiency of 21 w/TH, a 16% improvement from June 30, 2024 –
– Synthetic HODL increased to 802 at October 31, 2024 from 208 long-dated BTC call options at June 30, 2024, up 286% –

This news release constitutes a “designated news release” for the purposes of the Company’s amended and restated prospectus supplement dated October 4, 2024, to its short form base shelf prospectus dated November 10, 2023.

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TORONTO, Ontario and BROSSARD, Québec, Nov. 13, 2024 (GLOBE NEWSWIRE) — Bitfarms Ltd. (Nasdaq/TSX: BITF), a global vertically integrated Bitcoin data center company, reported its financial results for the third quarter ended September 30, 2024. All financial references are in U.S. dollars.

During the quarter, Bitfarms continued to execute its transformational fleet upgrade and executed upon its strategic rebalancing and expansion of its operations in the U.S.

To that end, Bitfarms announced its acquisition of Stronghold Digital Mining, Inc. (Nasdaq: SDIG) (“Stronghold”), which is expected to put Bitfarms on track to increase its energy portfolio to over 950 MW by year-end 2025 with potential for multi-year expansion capacity of up to 1.6 GW. This represents a significant shift of Bitfarms’ portfolio towards the U.S., which will come to represent approximately 66% of the Company’s total portfolio, an eleven-fold increase from 6% operating power in the U.S. today. Bitfarms has already begun maximizing the utility of the Stronghold sites with two consecutive hosting agreements totaling 20,000 miners, signed in September and October, supporting approximately 4 EH/s. Upon close of the Stronghold acquisition, these hosting agreements will revert to self-mining operations.

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The Company continues to make progress on its fleet upgrade program, deploying 5,400 additional miners during the quarter and achieving its efficiency target of 21 w/TH three months ahead of schedule. This efficiency represents a 40% improvement year-to-date, reducing direct operating costs per terahash and improving gross margins.

In addition, Bitfarms will be upgrading the remaining 18,853 T21 miners to be delivered by Bitmain as part of Bitfarms’ fleet upgrade program announced last year. Under the agreement, Bitfarms will be installing more powerful and efficient S21 Pro miners, operating at 234 TH/s and 15 w/TH, which represents more than a 20% improvement from the T21 miners in both energy efficiency and hashrate.

During the quarter, Bitfarms took significant steps to strengthen its leadership team with new hires and a new management structure, providing greater scalability and accountability in data center development and operations, and laying the foundation for the establishment of HPC/AI operations. Bitfarms also strengthened its corporate governance with the appointment of two new directors and the appointment of the former Lead Director to Independent Chairman. The Bitfarms Board of Directors now consists of five members, four of whom are independent. The Company will hold a Special Meeting on November 20th to vote on an expansion of the Board from five to six members, the nomination of Andrew J. Chang to the Board, and the ratification of the Company’s Shareholder Rights Plan.

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In line with its strategy to diversify beyond Bitcoin mining and maximize the value of its power assets, Bitfarms has selected two U.S. sites for a one to two MW HPC/AI pilot site. While still early stages, the land and power are secured at both sites, with active conversations taking place with potential partners and suppliers to discuss potential accelerated deployment in 2025. The Company is currently in the process of finalizing terms, plans and budgets as the first step in executing a comprehensive long-term HPC/AI strategy.

CFO Jeff Lucas concluded, “Despite third quarter headwinds of record low hashprices for the Bitcoin mining industry, a 62% year-over-year increase in network difficulty, and the first full quarter following the April Halving Event, our mining operations remained profitable and continued to drive free cash flow. While we achieved our year-end efficiency target of 21 w/TH in the third quarter, shipping delays and continued miner servicing of our Bitmain T21s impacted our ability to reach 21 EH/s in 2024. We are working closely with Bitmain on warranty servicing and miner upgrades and expect to reach 21 EH/s in the first half of 2025.”

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“As previously communicated, 2024 has been a transformative year for Bitfarms,” stated CEO Ben Gagnon. “Year-to-date, we’ve refreshed nearly our entire fleet of miners, significantly improving our mining economics, acquired one new site and entered agreements to acquire two additional new sites in the U.S., and completely revamped our operational and Board structure, strengthening our leadership and corporate governance.  We are now uniquely positioned with a strategic pipeline of over 950 MW in 2025 with nearly half a gigawatt of power infrastructure unallocated with miners. This represents a massive, secured, and cost-effective near-term growth opportunity with the flexibility necessary to maximize shareholder value as we approach the anticipated 2025 Bitcoin bull cycle.”

Q3 2024 & Recent Operating Highlights

Operations

  • Current hashrate of 11.9 EH/s, up from 10.4 EH/s in Q2 2024.
  • Averaged 7.6 BTC per day in daily production for Q3 2024.

Data Center Portfolio Expansion & Fleet Upgrade

  • Deployed 5,400 additional miners across three data centers in Canada, U.S., and Paraguay, for a total of approximately 47,900 miners deployed year-to-date in 2024.
  • Entered into a definitive merger agreement, pursuant to which the Company will acquire Stronghold, a vertically integrated crypto asset mining company with operations located in Pennsylvania, in a stock-for-stock merger transaction.
  • Closed the lease agreement in Sharon, Pennsylvania, providing the Company with an immediate capacity of 12 MW of electricity with up to 98 MW of additional development capacity. Bitfarms also signed a letter of intent for a lease to an additional 10 MW site, which would bring total site capacity to 120 MW.
  • Entered into two miner hosting agreements with Stronghold as of October 31, 2024, which will accelerate the deployment of 20,000 miners supporting approximately 4.0 EH/s.
  • On November 12, 2024, the Company amended its agreements with Bitmain to upgrade the remaining 18,853 Bitmain T21 miners to be delivered by Bitmain to superior performing S21 Pro miners. The upgrade will cost an incremental $33.2 million payable in cash or Bitcoin with the option for the Company to redeem the Bitcoin for cash in four quarterly payments based on the price of Bitcoin at the time the Bitcoin is originally tendered.

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Personnel Appointments & Corporate Updates

  • Appointed Ben Gagnon as Chief Executive Officer (“CEO”) and Director of the Board of Directors (“the Board”), Liam Wilson as Chief Operating Officer, Benoit Gobeil as Chief Infrastructure Officer, Alex Brammer as SVP of Mining Operations, and Rachel Silverstein as U.S. General Counsel.
  • Appointed Amy Freedman as Independent Director of the Board and Lead Director Brian Howlett as Independent Chairman of the Board; accepted the resignations of Nicolas Bonta and Andrés Finkielsztain from the Board.
  • Entered into a settlement agreement with Riot Platforms, Inc. on September 24, 2024
  • Settled the employment dispute with the former CEO.
  • Nominated Andrew Chang for election to the Board at the Special Meeting of Shareholders, taking place on November 20, 2024.

Q3 2024 Financial Highlights

  • Total revenue of $45 million, up 8% Q/Q.
  • Gross mining profit* and gross mining margin* of $17 million and 38%, respectively, down from $21 million and 51% in Q2 2024, respectively.
  • General and administrative expenses of $28 million, up 123% Q/Q.
  • Operating loss of $44 million, which included $10 million accelerated depreciation on older miners in connection with the transformative fleet upgrade, compared to an operating loss of $24 million in Q2 2024, which included $46 million accelerated depreciation on older miners.
  • Net loss of $37 million, or $(0.08) per basic and diluted share which included a $6 million non-cash gain for revaluation of warrant liabilities in connection with 2023 financing activities. This compares to a net loss of $27 million, or $(0.07) per basic and diluted share in Q2 2024, which included a $1 million non-cash expense for revaluation of warrant liabilities in connection with 2021 and 2023 financing activities.
  • Adjusted EBITDA* of $6 million, or 14% of revenue, down from $12 million, or 28% of revenue, in Q2 2024.
  • The Company earned 703 BTC at an average direct cost of production per BTC* of $36,000, compared to $30,600 in Q2 2024.
  • Total cash cost of production per BTC* was $52,400 in Q3 2024, up from $47,300 in Q2 2024 due to higher energy cost, increased network difficulty and lower transaction fees.

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Liquidity**
As of September 30, 2024, the Company had total liquidity** of $146 million, comprised of $73 million in cash and 1,147 BTC valued at $73 million based on a BTC price of $63,300 at September 30, 2024. As of October 31, 2024, the Company held 1,188 BTC.

Q3 2024 and Recent Financing Activities

  • Sold 461 BTC at an average price of $60,600 for total proceeds of $28 million in Q3 2024 and sold 194 of the 236 BTC earned during October 2024, generating total proceeds of $13 million. A portion of the funds was used to pay capital expenditures.
  • Added 41 BTC to treasury in October 2024 for a total of 1,188 BTC held in treasury, representing a total value of $84 million based on a $71,000 BTC price on October 31, 2024.
  • Synthetic HODL increased to 802 as of October 31, 2024 from 208 Bitcoin in Q2 2024, up 286%.
  • Raised $66 million in net proceeds during Q3 2024 bringing the total year-to-date net proceeds to $279 million through November 12th, 2024 through the Company’s 2024 at-the-market equity offering program.
  • Deposited a total of $15.6 million with Stronghold as of October 31, 2024, which is refundable on December 31, 2025, in connection with the two hosting agreements.
  • Collected the remaining $5 million balance of the Canadian sales tax recovery of the approximately $24 million total claims between February 5, 2022 and April 2024, for which the refund was confirmed by the provincial tax authorities in the second quarter of 2024.

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Quarterly Operating Performance

  Q3 2024 Q2 2024 Q3 2023
Total BTC earned 703 614 1,172
Average Watts/Average TH efficiency*** 23 28 36
BTC sold 461 515 1,018
  As of
September 30,
As of
June 30,
As of
September 30,
  2024 2024 2023
Operating EH/s 11.3 10.4 6.1
Operating capacity (MW) 310 310 234
Hydropower (MW) 256 256 183


Quarterly Average Revenue**** and Cost of Production per BTC*

  Q3 2024 Q2 2024 Q1 2024 Q4 2023 Q3 2023
Avg. Rev****/BTC $60,900 $65,800 $52,400 $36,400 $28,100
Direct Cost*/BTC $36,000 $30,600 $18,400 $14,400 $15,100
Total Cash Cost*/BTC $52,400 $47,300 $27,900 $23,200 $20,800


* Gross mining profit, gross mining margin, EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Direct Cost per BTC and Total Cash Cost per BTC are non-IFRS financial measures or ratios and should be read in conjunction with, and should not be viewed as alternatives to or replacements of measures of operating results and liquidity presented in accordance with IFRS. Readers are referred to the reconciliations of non-IFRS measures included in the Company’s MD&A and at the end of this press release.

** Liquidity represents cash and balance of digital assets.
*** Average watts represent the energy consumption of miners.
**** Average revenue per BTC is for mining operations only and excludes Volta revenue.

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Conference Call

Management will host a conference call today at 8:00 am EST. A presentation of the Q3 2024 results will be accessible before the call on the Investor website and can be accessed here.

The live webcast and a webcast replay of the conference call can be accessed here. To access the call by telephone, register here to receive dial-in numbers and a unique PIN to join the call.

Upcoming Conferences & Events

November 14: Cantor Crypto, Digital Assets & AI Infrastructure Conference (Miami)
November 19-20: ROTH Technology Conference (NYC)
November 20: Special Meeting of Bitfarms Shareholders (Virtual)
December 4: B. Riley Crypto & Energy Infrastructure Conference (NYC)
December 12: Northland Growth Conference (Virtual)
January 14-15, 2025: Needham Growth Conference (NYC)

Non-IFRS Measures*
As a Canadian company, Bitfarms follows International Financial Reporting Standards (IFRS) which are issued by the International Accounting Standard Board (IASB). Under IFRS rules, the Company does not reflect the revaluation gains on the mark-to-market of its Bitcoin holdings in its income statement. It also does not include the revaluation losses on the mark-to-market of its Bitcoin holdings in Adjusted EBITDA, which is a measure of the cash profitability of its operations and does not reflect the change in value of its assets and liabilities.

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The Company uses Adjusted EBITDA to measure its operating activities’ financial performance and cash generating capability.

2023 Restatement
During the preparation of the Company’s financial statements for the year ended December 31, 2023, the Company reassessed the application of IFRS Accounting Standards on the accounting for warrants issued in connection with private placement financings conducted in 2021 and, as such, restated (the “Restatement”) its consolidated statements of financial position as of December 31, 2022 and January 1, 2022, its consolidated statements of profit or loss and comprehensive profit or loss for the year ended December 31, 2022,and the three and nine months ended September 30, 2024 and its consolidated statements of cash flows for the year ended December 31, 2022 and the nine months ended September 30, 2023, which were previously filed on SEDAR+ and EDGAR. For further details, consult Note 3e of the audited consolidated financial statements for the year ended December 31, 2023, and Note 3d of the interim condensed consolidated financial statements for the three and nine months ended September 30, 2024, available on SEDAR+ and EDGAR. As described in the interim MD&A for three and nine months ended September 30, 2024, available on SEDAR+ and EDGAR, the Company is undertaking remediation efforts in light of the Restatement and in order to improve the overall effectiveness of its internal control over financial reporting for the accounting of complex financial instruments.

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About Bitfarms Ltd.
Founded in 2017, Bitfarms is a global Bitcoin data center company that contributes its computational power to one or more mining pools from which it receives payment in Bitcoin. Bitfarms develops, owns, and operates vertically integrated mining farms with in-house management and company-owned electrical engineering, installation service, and multiple onsite technical repair centers. The Company’s proprietary data analytics system delivers best-in-class operational performance and uptime.

Bitfarms currently has 12 operating Bitcoin data centers and two under development, and two under Hosting agreements, situated in four countries: Canada, the United States, Paraguay, and Argentina. Powered predominantly by environmentally friendly hydro-electric and long-term power contracts, Bitfarms is committed to using sustainable and often underutilized energy infrastructure.

To learn more about Bitfarms’ events, developments, and online communities:

www.bitfarms.com
https://www.facebook.com/bitfarms/
https://twitter.com/Bitfarms_io
https://www.instagram.com/bitfarms/
https://www.linkedin.com/company/bitfarms/

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Glossary of Terms

  • BTC BTC/day = Bitcoin or Bitcoin per day
  • EH or EH/s = Exahash or exahash per second
  • MW or MWh = Megawatts or megawatt hour
  • w/TH = Watts/Terahash efficiency (includes cost of powering supplementary equipment)
  • Q/Q = Quarter over Quarter
  • Y/Y = Year over Year
  • Synthetic HODL™ = the use of instruments that create Bitcoin equivalent exposure
  • HPC/AI = High Performance Computing / Artificial Intelligence

Forward-Looking Statements  

This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. The statements and information in this release regarding the impact of the hosting agreements, projected growth, target hashrate, opportunities relating to the Company’s geographical diversification and expansion, deployment of miners as well as the timing therefore, closing of the Stronghold acquisition on a timely basis and on the terms as announced, the ability to gain access to additional electrical power and grow hashrate of the Stronghold business, performance of the plants and equipment upgrades and the impact on operating capacity including the target hashrate and multi-year expansion capacity, the opportunities to leverage Bitfarms’ proven expertise to successfully enhance energy efficiency and hashrate, and other statements regarding future growth, plans and objectives of the Company are forward-looking information.

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Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “prospects”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

This forward-looking information is based on assumptions and estimates of management of Bitfarms at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Bitfarms to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors, risks and uncertainties include, among others: receipt of the approval of the shareholders of Stronghold and the Toronto Stock Exchange for the Stronghold acquisition as well as other applicable regulatory approvals; that the Stronghold acquisition may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the parties for a number of reasons including, without limitation, as a result of a failure to satisfy the conditions to closing of the Stronghold acquisition; the construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or at all; new miners may not perform up to expectations; revenue may not increase as currently anticipated, or at all; the ongoing ability to successfully mine digital currency is not assured; failure of the equipment upgrades to be installed and operated as planned; the availability of additional power may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the power purchase agreements and economics thereof may not be as advantageous as expected; potential environmental cost and regulatory penalties due to the operation of the Stronghold plants which entail environmental risk and certain additional risk factors particular to the business of Stronghold including, land reclamation requirements may be burdensome and expensive, changes in tax credits related to coal refuse power generation could have a material adverse effect on the business, financial condition, results of operations and future development efforts, competition in power markets may have a material adverse effect on the results of operations, cash flows and the market value of the assets, the business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements, the operations are subject to a number of risks arising out of the threat of climate change, and environmental laws, energy transitions policies and initiatives and regulations relating to emissions and coal residue management, which could result in increased operating and capital costs and reduce the extent of business activities, operation of power generation facilities involves significant risks and hazards customary to the power industry that could have a material adverse effect on our revenues and results of operations, and there may not have adequate insurance to cover these risks and hazards, employees, contractors, customers and the general public may be exposed to a risk of injury due to the nature of the operations, limited experience with carbon capture programs and initiatives and dependence on third-parties, including consultants, contractors and suppliers to develop and advance carbon capture programs and initiatives, and failure to properly manage these relationships, or the failure of these consultants, contractors and suppliers to perform as expected, could have a material adverse effect on the business, prospects or operations; the digital currency market; the ability to successfully mine digital currency; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power to operate cryptocurrency mining assets; the risks of an increase in electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which Bitfarms and Stronghold operate and the potential adverse impact on profitability; future capital needs and the ability to complete current and future financings, including Bitfarms’ ability to utilize an at-the-market offering program ( “ATM Program”) and the prices at which securities may be sold in such ATM Program, as well as capital market conditions in general; share dilution resulting from an ATM Program and from other equity issuances; volatile securities markets impacting security pricing unrelated to operating performance; the risk that a material weakness in internal control over financial reporting could result in a misstatement of financial position that may lead to a material misstatement of the annual or interim consolidated financial statements if not prevented or detected on a timely basis; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and the adoption or expansion of any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so. For further information concerning these and other risks and uncertainties, refer to Bitfarms’ filings on www.sedarplus.ca (which are also available on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov), including the MD&A for the year-ended December 31, 2023, filed on March 7, 2024 and the MD&A for the three and nine months ended September 30, 2024 filed on November 13, 2024, and its registration statement on Form F-4 (File No. 333-282657) filed by Bitfarms with the SEC (the “registration statement”), which includes a proxy statement of Stronghold that also constitutes a prospectus of Bitfarms (the “proxy statement/prospectus”). Although Bitfarms has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by Bitfarms. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Bitfarms does not undertake any obligation to revise or update any forward-looking information other than as required by law. Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.

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Additional Information about the Merger and Where to Find It
This communication relates to a proposed merger between Stronghold and Bitfarms. In connection with the proposed merger, Bitfarms has filed the registration statement with the SEC. After the registration statement is declared effective, Stronghold will mail the proxy statement/prospectus to its shareholders. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other relevant documents Bitfarms and Stronghold has filed or will file with the SEC. Investors are urged to read the proxy statement/prospectus (including all amendments and supplements thereto) and other relevant documents filed with the SEC carefully and in their entirety if and when they become available because they will contain important information about the proposed merger and related matters.

Investors may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by Bitfarms and Stronghold with the SEC, when they become available, through the website maintained by the SEC at www sec.gov. Copies of the documents may also be obtained for free from Bitfarms by contacting Bitfarms’ Investor Relations Department at investors@bitfarms.com and from Stronghold by contacting Stronghold’s Investor Relations Department at SDIG@gateway-grp.com.

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No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in Solicitation Relating to the Merger 
Bitfarms, Stronghold, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from Stronghold’s shareholders in respect of the proposed merger. Information regarding Bitfarms’ directors and executive officers can be found in Bitfarms’ annual information form for the year ended December 31, 2023, filed on March 7, 2024, as well as its other filings with the SEC. Information regarding Stronghold’s directors and executive officers can be found in Stronghold’s proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 29, 2024, and supplemented on June 7, 2024, and in its Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. This communication may be deemed to be solicitation material in respect of the proposed merger. Additional information regarding the interests of such potential participants, including their respective interests by security holdings or otherwise, is set forth in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger if and when they become available. These documents are available free of charge on the SEC’s website and from Bitfarms and Stronghold using the sources indicated above.

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Investor Relations Contacts:

Bitfarms
Tracy Krumme
SVP, Head of IR & Corp. Comms.
+1 786-671-5638
tkrumme@bitfarms.com

Media Contacts:

Québec: Tact
Louis-Martin Leclerc
+1 418-693-2425
lmleclerc@tactconseil.ca        

 
Bitfarms Ltd. Consolidated Financial & Operational Results
 
    Three months ended September 30, Nine months ended September 30,
(U.S.$ in thousands except where indicated)   2024   2023 (3) $ Change % Change 2024   2023 (3) $ Change % Change
Revenues   44,853   34,596   10,257   30 % 136,718   100,125   36,593   37 %
Cost of revenues   (56,642 ) (43,462 ) (13,180 ) 30 % (170,464 ) (123,384 ) (47,080 ) 38 %
Gross loss   (11,789 ) (8,866 ) (2,923 ) 33 % (33,746 ) (23,259 ) (10,487 ) 45 %
Gross margin (1)   (26 )% (26 )%     (25 )% (23 )%    
                   
Operating expenses                  
General and administrative expenses   (27,600 ) (8,372 ) (19,228 ) 230 % (53,198 ) (25,887 ) (27,311 ) 106 %
(Revaluation loss) reversal of revaluation loss on digital assets     (1,183 ) 1,183   100 %   1,512   (1,512 ) (100 )%
Loss on disposition of property, plant and equipment and deposits   (875 ) (217 ) (658 ) 303 % (606 ) (1,776 ) 1,170   (66 )%
Impairment on short-term prepaid deposits, property, plant and equipment and assets held for sale   (3,628 )   (3,628 ) (100 )% (3,628 ) (9,982 ) 6,354   (64 )%
Operating loss   (43,892 ) (18,638 ) (25,254 ) 135 % (91,178 ) (59,392 ) (31,786 ) 54 %
Operating margin (1)   (98 )% (54 )%     (67 )% (59 )%    
                   
Net financial income   7,241   2,532   4,709   186 % 17,367   12,492   4,875   39 %
Net loss before income taxes   (36,651 ) (16,106 ) (20,545 ) 128 % (73,811 ) (46,900 ) (26,911 ) 57 %
                   
Income tax (expense) recovery   2   (401 ) 403   100 % 4,583   23   4,560   nm  
Net loss   (36,649 ) (16,507 ) (20,142 ) 122 % (69,228 ) (46,877 ) (22,351 ) 48 %
                   
Basic and diluted loss per share (in U.S. dollars)   (0.08 ) (0.06 )     (0.17 ) (0.19 )    
Change in revaluation surplus – digital assets, net of tax   721   (824 ) 1,545   188 % 12,699   1,567   11,132   710 %
Total comprehensive loss, net of tax   (35,928 ) (17,331 ) (18,597 ) 107 % (56,529 ) (45,310 ) (11,219 ) 25 %
                   
Gross Mining profit (2)   16,699   14,527   2,172   15 % 68,689   44,823   23,866   53 %
Gross Mining margin (2)   38 % 44 %     52 % 47 %    
EBITDA (2)   (9,836 ) 5,999   (15,835 ) (264 )% 38,563   18,633   19,930   107 %
EBITDA margin (2)   (22 )% 17 %     28 % 19 %    
Adjusted EBITDA (2)   6,352   8,883   (2,531 ) (28 )% 41,424   27,226   14,198   52 %
Adjusted EBITDA margin (2)   14 % 26 %     30 % 27 %    

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1         Gross margin and Operating margin are supplemental financial ratios; refer to Section 9 – Non-IFRS and Other Financial Measures and Ratios of the Company’s MD&A.
2         Gross Mining profit, Gross Mining margin, EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures or ratios; refer to Section 9 – Non-IFRS and Other Financial Measures and Ratios of the Company’s MD&A.
3         Prior year figures are derived from restated financial statements. Refer to the Q3 2024 interim financial statements Note 3d – Basis of Presentation and Material Accounting Policy Information Restatement.
   

 

 
Bitfarms Ltd. Reconciliation of Consolidated Net Income (loss) to EBITDA and Adjusted EBITDA
 
    Three months ended September 30, Nine months ended September 30,
(U.S.$ in thousands except where indicated)   2024   2023 (1)   $ Change   % Change   2024   2023 (1)   $ Change   % Change  
Revenues   44,853   34,596   10,257   30 % 136,718   100,125   36,593   37 %
                                   
Net loss before income taxes   (36,651 ) (16,106 ) (20,545 ) 128 % (73,811 ) (46,900 ) (26,911 ) 57 %
Interest (income) and expense   (2,014 ) 338   (2,352 ) (696 )% (4,009 ) 2,538   (6,547 ) (258 )%
Depreciation and amortization   28,829   21,767   7,062   32 % 125,143   62,995   62,148   99 %
Sales tax recovery – depreciation and amortization         % (8,760 )   (8,760 ) 100 %
EBITDA   (9,836 ) 5,999   (15,835 ) (264 )% 38,563   18,633   19,930   107 %
EBITDA margin   (22)%   17 %     28 % 19 %    
Share-based payment   5,159   2,011   3,148   157 % 9,928   7,009   2,919   42 %
Impairment on short-term prepaid deposits, property, plant and equipment and assets held for sale   3,628     3,628   100 % 3,628   9,982   (6,354 ) (64 )%
Revaluation loss (reversal of revaluation loss) on digital assets     1,183   (1,183 ) 100 %   (1,512 ) 1,512   100 %
Gain on extinguishment of long-term debt and lease liabilities         %   (12,835 ) 12,835   100 %
(Gain) loss revaluation of warrants   (5,704 ) (2,196 ) (3,508 ) 160 % (13,289 ) 214   (13,503 ) nm  
Gain on disposition of marketable securities   (780 ) (4,120 ) 3,340   (81 )% (1,531 ) (11,246 ) 9,715   (86 )%
Service fees not associated with ongoing operations   9,253     9,253   100 % 12,479     12,479   100 %
Sales tax recovery – prior years – energy and infrastructure and general and administrative expenses (2)     2,366   (2,366 ) 100 % (16,081 ) 6,796   (22,877 ) (337 )%
Net financial expense and other   4,632   3,640   992   27 % 7,727   10,185   (2,458 ) (24 )%
Adjusted EBITDA   6,352   8,883   (2,531 ) (28 )% 41,424   27,226   14,198   52 %
Adjusted EBITDA margin   14 % 26 %     30 % 27 %    

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1         Prior year figures are derived from restated financial statements. Refer to the Q2 2024 interim financial statements Note 3d – Basis of Presentation and Material Accounting Policy Information Restatement.
2         Sales tax recovery relating to energy and infrastructure and general and administrative expenses have been allocated to their respective periods; refer to the Q3 2024 interim financial statements Note 23b – Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss (Canadian sales tax refund).
   
 
Bitfarms Ltd. Calculation of Gross Mining Profit and Gross Mining Margin
 
    Three months ended September 30, Nine months ended September 30,
(U.S.$ in thousands except where indicated)   2024   2023   $ Change   % Change   2024   2023   $ Change   % Change  
Gross loss   (11,789 ) (8,866 ) (2,923 ) 33 % (33,746 ) (23,259 ) (10,487 ) 45 %
Non-Mining revenues¹   (1,451 ) (1,697 ) 246   (14 )% (3,510 ) (3,775 ) 265   (7 )%
Depreciation and amortization   28,829   21,767   7,062   32 % 125,143   62,995   62,148   99 %
Sales tax recovery – depreciation and amortization         % (8,760 )   (8,760 ) (100 )%
Electrical components and salaries   1,097   1,299   (202 ) (16 )% 2,678   3,050   (372 ) (12 )%
Sales tax recovery – prior years – energy and infrastructure²     2,138   (2,138 ) 100 % (14,338 ) 6,155   (20,493 ) (333 )%
Other   13   (114 ) 127   nm   1,222   (343 ) 1,565   nm  
Gross Mining profit   16,699   14,527   2,172   15 % 68,689   44,823   23,866   53 %
Gross Mining margin   38 % 44 %     52 % 47 %    

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(1) Non-Mining revenues reconciliation:
    Three months ended September 30, Nine months ended September 30,
(U.S.$ in thousands except where indicated)   2024   2023   $ Change   % Change   2024   2023   $ Change   % Change  
Revenues   44,853   34,596   10,257   30 % 136,718   100,125   36,593   37 %
Less Mining related revenues for the purpose of calculating gross Mining margin:                          
Mining revenues³   (43,402 ) (32,899 ) (10,503 ) 32 % (133,208 ) (96,350 ) (36,858 ) 38 %
Non-Mining revenues   1,451   1,697   (246 ) (14 )% 3,510   3,775   (265 ) (7 )%
(2) Sales tax recovery relating to energy and infrastructure expenses has been allocated to their respective periods; refer to Q3 2024 interim financial statements Note 23b – Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss (Canadian sales tax refund).
(3) Mining revenues include Revenues from sale of computational power used for hashing calculations and Revenue from computational power sold in exchange of services.
   
Bitfarms Ltd. Calculation of Direct Cost and Direct Cost per BTC
 
    Three months ended September 30, Nine months ended September 30,
(U.S.$ in thousands except where indicated)   2024   2023   $ Change   % Change   2024   2023   $ Change   % Change  
Cost of revenues   56,642   43,462   13,180   30 % 170,464   123,384   47,080   38 %
Depreciation and amortization   (28,829 ) (21,767 ) (7,062 ) 32 % (125,143 ) (62,995 ) (62,148 ) 99 %
Sales tax recovery – depreciation and amortization         % 8,760     8,760   100 %
Electrical components and salaries   (1,097 ) (1,299 ) 202   (16 )% (2,678 ) (3,050 ) 372   (12 )%
Infrastructure   (1,432 ) (600 ) (832 ) 139 % (4,328 ) (2,303 ) (2,025 ) 88 %
Sales tax recovery – prior years – energy and infrastructure (1)     (2,138 ) 2,138   (100 )% 14,338   (6,155 ) 20,493   (333 )%
Other         %   82   (82 ) (100 )%
Direct Cost   25,284   17,658   7,626   43 % 61,413   48,963   12,450   25 %
Quantity of BTC earned   703   1,172   (469 ) (40 )% 2,260   3,692   (1,432 ) (39 )%
Direct Cost per BTC (in U.S. dollars)   36,000   15,100   20,900   138 % 27,200   13,300   13,900   105 %

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Bitfarms Ltd. Calculation of Total Cash Cost and Total Cost per BTC
 
    Three months ended September 30, Nine months ended September 30,
(U.S.$ in thousands except where indicated)   2024   2023   $ Change   % Change   2024   2023   $ Change   % Change  
Cost of revenues   56,642   43,462   13,180   30 % 170,464   123,384   47,080   38 %
General and administrative expenses   27,600   8,372   19,228   230 % 53,198   25,887   27,311   106 %
    84,242   51,834   32,408   63 % 223,662   149,271   74,391   50 %
Depreciation and amortization   (28,829 ) (21,767 ) (7,062 ) 32 % (125,143 ) (62,995 ) (62,148 ) 99 %
Non-cash service expense (2)   (564 )   (564 ) 100 % (564 )   (564 ) 100 %
Sales tax recovery – depreciation and amortization         % 8,760     8,760   100 %
Electrical components and salaries   (1,097 ) (1,299 ) 202   (16 )% (2,678 ) (3,050 ) 372   (12 )%
Share-based payment   (5,159 ) (2,011 ) (3,148 ) 157 % (9,928 ) (7,009 ) (2,919 ) 42 %
Service fees not associated with ongoing operations   (9,253 )   (9,253 ) 100 % (12,479 )   (12,479 ) 100 %
Sales tax recovery – prior years – energy and infrastructure and general and administrative expenses (1)     (2,366 ) 2,366   100 % 16,081   (6,796 ) 22,877   nm  
Other   (2,500 ) 23   (2,523 ) nm   (5,659 ) 510   (6,169 ) nm  
Total Cash Cost   36,840   24,414   12,426   51 % 92,052   69,931   22,121   32 %
Quantity of BTC earned   703   1,172   (469 ) (40 )% 2,260   3,692   (1,432 ) (39 )%
Total Cash Cost per BTC (in U.S. dollars)   52,400   20,800   31,600   152 % 40,700   18,900   21,800   115 %

nm: not meaningful

   
1         Sales tax recovery relating to energy and infrastructure and general and administrative expenses have been allocated to their respective periods; refer to Q3 2024 interim financial statements Note 23b – Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss (Canadian sales tax refund).
2         Non-cash service expense, included in infrastructure, which was exchanged for computational power sold.


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Osisko Development Closes US$57.5 Million Marketed Private Placement of Units

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MONTREAL, Nov. 12, 2024 (GLOBE NEWSWIRE) — Osisko Development Corp. (NYSE: ODV, TSXV: ODV) (“Osisko Development” or the “Company“) is pleased to announce the successful closing of its previously announced private placement of 31,946,366 units of the Company (“Units“) at a price of US$1.80 per Unit, including the exercise in full of the Agents’ option, for aggregate gross proceeds of approximately US$57.5 million (the “Offering“). The Offering included a lead order from Condire Investors, LLC (“Condire“), an investment firm based in Dallas, Texas, resulting in an approximate 8.8% holding in the Company’s issued and outstanding common shares immediately following the closing of the Offering (on a non-diluted basis). Concurrently with the Offering, the Company and Condire have agreed to find a mutually agreeable addition to the Company’s Board of Directors or, alternatively, a Board observer.

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Sean Roosen, Chair and CEO of Osisko Development, commented:
“The closing of this significantly oversubscribed offering – alongside the recently closed successful US$34.5 million non-brokered offering – places the Company in an excellent position to execute on key project de-risking milestones and pre-construction activities for the Cariboo Gold Project, including completion of an updated optimized feasibility study expected in Q2 2025. We are very excited to welcome Condire as a prominent shareholder. The strong support received in this offering from Condire and a number of other large long-term focused institutional investors is a testament to the quality and value of the Cariboo project along with a positive endorsement of our team. With an improved balance sheet and capital structure, the Company is primed for success ahead of a pivotal year.”

Each Unit consists of one common share of the Company (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“). Each Warrant shall entitle the holder thereof to purchase one Common Share (each, a “Warrant Share“), at a price of US$3.00 per Warrant Share on or prior to October 1, 2029. The Warrants acquired by Condire under the Offering are subject to a blocker provision, which limits Condire’s exercise of any Warrants that, upon giving effect to such exercise, would cause the Common Shares owned by Condire to be equal to or exceed 10% of the issued and outstanding Common Shares.

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The Offering was conducted on a “best efforts” agency basis by National Bank Financial Inc., as lead left agent, and Cantor Fitzgerald Canada Corporation and Eight Capital, as lead agents (collectively, the “Agents“). In connection with the Offering, the Agents were paid a cash commission equal to 4.5% of the aggregate gross proceeds of the Offering.

The Company intends to use the net proceeds of the Offering towards the advancement of its Cariboo and Tintic projects, to partially repay its existing credit facility and for general corporate purposes. All securities issued under the Offering will be subject to a hold period expiring four months and one day from the date of issue pursuant to applicable Canadian securities laws. The Offering remains subject to final acceptance of the TSX Venture Exchange.

The securities have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the “United States” or “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with an exemption from such registration requirements. This news release is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction.

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ABOUT OSISKO DEVELOPMENT CORP.

Osisko Development Corp. is a North American gold development company focused on past-producing mining camps located in mining friendly jurisdictions with district scale potential. The Company’s objective is to become an intermediate gold producer by advancing its 100%-owned Cariboo Gold Project, located in central B.C., Canada, the Tintic Project in the historic East Tintic mining district in Utah, U.S.A., and the San Antonio Gold Project in Sonora, Mexico. In addition to considerable brownfield exploration potential of these properties, that benefit from significant historical mining data, existing infrastructure and access to skilled labour, the Company’s project pipeline is complemented by other prospective exploration properties. The Company’s strategy is to develop attractive, long-life, socially and environmentally sustainable mining assets, while minimizing exposure to development risk and growing mineral resources.

For further information, visit our website at www.osiskodev.com or contact:

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CAUTION REGARDING 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 in this news release may include, without limitation, statements pertaining to the use of the net proceeds from the Offering and the results therefrom; the results of derisking programs at the Cariboo project; the results and timing of the updated feasibility study at the Cariboo project; progress in respect of pre-construction activities at the Cariboo project; and the ability to obtain the final acceptance of the TSX Venture Exchange. 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. Actual results could differ materially due to a number of factors, including, without limitation, satisfying the requirements of the TSX Venture Exchange (if at all). Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company 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 the 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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.


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Crown Point Announces Operating and Financial Results for the Three and Nine Months Ended September 30, 2024

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CALGARY, Alberta, Nov. 11, 2024 (GLOBE NEWSWIRE) — TSX-V: CWV: Crown Point Energy Inc. (“Crown Point”, the “Company” or “we) today announced its financial and operating results for the three and nine months ended September 30, 2024.

Selected information is outlined below and should be read in conjunction with the Company’s September 30, 2024 unaudited condensed interim consolidated financial statements and management’s discussion and analysis (“MD&A”) that are being filed with Canadian securities regulatory authorities and will be made available under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.crownpointenergy.com. All dollar figures are expressed in United States dollars (“USD”) unless otherwise stated.

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In the following discussion, the three months ended September 30, 2024 may be referred to as “Q3 2024”. The comparative three months ended September 30, 2023, may be referred to as “Q3 2023”.

Q3 2024 SUMMARY

During Q3 2024, the Company:

  • Reported net cash used in operating activities of $1.8 million and funds flow used in operating activities of $1.2 million;
  • Earned $5.6 million of oil and natural gas sales revenue on total average daily sales volumes of 1,410 BOE per day, lower than $7.4 million of oil and natural gas sales revenue earned on total average daily sales volumes of 1,502 BOE per day in Q3 2023 due to lower oil sales volumes in the Mendoza Concessions;
  • Received an average of $3.48 per mcf for natural gas and $66.19 per bbl for oil;
  • Reported an operating netback of $(3.02) per BOE 1 mainly due to the increase in operating expense in Mendoza Concessions combined with a decrease in natural gas and oil prices in TDF Concessions;
  • Obtained $2.5 million of working capital and overdraft loans, issued $7.18 million principal amount of unsecured fixed-rate Series V Notes and repaid $2.1 million of notes payable and $3.5 million of working capital and export financing loans;
  • Reported a loss before taxes of $3.5 million and a net loss of $2.1 million;
  • Reported a working capital deficit2 of $29.7 million; and
  • Entered into an agreement to acquire a 16.9972% non-operating participating interest in the TDF Concessions for $0.7 million cash ($0.3 million of which was paid as a deposit), subject to customary closing adjustments. Completion of the acquisition is subject to the receipt of all necessary regulatory, stock exchange and Provincial approvals, the waiver or expiration of applicable rights of first refusal, and other customary closing conditions.

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_______________________________

1 Non-IFRS financial ratio. See “Non-IFRS and Other Financial Measures”.
2 Capital management measure. See “Non-IFRS and Other Financial Measures”.

SUBSEQUENT EVENTS

Subsequent to September 30, 2024 the Company:

  • Obtained working capital and overdraft loans for a total amount of $5.76 million and repaid $0.64 million on working capital loans.
  • Repaid the first $3.4 million principal installment on the Series IV Notes.
  • Issued a total of $22 million principal amount of secured fixed-rate Series VI Notes for cash consideration, which are denominated in USD and payable in USD. The principal amount of the Series VI Notes is repayable in three equal installments, starting on October 30, 2026 and ending on October 30, 2027. The Series VI Notes accrue interest at a fixed rate of 9.5% per annum, payable every six months in arrears from the issue date. The Series VI Notes are secured with a pledge on crude oil sales collections from the Santa Cruz Concessions.
  • On October 31, 2024, the Company completed the acquisition of a 100% operating interest in the Piedra Clavada and Koluel Kaike hydrocarbon exploitation concessions (“Santa Cruz Concessions“). On the closing date, the Company paid $9.6 million in cash, which corresponds to the remaining balance of the $12 million base consideration (a $2.4 million advance was previously paid). Additionally, non-cash consideration was agreed to be paid over a 15-year period from the closing date, under which the Company will deliver to the Seller a monthly quantity of oil produced in the Santa Cruz Concessions, ranging from 0 to 600 barrels of oil per day, subject to the market price of oil determined for each month.

    Additionally, the Company paid in cash: i) $11.3 million for the crude oil inventories and consumables, ii) $5.3 million for the capitalizable investments and iii) $4.6 million for the corresponding taxes, less the estimated net income from the Santa Cruz Concessions as of October 31, 2024, which was $3.2 million. The total amount disbursed, on October 31, 2024, was $27.6 million and the total amount paid for the Santa Cruz Concessions (including the $2.4 million advance) was $30 million, including taxes.

    The purchase price was financed through the proceeds from the issuance of the Series VI Notes for $22 million, plus debt financing obtained with the backing of the Company’s controlling shareholders. The amount paid is subject to the final review by the parties involved.

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OPERATIONAL UPDATE

Tierra del Fuego Concessions (“TDF” or “TDF Concessions”)

During Q3 2024, San Martin oil production averaged 453 (net 157) bbls of oil per day; Las Violetas concession natural gas production averaged 8,960 (net 3,112) mcf per day and oil production averaged 218 (net 76) bbls of oil per day.

Mendoza Concessions

During Q3 2024, the UTE carried out one workover on an oil well in the the Chañares Herrados concession. Oil production for Q3 2024 averaged 812 (net 406) bbls of oil per day from the Chañares Herrados concession and 140 (net 70) bbls of oil per day from the Puesto Pozo Cercado Oriental concession.

OUTLOOK

  • The Company’s capital spending on developed and producing assets for fiscal 2024 is budgeted at approximately $3.6 million of which $0.8 million is for improvements to facilities in the TDF Concessions and $2.8 million is for well workovers, facilities improvements and optimization in the Mendoza Concessions. During the nine months ended September 30, 2024, the Company incurred $1.8 million of capital expenditures in the Mendoza and TDF Concessions.

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SUMMARY OF FINANCIAL INFORMATION

(expressed in $, except shares outstanding) September 30
2024
December 31
2023
Current assets 5,492,636   7,636,408  
Current liabilities (35,165,540 ) (19,422,342 )
Working capital(1) (29,672,904 ) (11,785,934 )
Exploration and evaluation assets 14,094,575   14,103,353  
Property and equipment 41,925,646   45,834,731  
Total assets 66,215,433   67,785,665  
Non-current financial liabilities(1) 8,993,076   18,317,856  
Share capital 56,456,328   56,456,328  
Total common shares outstanding 72,903,038   72,903,038  
(expressed in $, except shares outstanding) Three months ended Nine months ended
  September 30 September 30
  2024   2023   2024   2023  
Oil and natural gas sales revenue 5,560,809   7,400,992   17,246,209   21,235,332  
Loss before taxes (3,490,096 ) (2,084,976 ) (9,966,566 ) (7,751,038 )
Net loss (2,063,972 ) (2,027,637 ) (6,024,390 ) (6,031,549 )
Net loss per share(2) (0.03 ) (0.03 ) (0.08 ) (0.08 )
Net cash (used) provided by operating activities (1,793,711 ) 2,144,720   (2,861,420 ) 2,453,571  
Net cash per share – operating activities(1)(2) (0.02 ) 0.03   (0.04 ) 0.03  
Funds flow (used) provided by operating activities (1,201,259   622,333   (2,085,892 ) (501,188 )
Funds flow per share – operating activities(1)(2) (0.02 ) 0.01   (0.03 ) (0.01 )
Weighted average number of shares – basic -diluted 72,903,038   72,903,038   72,903,038   72,903,038  

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(1) We adhere to International Financial Reporting Standards (“IFRS”), however the Company also employs certain non-IFRS measures to analyze financial performance, financial position, and cash flow. “Working capital” is a capital management measure. “Non-current financial liabilities” is a supplemental financial measure. “Net cash per share – operating activities” is a supplemental financial measure. “Funds flow per share – operating activities” is a supplemental financial measure. See “Non-IFRS and Other Financial Measures”.
(2) All per share figures are the same for the basic and diluted weighted average number of shares outstanding in the periods. The effect of options is anti-dilutive in loss periods. Per share amounts may not add due to rounding.

Sales Volumes

  Three months ended Nine months ended
  September 30 September 30
  2024   2023   2024   2023  
Total sales volumes (BOE) 129,807   138,243   370,183   407,863  
Light oil bbls per day 679   962   768   941  
NGL bbls per day 15   19   18   18  
Natural gas mcf per day 4,298   3,128   3,392   3,213  
Total BOE per day 1,410   1,502   1,351   1,495  

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Operating Netback (1)

  Three months ended Nine months ended
  September 30 September 30
  2024 2023 2024 2023
    Per BOE   Per BOE   Per BOE   Per BOE
Oil and natural gas sales revenue ($) 5,560,809   42.84   7,400,992   53.54   17,246,209   46.59   21,235,332   52.06  
Export tax ($) (76,514 ) (0.59 ) (139,494 ) (1.01 ) (309,309 ) (0.84 ) (377,964 ) (0.93 )
Royalties and turnover tax ($) (999,926 ) (7.70 ) (1,299,685 ) (9.40 ) (3,045,017 ) (8.23 ) (3,557,850 ) (8.72 )
Operating costs ($) (4,877,196 ) (37.57 ) (4,793,415 ) (34.67 ) (14,118,773 ) (38.14 ) (15,048,736 ) (36.90 )
Operating netback(1)($) (392,827 ) (3.02 ) 1,168,398   8.46   (226,890 ) (0.62 ) 2,250,782   5.51  
                 

(1) “Operating netback” is a non-IFRS measure. “Operating netback per BOE” is a non-IFRS ratio. See “Non-IFRS and Other Financial Measures”.

About Crown Point

Crown Point Energy Inc. is an international oil and gas exploration and development company headquartered in Calgary, Canada, incorporated in Canada, trading on the TSX Venture Exchange and operating in Argentina. Crown Point’s exploration and development activities are focused in four producing basins in Argentina, the Golfo San Jorge basin in the Province of Santa Cruz, the Austral basin in the province of Tierra del Fuego, and the Neuquén and Cuyo (or Cuyana) basins in the province of Mendoza. Crown Point has a strategy that focuses on establishing a portfolio of producing properties, plus production enhancement and exploration opportunities to provide a basis for future growth.

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Advisory

Non-IFRS and Other Financial Measures: Throughout this press release and in other materials disclosed by the Company, we employ certain measures to analyze financial performance, financial position, and cash flow. These non-IFRS and other financial measures do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures provided by other issuers. The non-IFRS and other financial measures should not be considered to be more meaningful than financial measures which are determined in accordance with IFRS, such as net income (loss), oil and natural gas sales revenue and net cash (used) provided by operating activities as indicators of our performance.

“Funds flow per share – operating activities” is a supplemental financial measure. Funds flow per share – operating activities is comprised of funds flow provided (used) by operating activities divided by the basic and diluted weighted average number of common shares outstanding for the period. See “Summary of Financial Information”.

“Net cash per share – operating activities” is a supplemental financial measure. Net cash per share – operating activities is comprised of net cash provided (used) by operating activities divided by the basic and diluted weighted average number of common shares outstanding for the period. See “Summary of Financial Information”.

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“Non-current financial liabilities” is a supplemental financial measure. Non-current financial liabilities is comprised of the non-current portions of trade and other payables, notes payable and lease liabilities as presented in the Company’s consolidated statements of financial position. See “Summary of Financial Information”.

“Operating Netback” is a non-IFRS measure. Operating netback is comprised of oil and natural gas sales revenue less export tax, royalties and turnover tax and operating costs. Management believes this measure is a useful supplemental measure of the Company’s profitability relative to commodity prices. See “Operating Netback” for a reconciliation of operating netback to oil and natural gas sales revenue, being our nearest measure prescribed by IFRS.

“Operating netback per BOE” is a non-IFRS ratio. Operating netback per BOE is comprised of operating netback divided by total BOE sales volumes in the period. Management believes this measure is a useful supplemental measure of the Company’s profitability relative to commodity prices. In addition, management believes that operating netback per BOE is a key industry performance measure of operational efficiency and provide investors with information that is also commonly presented by other crude oil and natural gas producers. Operating netback is a non-IFRS measure. See “Operating Netback” for the calculation of operating netback per BOE.

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“Working capital” is a capital management measure. Working capital is comprised of current assets less current liabilities. Management believes that working capital is a useful measure to assess the Company’s capital position and its ability to execute its existing exploration commitments and its share of any development programs. See “Summary of Financial Information” for a reconciliation of working capital to current assets and current liabilities, being our nearest measures prescribed by IFRS.

Abbreviations and BOE Presentation: “bbl” means barrel; “bbls” means barrels; “BOE” means barrels of oil equivalent; “mcf” means thousand cubic feet; “mmcf” means million cubic feet, “NGL” means natural gas liquids; “UTE” means Union Transitoria de Empresas, which is a registered joint venture contract established under the laws of Argentina; “WI” means working interest. All BOE conversions in this press release are derived by converting natural gas to oil in the ratio of six mcf of gas to one bbl of oil. BOE may be misleading, particularly if used in isolation. A BOE conversion ratio of six mcf of gas to one bbl of oil (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 price of crude oil as compared to natural gas in Argentina from time to time may be different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

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Forward-looking Information: This document contains forward-looking information. This information relates to future events and the Company’s future performance. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information. Such information represents the Company’s internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. This information involves known or unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. In addition, this document may contain forward-looking information attributed to third party industry sources. Crown Point believes that the expectations reflected in this forward-looking information are reasonable; however, undue reliance should not be placed on this forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. This press release contains forward-looking information concerning, among other things, the following: under “Q3 2024 Summary”, the Company’s expectations regarding the terms, conditions and timing for closing the proposed TDF acquisition, including the potential exercise of any ROFR; under “Outlook”, our estimated capital expenditure budget for fiscal 2024, and the capital expenditures that we intend to make in our concessions during such period; under “About Crown Point”, all elements of the Company’s business strategy and focus. The reader is cautioned that such information, although considered reasonable by the Company, may prove to be incorrect. Actual results achieved during the forecast period will vary from the information provided in this document as a result of numerous known and unknown risks and uncertainties and other factors. A number of risks and other factors could cause actual results to differ materially from those expressed in the forward-looking information contained in this document including, but not limited to, the following: that the Company is unable to truck oil to the Enap refinery and/or the Rio Cullen marine terminal and/or that the cost to do so rises and/or becomes uneconomic; that the price received by the Company for its oil is at a substantial discount to the Brent oil price; that the Company is not able to meet its obligations as they become due and continue as a going concern; that the Company is unable to complete the proposed acquisition of the additional interest in the TDF Concessions on the terms described herein or at all, whether due to the inability of the Company to obtain financing to fund the cash portion of the purchase price, obtain requisite regulatory approvals, satisfy applicable conditions precedent, the exercise of rights of first refusal, or otherwise;
risks associated with the insolvency and/or bankruptcy of our joint venture partners and/or the operators of the concessions in which we have an interest, including the risk that any such insolvency and/or bankruptcy has an adverse effect on one of our UTEs, one of our concessions and/or the Company; and the risks and other factors described under “Business Risks and Uncertainties” in our MD&A and under “Risk Factors” in the Company’s most recently filed Annual Information Form, which is available for viewing on SEDAR+ at www.sedarplus.ca. With respect to forward-looking information contained in this document, the Company has made assumptions regarding, among other things: that the Company will complete the proposed acquisition of the additional interest in the TDF Concessions on the terms described herein on a timely basis, including the ability of the Company to obtain the requisite financing to fund the cash portion of the purchase price on acceptable terms, obtain all requisite regulatory approvals and satisfy all applicable conditions precedent; trucking costs; the ability and willingness of OPEC+ nations and other major producers of crude oil to balance crude oil production levels and thereby sustain higher global crude oil prices; that our joint venture partners and the operators of our concessions that we do not operate will honour their contractual commitments in a timely fashion and will not become insolvent or bankrupt; the impact of inflation rates in Argentina and the devaluation of the Argentine peso against the USD on the Company; the impact of increasing competition; the general stability of the economic and political environment in which the Company operates (including in relation to the newly elected President and Vice-President of Argentina and their administration), including operating under a consistent regulatory and legal framework in Argentina; future oil, natural gas and NGL prices (including the effects of governmental incentive programs and government price controls thereon); the timely receipt of any required regulatory approvals; the ability of the Company to obtain qualified staff, equipment and services in a timely and cost efficient manner; drilling results; the costs of obtaining equipment and personnel to complete the Company’s capital expenditure program; the ability to operate the projects in which the Company has an interest in a safe, efficient and effective manner; that the Company will not pay dividends for the foreseeable future; the ability of the Company to obtain financing on acceptable terms when and if needed and continue as a going concern; the ability of the Company to service its debt repayments when required; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development and exploration activities; the timing and costs of pipeline, storage and facility construction and expansion and the ability of the Company to secure adequate product transportation; currency, exchange, inflation and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in Argentina; and the ability of the Company to successfully market its oil and natural gas products. Management of Crown Point has included the above summary of assumptions and risks related to forward-looking information included in this document in order to provide investors with a more complete perspective on the Company’s future operations. Readers are cautioned that this information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking information contained in this document are expressly qualified by this cautionary statement. The forward-looking information contained herein is made as of the date of this document and the Company disclaims any intent or obligation to update publicly any such forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable Canadian securities laws.

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 news release.


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Ascot Provides Further Update on Previously Announced Financing

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Not for distribution to U.S. news wire services or dissemination in the United States.

VANCOUVER, British Columbia, Nov. 11, 2024 (GLOBE NEWSWIRE) — Ascot Resources Ltd. (TSX: AOT; OTCQX: AOTVF) (“Ascot” or the “Company”) announces that the Company has submitted a financial hardship exemption application to the Toronto Stock Exchange (the “TSX”) under Section 604(e) of the TSX Company Manual (the “Exemption”) in respect of its previously announced brokered private placement and senior debt financing (collectively, the “Financing”) to raise approximately C$52,000,000 in total (assuming the maximum Equity Financing (as defined below)).

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The Company expects to use the proceeds from the Financing to advance the development of the Premier Northern Lights mine (“PNL”), restart the mill and restart the Big Missouri mine (“BM”) from the current state of temporary care & maintenance.

Equity Financing

The Company has entered into an agreement, as amended, with a syndicate of agents co-led by Desjardins Capital Markets and BMO Capital Markets (collectively the “Agents”) with respect to a brokered private placement, to be marketed on a best-efforts basis, of common shares of the Company (“Common Shares”) at a price of C$0.16 per Common Share (the “Offer Price”) for minimum gross proceeds of C$25,000,000 and up to a maximum of C$42,000,000 (the “Equity Financing”). Closing of the Equity Financing is conditional on: (i) the execution of all necessary definitive documentation in respect of the Debt Financing (as defined below); (ii) the deposit of the proceeds of the Debt Financing into an escrow account; and (iii) receipt of the necessary TSX approvals and exemptions, including the Exemption.

The Common Shares issued pursuant to the Equity Financing will be subject to a four-month hold period in accordance with Canadian securities law.

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Senior Secured Financing

The Company has entered into non-binding term sheets with Sprott Private Resource Streaming and Royalty (B) Corp, (“Sprott”) and Nebari (as defined below) (collectively, the “Secured Creditors”) with respect to a senior secured debt financing and amendments (the “Debt Financing”).

The Debt Financing is conditional on certain conditions precedent required by the Secured Creditors, including the completion of the Equity Financing for a minimum amount of approximately C$30,000,000, successful negotiation and execution of definitive agreements in respect of the Debt Financing and the receipt of the necessary TSX approvals and exemptions, including the Exemption.

With respect, the non-binding indicative term sheet with Sprott: the Company’s existing Purchase and Sale Agreement #1 dated January 19, 2023 will be amended to, among other things: (i) provide an additional US$7,500,000 advance to Ascot (the “Additional Stream Amount”); and (ii) grant an additional gold and silver stream percentage to Sprott of 0.50% of all payable gold and 6.80% of all payable silver (or silver equivalent) until Ascot has delivered 8,600 ounces of gold to Sprott, at which time such additional stream percentages shall each be reduced by 50%. On or before December 31, 2026, the Company has the right to repurchase (and eliminate) the Additional Stream Amount for US$9,700,000 and if Ascot does not exercise its repurchase right, Sprott has a right to require Ascot to repurchase (and eliminate) the Additional Stream Amount for a 12-month period commencing on January 1, 2027. Subject to TSX approval, the Company has agreed to an alignment fee of US$112,500 to be paid to Sprott in Common Shares with an issue price equal to the 5-day VWAP on the day prior to closing of the Equity Financing (the “Sprott Alignment Fee”).

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With respect, the non-binding indicative term sheet with Nebari Gold Fund 1, LP, Nebari Natural Resources Credit Fund II, LP and Nebari Collateral Agent LLC (collectively, “Nebari”), in consideration for the waiver and forbearance by Nebari of the Company’s existing cost overrun credit agreement dated February 20, 2024 (the “COF”) and credit agreement dated June 16, 2023, as amended on February 20, 2024 (the “Convertible Facility”), the COF will be amended as follows:

  • interest under the COF shall be increased from 10.0% to 10.5% above SOFR;
  • all interest and amortisation payments due under the COF from September 2024 until May 31, 2025, will be deferred and capitalized as part of the outstanding principal (the “Deferred Payments”);
  • commencing on May 31, 2025, the Deferred Payments will be payable in 10 monthly instalments ending in February 2026, which payments will be in addition to any regular interest payments being met; and
  • an alignment fee equal to US$1,000,000 will be paid in Common Shares at the Offer Price on execution of definitive agreements (the “Nebari Alignment Fee”).

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Further, the terms of the Convertible Facility will be amended as follows:

  • all interest payments payable during the period from September 2024 to May 2025 will be deferred and capitalized as part of the outstanding principal, consistent with the terms of the COF;
  • all capitalized interest from the period September 2024 until May 31, 2025, will be payable quarterly over the following 4 quarters, from May 2025 to February 2026 (in addition to regular interest payments owing);
  • the conversion price under the Convertible Facility for principal and interest will be amended to C$0.192 (such amount representing a 20% premium to the Offer Price), and the forced conversion option for Ascot will be removed; and
  • the Convertible Facility will continue to be promoted into the senior position upon repayment of the COF.

In addition, the exercise price of existing warrants held by Nebari will be amended to C$0.192 (such amount representing a 20% premium to the Offer Price).

The Debt Financing shall be pari passu with the Company’s current stream security. The proceeds from the Debt Financing will be deposited into an escrow account and released following the satisfaction of certain key performance indicators and receipt of any regulatory approvals and a non-appealable court order, to the extent required, to establish the seniority of the stream.

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TSX Exemption from Shareholder Approval Requirement1

Absent the Exemption, the Financing would require the approval from the holders of a majority of the issued and outstanding Common Shares, on a disinterested basis, excluding the vote of Ccori Apu S.A.C (“Ccori Apu”), Equinox Partners LLC (“Equinox Partners”) and any subscribers under the Equity Financing.

Section 604(a)(i) of the TSX Company Manual states that shareholder approval is required where a transaction would materially affect control of the Company. Ccori Apu’s participation in the Equity Financing is expected to materially affect control of the Company since they will hold greater than 20% of the issued and outstanding Common Shares upon closing of the Financing. Prior to the Financing, Ccori Apu held 131,300,000 Common Shares and 10,500,000 warrants to purchase Common Shares, representing 19.70% ownership, calculated on a partially diluted basis in accordance with National Instrument 62-104, 18.52% on a non-diluted basis or 16.15% ownership on a fully diluted basis. In connection with the Equity Financing, Ccori Apu is expected to acquire 86,250,000 Common Shares. Following the Financing, Ccori Apu would then hold 217,550,000 Common Shares and 10,500,000 warrants to purchase Common Shares, representing 23% ownership, calculated on a partially diluted basis in accordance with National Instrument 62-104, 22.18% on a non-diluted basis or 18.30% ownership on a fully diluted basis.

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Section 607(g)(i) of the TSX Company Manual states that shareholder approval is required where the number of listed securities issuable exceeds 25% of the number of shares issued and outstanding prior to the transaction. The aggregate number of Common Shares made issuable in connection with the Financing is greater than 25% of the number of issued and outstanding Common Shares as of the date hereof. The maximum amount of 262,500,000 Common Shares to be issued upon closing of the Equity Financing, on its own, would represent 37.02% of the issued and outstanding Common Shares as of the date hereof. The estimated aggregate of 155,554,796 Common Shares issued or issuable under the Debt Financing, with approximately 146,226,416 Common Shares issuable upon conversion of the Convertible Facility, approximately 8,636,250 Common Shares issued to Nebari for the Nebari Alignment Fee and approximately 692,130 Common Shares issued to Sprott for the Sprott Alignment Fee, on its own, would represent 21.94% of the issued and outstanding Common Shares as of the date hereof. As a result, the aggregate number of Common Shares made issuable in connection with the Financing would represent 58.95% of the issued and outstanding Common Shares as of the date hereof. If the maximum number of Common Shares issuable pursuant to the conversion of the Convertible Facility, being 155,000,000 (instead of the estimated 146,226,416 Common Shares used in this section), were issued, the aggregate number of Common Shares made issuable in connection with the Financing would represent 60.19% of the issued and outstanding Common Shares as of the date hereof. For the purposes of the TSX Company Manual, the amendment to the Convertible Facility is treated as a new private placement. As a result, the above calculations do not take into account the potential dilution already represented by the Convertible Facility prior to the Debt Financing. Prior to the closing of the Financing, full conversion of the Convertible Facility represents potential dilution of 6.61% of the Common Shares on an otherwise non-diluted basis. Following the closing of the Financing, full conversion of the Convertible Facility will represent potential dilution of 12.97% on an otherwise non-diluted basis. In aggregate, an estimated additional 367,896,662 Common Shares will be issued or made issuable in connection with the Financing, representing potential dilution of 41.9% to holders of Common Shares as of the date hereof, on a fully diluted basis. If the maximum number of Common Shares issuable pursuant to the conversion of the Convertible Facility, being 155,000,000 (instead of the estimated 146,226,416 Common Shares used in this section), an estimated additional 376,670,246 Common Shares will be issued or made issuable in connection with the Financing, representing potential dilution of 42.48% to holders of Common Shares as of the date hereof, on a fully diluted basis.

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Section 607(g)(ii) of the TSX Company Manual states that shareholder approval is required for the issuance to insiders of shares in excess of 10% of the issued and outstanding Common Shares during any six-month period. Insider participation in the Equity Financing will result in insiders having acquired greater than 10% of the issued and outstanding Common Shares of the Company in a six-month period. On July 25, 2024, Ccori Apu acquired 10,500,000 Common Shares and 10,500,000 warrants to purchase Common Shares. In connection with the Equity Financing, Ccori Apu will acquire 86,250,000 Common Shares. On July 25, 2024, Equinox Partners acquired 1,499,000 Common Shares and 1,499,000 warrants to purchase Common Shares. In connection with the Equity Financing, Equinox Partners will acquire 75,000,000 Common Shares. In connection with the Equity Financing, certain directors and officers of the Company will acquire 830,000 Common Shares. Following closing of the Financing, Ccori Apu will have acquired 15.31% of the Common Shares outstanding as of July 25, 2024, calculated on a non-diluted basis, or 16.97% of the Common Shares outstanding as of July 25, 2024, calculated assuming exercise of their warrants (for certainty, without giving effect to the exercise of any warrants). Following closing of the Financing, Equinox Partners will have acquired (excluding open market purchases) 12.11% of the Common Shares outstanding as of July 25, 2024, calculated on a non-diluted basis, or 12.34% of the Common Shares outstanding as of July 25, 2024, calculated assuming exercise of their warrants (for certainty, without giving effect to the exercise of any warrants). Following closing of the Financing, directors and officers will have acquired 0.13% of the Common Shares outstanding as of July 25, 2024, calculated on a non-diluted basis. In aggregate, insiders will have acquired 27.55% of the Common Shares outstanding as of July 25, 2024, calculated on a non-diluted basis, or 29,45% of the Common Shares outstanding as of July 25, 2024, calculated assuming exercise of Ccori Apu and Equinox Partners’ warrants (for certainty, without giving effect to the exercise of any warrants).

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Section 607(e) of the TSX Company Manual states that shareholder approval is required if the price per share is lower than the market price (as defined by TSX) less the applicable discount. The Equity Financing and the Debt Financing were announced concurrently and, pursuant to the rules and polices of the TSX, the 5-day VWAP on such date may not represent market price (as defined by TSX). As a result, the Offer Price of the Equity Financing and the price of the Common Shares issuable to Nebari for the Nebari Alignment Fee may represent a price per Common Share that is lower than the market price (as defined by TSX) less the applicable discount pursuant to the TSX Company Manual.

Section 607(i) of the TSX Company Manual states that shareholder approval is required where warrants to purchase shares are issued with a warrant exercise price that is less than the market price (as defined by TSX) of the underlying share. Section 610(a) of the TSX Company Manual states that shareholder approval is required where the basis for determining the conversion price of a convertible security could result in a conversion price lower than (i) either of, but not the lower of, market price (as defined by TSX) less the applicable discount, at the time of issuance of the convertible security or at the time of conversion of such security; or (ii) the lower of market price (as defined by TSX), without any applicable discount, at the time of the issuance of convertible security or at the time of conversion of such security. While both the exercise price for the amended Nebari warrants and the conversion price for the amended Convertible Facility represent a 20% premium to the Offer Price, since the Equity Financing and the Debt Financing were announced concurrently, pursuant to the rules and polices of the TSX, the 5-day VWAP on such date may not represent market price (as defined by TSX). In addition, interest that has already accrued, or will accrue in the future, on the principal amount of the Convertible Facility will be convertible for Common Shares at a 20% premium to the Offer Price, which may be less than the market price (as defined by TSX) at the time accrued interest was or will be capitalized and Common Shares became or become issuable on conversion of such interest.

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The Company has applied to the TSX, pursuant to the provisions of Section 604(e) of the TSX Company Manual, for a “financial hardship” exemption from these requirements to obtain shareholder approval, on the basis that the Company is in serious financial difficulty and the Financing is designed to address these financial difficulties in a timely manner.

The board of directors of the Company (the “Board”) has established a special committee of independent directors, free from any material interest in the Financing and unrelated to the parties to the Financing (the “Special Committee”) to consider and assess the Company’s financial situation and the Company’s proposed application to the TSX for the Exemption.

The Special Committee has considered and reviewed the circumstances currently surrounding the Company and the Financing including, among other factors: the Company’s current financial difficulties and immediate capital requirements; the lack of alternate financing arrangements available; and the fact that the Financing is the only viable financing option at the present time. The Special Committee has considered and assessed the Company’s financial situation and the proposed application for the Exemption, and made a unanimous recommendation to the Board that the Company make the application to the TSX for the Exemption. The Board, upon the recommendation of the Special Committee, has determined that: (i) Ascot is in serious financial difficulty; (ii) the Financing is designed to improve Ascot’s financial situation and (iii) based on the determination of the Special Committee, the Financing is reasonable for Ascot in the circumstances.

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The Company’s current financial difficulties are based on a number of factors since January 22, 2024, when the Company stated in its LIFE exemption document that it reasonably believed it raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following such offering.

The Company has historically relied upon a combination of new capital through equity and debt markets to meet its financial obligations. The Company poured first gold at its mineral project in April 2024 but has not generated sufficient revenue from operations to offset a number of adverse events that have occurred over the last several months.

On August 9, 2024, the Company announced that the commissioning process had gone slower that expected due to a combination of challenges with the process plant and lower grades from the development ore from BM.

On September 6, 2024, the Company announced the amount of mine development at BM had fallen behind schedule by approximately one to two months, and with the delay in the start of the PNL ramp from July to December of 2023, this delayed the PNL production. As a result, the number of stoping areas was not sufficient to provide enough production to adequately feed the mill. Although the Company was on track for first development ore at PNL in September, it determined that further development was required to access deeper ore than was initially planned, and to extend the timing to complete the development and ramp up of PNL. The Company decided, after careful consideration, that to enable sufficient mine development, it would suspend operations.

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The Company is required to comply with certain financial and non-financial covenants under the Company’s COF and Convertible Facility, which, if violated, could result in the amounts borrowed being due and payable to Nebari on demand.

The Company is party to purchase and sale agreements dated as of January 19, 2023 (the “Purchase and Sale Agreements”). The Purchase and Sale Agreements require that the Company deliver certain amounts of refined gold and refined silver to Sprott. Pursuant to the terms the Purchase and Sale Agreements, the Company is required to maintain certain financial and non-financial covenants, which, if violated, could result Sprott demanding all amounts and deliveries owing and demanding payment of all losses, including the greater of a specified early termination amount or the net present value of the Purchase and Sale Agreements.

As of the date hereof, the aggregate amount of the uncredited balance under the Purchase and Sale Agreements is approximately US$127,000,000.

As of the date hereof, US$37,000,000 is outstanding (including accrued interest and fees) under the COF and Convertible Facility.

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The Company is not currently generating sufficient cash from its operations to fund the payment of interest under the COF and Convertible Facility and to otherwise meet its financial and non-financial obligations under the Purchase and Sale Agreements, the COF and Convertible Facility. The Company’s ability to meet these obligations are at risk given the Company’s mining operations are currently on care and maintenance.

The Company’s Secured Creditors have extended the waiver and forbearance agreements previously granted relating to certain additional pre-existing defaults and potential future defaults under the Purchase and Sale Agreements, the COF and Convertible Facility until November 18, 2024.

Upon expiry of such temporary waivers, the Secured Creditors can enforce the repayment of the amounts outstanding upon the expiry of the current waivers, which obligation the Company will not have the ability to meet given its current cash available.

As part of the transactions, the Company’s Secured Creditors would extend their existing waiver and forbearance conditions until May 31, 2025.

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The Company’s vendors are currently owed approximately C$27,000,000 and such amount continues to increase. Additionally, C$2,000,000 of the Company’s accounts payable are over 90 days past due.

All of the factors described above have contributed to placing Ascot in its current situation of serious financial difficulty.

There can be no assurance that the TSX will accept the application for the Exemption. The Company expects that as a consequence of its application and intention to rely on the Exemption, the TSX will place the Company’s listing of its Common Shares under delisting review, which is customary practice when a listed issuer seeks to rely on the Exemption. No assurance can be provided as to the outcome of such review and therefore continued qualification for listing of the Common Shares on the TSX. The Company may delist from the TSX and pursue an alternative listing on the TSX Venture Exchange.

Assuming TSX conditional approval for the Financing and the Exemption is obtained, it is anticipated that the Financing will be completed on or about November 18, 2024.

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

Qualified Person

John Kiernan, P.Eng., Chief Operating Officer of the Company is the Company’s Qualified Person (QP) as defined by National Instrument 43-101 and has reviewed and approved the technical contents of this news release.

On behalf of the Board of Directors of Ascot Resources Ltd.

“Derek C. White”

President & CEO, Director

For further information contact:

Kristina Howe
VP, Communications
info@ascotgold.com

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Tel : 778-725-1060

About Ascot

Ascot is a Canadian mining company headquartered in Vancouver, British Columbia, and its shares trade on the TSX under the ticker AOT and on the OTCQX under the ticker AOTVF. Ascot is the 100% owner of the Premier Gold Mine, which poured first gold in April 2024 and is located on Nisga’a Nation Treaty Lands, in the prolific Golden Triangle of northwestern British Columbia.

For more information about the Company, please refer to the Company’s profile on SEDAR+ at www.sedarplus.ca or visit the Company’s web site at www.ascotgold.com.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

All statements and other information contained in this press release about anticipated future events may constitute forward-looking information under Canadian securities laws (“forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “targeted,” “outlook,” “on track” and “intend” and statements that an event or result “may,” “will,” “should,” “could,” “would” or “might” occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements, including statements in respect of the terms and conditions of the Financing, the ability to raise additional funds and any future financing, the completion of the Financing, details in respect of participation in the Financing and anticipated dilution, the future performance, defaults and obligations of Ascot under agreements with the Secured Creditors; future waivers or forbearance agreements relating to such agreements, including any discussions with the Secured Creditors; the anticipated use of proceeds from the Financing and the ability of the Company to accomplish its business objectives and the intentions described herein, the TSX’s remedial delisting review of the Common Shares and future plans, development and operations of the Company. These 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, including risks related to whether the Financing will be completed on the terms described or at all; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainty of estimates and projections relating to development, production, costs and expenses, and health, safety and environmental risks; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and indigenous groups in the exploration and development of Ascot’s properties and the issuance of required permits; the need to obtain additional financing to finance operations and uncertainty as to the availability and terms of future financing; the possibility of delay in future plans and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; the need for TSX approval, including pursuant to financial hardship exemptions, and other regulatory approvals and other risk factors as detailed from time to time in Ascot’s filings with Canadian securities regulators, available on Ascot’s profile on SEDAR+ at www.sedarplus.ca including the Annual Information Form of the Company dated March 25, 2024, in the section entitled “Risk Factors”. Forward-looking statements are based on assumptions made with regard to: the estimated costs associated with the care and maintenance plans; the ability to maintain throughput and production levels at BM and PNL; the tax rate applicable to the Company; future commodity prices; the grade of mineral resources and mineral reserves; the ability of the Company to convert inferred mineral resources to other categories; the ability of the Company to reduce mining dilution; the ability to reduce capital costs; the ability of the Company to raise additional financing; compliance with the covenants in Ascot’s credit agreements; and exploration plans. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Although Ascot believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since Ascot can give no assurance that such expectations will prove to be correct. Ascot does not undertake any obligation to update forward-looking statements, other than as required by applicable laws. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

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1
For the purposes of this section, the Company has assumed: (i) the market price (as defined by TSX) prior to closing of the Financing will be C$0.2246, which represents the 30-day VWAP as of 11/6/2024; (ii) a USD to CAD exchange rate of 1.3818, which represents the 30-day average reported by the Bank of Canada as of 11/6/2024; (iii) that interest on the Convertible Facility will accrue based on a SOFR forecast rate of 3.809425%; (iv) 146,226,416 Common Shares are issuable upon full conversion of the Convertible Facility; and (v) the Company will issue 262,500,000 Common Shares pursuant to the Equity Financing. The numerical values in this section may change if these assumptions are incorrect, provided, however, that in respect of (iv), the maximum number of Common Shares issuable pursuant to conversion of the Convertible Facility shall not exceed 155,000,000.


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Ascot Provides Further Update on Previously Announced Financing

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Not for distribution to U.S. news wire services or dissemination in the United States.

VANCOUVER, British Columbia, Nov. 11, 2024 (GLOBE NEWSWIRE) — Ascot Resources Ltd. (TSX: AOT; OTCQX: AOTVF) (“Ascot” or the “Company”) announces that the Company has submitted a financial hardship exemption application to the Toronto Stock Exchange (the “TSX”) under Section 604(e) of the TSX Company Manual (the “Exemption”) in respect of its previously announced brokered private placement and senior debt financing (collectively, the “Financing”) to raise approximately C$52,000,000 in total (assuming the maximum Equity Financing (as defined below)).

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The Company expects to use the proceeds from the Financing to advance the development of the Premier Northern Lights mine (“PNL”), restart the mill and restart the Big Missouri mine (“BM”) from the current state of temporary care & maintenance.

Equity Financing

The Company has entered into an agreement, as amended, with a syndicate of agents co-led by Desjardins Capital Markets and BMO Capital Markets (collectively the “Agents”) with respect to a brokered private placement, to be marketed on a best-efforts basis, of common shares of the Company (“Common Shares”) at a price of C$0.16 per Common Share (the “Offer Price”) for minimum gross proceeds of C$25,000,000 and up to a maximum of C$42,000,000 (the “Equity Financing”). Closing of the Equity Financing is conditional on: (i) the execution of all necessary definitive documentation in respect of the Debt Financing (as defined below); (ii) the deposit of the proceeds of the Debt Financing into an escrow account; and (iii) receipt of the necessary TSX approvals and exemptions, including the Exemption.

The Common Shares issued pursuant to the Equity Financing will be subject to a four-month hold period in accordance with Canadian securities law.

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Senior Secured Financing

The Company has entered into non-binding term sheets with Sprott Private Resource Streaming and Royalty (B) Corp, (“Sprott”) and Nebari (as defined below) (collectively, the “Secured Creditors”) with respect to a senior secured debt financing and amendments (the “Debt Financing”).

The Debt Financing is conditional on certain conditions precedent required by the Secured Creditors, including the completion of the Equity Financing for a minimum amount of approximately C$30,000,000, successful negotiation and execution of definitive agreements in respect of the Debt Financing and the receipt of the necessary TSX approvals and exemptions, including the Exemption.

With respect, the non-binding indicative term sheet with Sprott: the Company’s existing Purchase and Sale Agreement #1 dated January 19, 2023 will be amended to, among other things: (i) provide an additional US$7,500,000 advance to Ascot (the “Additional Stream Amount”); and (ii) grant an additional gold and silver stream percentage to Sprott of 0.50% of all payable gold and 6.80% of all payable silver (or silver equivalent) until Ascot has delivered 8,600 ounces of gold to Sprott, at which time such additional stream percentages shall each be reduced by 50%. On or before December 31, 2026, the Company has the right to repurchase (and eliminate) the Additional Stream Amount for US$9,700,000 and if Ascot does not exercise its repurchase right, Sprott has a right to require Ascot to repurchase (and eliminate) the Additional Stream Amount for a 12-month period commencing on January 1, 2027. Subject to TSX approval, the Company has agreed to an alignment fee of US$112,500 to be paid to Sprott in Common Shares with an issue price equal to the 5-day VWAP on the day prior to closing of the Equity Financing (the “Sprott Alignment Fee”).

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With respect, the non-binding indicative term sheet with Nebari Gold Fund 1, LP, Nebari Natural Resources Credit Fund II, LP and Nebari Collateral Agent LLC (collectively, “Nebari”), in consideration for the waiver and forbearance by Nebari of the Company’s existing cost overrun credit agreement dated February 20, 2024 (the “COF”) and credit agreement dated June 16, 2023, as amended on February 20, 2024 (the “Convertible Facility”), the COF will be amended as follows:

  • interest under the COF shall be increased from 10.0% to 10.5% above SOFR;
  • all interest and amortisation payments due under the COF from September 2024 until May 31, 2025, will be deferred and capitalized as part of the outstanding principal (the “Deferred Payments”);
  • commencing on May 31, 2025, the Deferred Payments will be payable in 10 monthly instalments ending in February 2026, which payments will be in addition to any regular interest payments being met; and
  • an alignment fee equal to US$1,000,000 will be paid in Common Shares at the Offer Price on execution of definitive agreements (the “Nebari Alignment Fee”).

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Further, the terms of the Convertible Facility will be amended as follows:

  • all interest payments payable during the period from September 2024 to May 2025 will be deferred and capitalized as part of the outstanding principal, consistent with the terms of the COF;
  • all capitalized interest from the period September 2024 until May 31, 2025, will be payable quarterly over the following 4 quarters, from May 2025 to February 2026 (in addition to regular interest payments owing);
  • the conversion price under the Convertible Facility for principal and interest will be amended to C$0.192 (such amount representing a 20% premium to the Offer Price), and the forced conversion option for Ascot will be removed; and
  • the Convertible Facility will continue to be promoted into the senior position upon repayment of the COF.

In addition, the exercise price of existing warrants held by Nebari will be amended to C$0.192 (such amount representing a 20% premium to the Offer Price).

The Debt Financing shall be pari passu with the Company’s current stream security. The proceeds from the Debt Financing will be deposited into an escrow account and released following the satisfaction of certain key performance indicators and receipt of any regulatory approvals and a non-appealable court order, to the extent required, to establish the seniority of the stream.

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TSX Exemption from Shareholder Approval Requirement1

Absent the Exemption, the Financing would require the approval from the holders of a majority of the issued and outstanding Common Shares, on a disinterested basis, excluding the vote of Ccori Apu S.A.C (“Ccori Apu”), Equinox Partners LLC (“Equinox Partners”) and any subscribers under the Equity Financing.

Section 604(a)(i) of the TSX Company Manual states that shareholder approval is required where a transaction would materially affect control of the Company. Ccori Apu’s participation in the Equity Financing is expected to materially affect control of the Company since they will hold greater than 20% of the issued and outstanding Common Shares upon closing of the Financing. Prior to the Financing, Ccori Apu held 131,300,000 Common Shares and 10,500,000 warrants to purchase Common Shares, representing 19.70% ownership, calculated on a partially diluted basis in accordance with National Instrument 62-104, 18.52% on a non-diluted basis or 16.15% ownership on a fully diluted basis. In connection with the Equity Financing, Ccori Apu is expected to acquire 86,250,000 Common Shares. Following the Financing, Ccori Apu would then hold 217,550,000 Common Shares and 10,500,000 warrants to purchase Common Shares, representing 23% ownership, calculated on a partially diluted basis in accordance with National Instrument 62-104, 22.18% on a non-diluted basis or 18.30% ownership on a fully diluted basis.

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Section 607(g)(i) of the TSX Company Manual states that shareholder approval is required where the number of listed securities issuable exceeds 25% of the number of shares issued and outstanding prior to the transaction. The aggregate number of Common Shares made issuable in connection with the Financing is greater than 25% of the number of issued and outstanding Common Shares as of the date hereof. The maximum amount of 262,500,000 Common Shares to be issued upon closing of the Equity Financing, on its own, would represent 37.02% of the issued and outstanding Common Shares as of the date hereof. The estimated aggregate of 155,554,796 Common Shares issued or issuable under the Debt Financing, with approximately 146,226,416 Common Shares issuable upon conversion of the Convertible Facility, approximately 8,636,250 Common Shares issued to Nebari for the Nebari Alignment Fee and approximately 692,130 Common Shares issued to Sprott for the Sprott Alignment Fee, on its own, would represent 21.94% of the issued and outstanding Common Shares as of the date hereof. As a result, the aggregate number of Common Shares made issuable in connection with the Financing would represent 58.95% of the issued and outstanding Common Shares as of the date hereof. If the maximum number of Common Shares issuable pursuant to the conversion of the Convertible Facility, being 155,000,000 (instead of the estimated 146,226,416 Common Shares used in this section), were issued, the aggregate number of Common Shares made issuable in connection with the Financing would represent 60.19% of the issued and outstanding Common Shares as of the date hereof. For the purposes of the TSX Company Manual, the amendment to the Convertible Facility is treated as a new private placement. As a result, the above calculations do not take into account the potential dilution already represented by the Convertible Facility prior to the Debt Financing. Prior to the closing of the Financing, full conversion of the Convertible Facility represents potential dilution of 6.61% of the Common Shares on an otherwise non-diluted basis. Following the closing of the Financing, full conversion of the Convertible Facility will represent potential dilution of 12.97% on an otherwise non-diluted basis. In aggregate, an estimated additional 367,896,662 Common Shares will be issued or made issuable in connection with the Financing, representing potential dilution of 41.9% to holders of Common Shares as of the date hereof, on a fully diluted basis. If the maximum number of Common Shares issuable pursuant to the conversion of the Convertible Facility, being 155,000,000 (instead of the estimated 146,226,416 Common Shares used in this section), an estimated additional 376,670,246 Common Shares will be issued or made issuable in connection with the Financing, representing potential dilution of 42.48% to holders of Common Shares as of the date hereof, on a fully diluted basis.

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Section 607(g)(ii) of the TSX Company Manual states that shareholder approval is required for the issuance to insiders of shares in excess of 10% of the issued and outstanding Common Shares during any six-month period. Insider participation in the Equity Financing will result in insiders having acquired greater than 10% of the issued and outstanding Common Shares of the Company in a six-month period. On July 25, 2024, Ccori Apu acquired 10,500,000 Common Shares and 10,500,000 warrants to purchase Common Shares. In connection with the Equity Financing, Ccori Apu will acquire 86,250,000 Common Shares. On July 25, 2024, Equinox Partners acquired 1,499,000 Common Shares and 1,499,000 warrants to purchase Common Shares. In connection with the Equity Financing, Equinox Partners will acquire 75,000,000 Common Shares. In connection with the Equity Financing, certain directors and officers of the Company will acquire 830,000 Common Shares. Following closing of the Financing, Ccori Apu will have acquired 15.31% of the Common Shares outstanding as of July 25, 2024, calculated on a non-diluted basis, or 16.97% of the Common Shares outstanding as of July 25, 2024, calculated assuming exercise of their warrants (for certainty, without giving effect to the exercise of any warrants). Following closing of the Financing, Equinox Partners will have acquired (excluding open market purchases) 12.11% of the Common Shares outstanding as of July 25, 2024, calculated on a non-diluted basis, or 12.34% of the Common Shares outstanding as of July 25, 2024, calculated assuming exercise of their warrants (for certainty, without giving effect to the exercise of any warrants). Following closing of the Financing, directors and officers will have acquired 0.13% of the Common Shares outstanding as of July 25, 2024, calculated on a non-diluted basis. In aggregate, insiders will have acquired 27.55% of the Common Shares outstanding as of July 25, 2024, calculated on a non-diluted basis, or 29,45% of the Common Shares outstanding as of July 25, 2024, calculated assuming exercise of Ccori Apu and Equinox Partners’ warrants (for certainty, without giving effect to the exercise of any warrants).

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Section 607(e) of the TSX Company Manual states that shareholder approval is required if the price per share is lower than the market price (as defined by TSX) less the applicable discount. The Equity Financing and the Debt Financing were announced concurrently and, pursuant to the rules and polices of the TSX, the 5-day VWAP on such date may not represent market price (as defined by TSX). As a result, the Offer Price of the Equity Financing and the price of the Common Shares issuable to Nebari for the Nebari Alignment Fee may represent a price per Common Share that is lower than the market price (as defined by TSX) less the applicable discount pursuant to the TSX Company Manual.

Section 607(i) of the TSX Company Manual states that shareholder approval is required where warrants to purchase shares are issued with a warrant exercise price that is less than the market price (as defined by TSX) of the underlying share. Section 610(a) of the TSX Company Manual states that shareholder approval is required where the basis for determining the conversion price of a convertible security could result in a conversion price lower than (i) either of, but not the lower of, market price (as defined by TSX) less the applicable discount, at the time of issuance of the convertible security or at the time of conversion of such security; or (ii) the lower of market price (as defined by TSX), without any applicable discount, at the time of the issuance of convertible security or at the time of conversion of such security. While both the exercise price for the amended Nebari warrants and the conversion price for the amended Convertible Facility represent a 20% premium to the Offer Price, since the Equity Financing and the Debt Financing were announced concurrently, pursuant to the rules and polices of the TSX, the 5-day VWAP on such date may not represent market price (as defined by TSX). In addition, interest that has already accrued, or will accrue in the future, on the principal amount of the Convertible Facility will be convertible for Common Shares at a 20% premium to the Offer Price, which may be less than the market price (as defined by TSX) at the time accrued interest was or will be capitalized and Common Shares became or become issuable on conversion of such interest.

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The Company has applied to the TSX, pursuant to the provisions of Section 604(e) of the TSX Company Manual, for a “financial hardship” exemption from these requirements to obtain shareholder approval, on the basis that the Company is in serious financial difficulty and the Financing is designed to address these financial difficulties in a timely manner.

The board of directors of the Company (the “Board”) has established a special committee of independent directors, free from any material interest in the Financing and unrelated to the parties to the Financing (the “Special Committee”) to consider and assess the Company’s financial situation and the Company’s proposed application to the TSX for the Exemption.

The Special Committee has considered and reviewed the circumstances currently surrounding the Company and the Financing including, among other factors: the Company’s current financial difficulties and immediate capital requirements; the lack of alternate financing arrangements available; and the fact that the Financing is the only viable financing option at the present time. The Special Committee has considered and assessed the Company’s financial situation and the proposed application for the Exemption, and made a unanimous recommendation to the Board that the Company make the application to the TSX for the Exemption. The Board, upon the recommendation of the Special Committee, has determined that: (i) Ascot is in serious financial difficulty; (ii) the Financing is designed to improve Ascot’s financial situation and (iii) based on the determination of the Special Committee, the Financing is reasonable for Ascot in the circumstances.

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The Company’s current financial difficulties are based on a number of factors since January 22, 2024, when the Company stated in its LIFE exemption document that it reasonably believed it raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following such offering.

The Company has historically relied upon a combination of new capital through equity and debt markets to meet its financial obligations. The Company poured first gold at its mineral project in April 2024 but has not generated sufficient revenue from operations to offset a number of adverse events that have occurred over the last several months.

On August 9, 2024, the Company announced that the commissioning process had gone slower that expected due to a combination of challenges with the process plant and lower grades from the development ore from BM.

On September 6, 2024, the Company announced the amount of mine development at BM had fallen behind schedule by approximately one to two months, and with the delay in the start of the PNL ramp from July to December of 2023, this delayed the PNL production. As a result, the number of stoping areas was not sufficient to provide enough production to adequately feed the mill. Although the Company was on track for first development ore at PNL in September, it determined that further development was required to access deeper ore than was initially planned, and to extend the timing to complete the development and ramp up of PNL. The Company decided, after careful consideration, that to enable sufficient mine development, it would suspend operations.

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The Company is required to comply with certain financial and non-financial covenants under the Company’s COF and Convertible Facility, which, if violated, could result in the amounts borrowed being due and payable to Nebari on demand.

The Company is party to purchase and sale agreements dated as of January 19, 2023 (the “Purchase and Sale Agreements”). The Purchase and Sale Agreements require that the Company deliver certain amounts of refined gold and refined silver to Sprott. Pursuant to the terms the Purchase and Sale Agreements, the Company is required to maintain certain financial and non-financial covenants, which, if violated, could result Sprott demanding all amounts and deliveries owing and demanding payment of all losses, including the greater of a specified early termination amount or the net present value of the Purchase and Sale Agreements.

As of the date hereof, the aggregate amount of the uncredited balance under the Purchase and Sale Agreements is approximately US$127,000,000.

As of the date hereof, US$37,000,000 is outstanding (including accrued interest and fees) under the COF and Convertible Facility.

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The Company is not currently generating sufficient cash from its operations to fund the payment of interest under the COF and Convertible Facility and to otherwise meet its financial and non-financial obligations under the Purchase and Sale Agreements, the COF and Convertible Facility. The Company’s ability to meet these obligations are at risk given the Company’s mining operations are currently on care and maintenance.

The Company’s Secured Creditors have extended the waiver and forbearance agreements previously granted relating to certain additional pre-existing defaults and potential future defaults under the Purchase and Sale Agreements, the COF and Convertible Facility until November 18, 2024.

Upon expiry of such temporary waivers, the Secured Creditors can enforce the repayment of the amounts outstanding upon the expiry of the current waivers, which obligation the Company will not have the ability to meet given its current cash available.

As part of the transactions, the Company’s Secured Creditors would extend their existing waiver and forbearance conditions until May 31, 2025.

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The Company’s vendors are currently owed approximately C$27,000,000 and such amount continues to increase. Additionally, C$2,000,000 of the Company’s accounts payable are over 90 days past due.

All of the factors described above have contributed to placing Ascot in its current situation of serious financial difficulty.

There can be no assurance that the TSX will accept the application for the Exemption. The Company expects that as a consequence of its application and intention to rely on the Exemption, the TSX will place the Company’s listing of its Common Shares under delisting review, which is customary practice when a listed issuer seeks to rely on the Exemption. No assurance can be provided as to the outcome of such review and therefore continued qualification for listing of the Common Shares on the TSX. The Company may delist from the TSX and pursue an alternative listing on the TSX Venture Exchange.

Assuming TSX conditional approval for the Financing and the Exemption is obtained, it is anticipated that the Financing will be completed on or about November 18, 2024.

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

Qualified Person

John Kiernan, P.Eng., Chief Operating Officer of the Company is the Company’s Qualified Person (QP) as defined by National Instrument 43-101 and has reviewed and approved the technical contents of this news release.

On behalf of the Board of Directors of Ascot Resources Ltd.

“Derek C. White”

President & CEO, Director

For further information contact:

Kristina Howe
VP, Communications
info@ascotgold.com

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Tel : 778-725-1060

About Ascot

Ascot is a Canadian mining company headquartered in Vancouver, British Columbia, and its shares trade on the TSX under the ticker AOT and on the OTCQX under the ticker AOTVF. Ascot is the 100% owner of the Premier Gold Mine, which poured first gold in April 2024 and is located on Nisga’a Nation Treaty Lands, in the prolific Golden Triangle of northwestern British Columbia.

For more information about the Company, please refer to the Company’s profile on SEDAR+ at www.sedarplus.ca or visit the Company’s web site at www.ascotgold.com.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

All statements and other information contained in this press release about anticipated future events may constitute forward-looking information under Canadian securities laws (“forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “targeted,” “outlook,” “on track” and “intend” and statements that an event or result “may,” “will,” “should,” “could,” “would” or “might” occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements, including statements in respect of the terms and conditions of the Financing, the ability to raise additional funds and any future financing, the completion of the Financing, details in respect of participation in the Financing and anticipated dilution, the future performance, defaults and obligations of Ascot under agreements with the Secured Creditors; future waivers or forbearance agreements relating to such agreements, including any discussions with the Secured Creditors; the anticipated use of proceeds from the Financing and the ability of the Company to accomplish its business objectives and the intentions described herein, the TSX’s remedial delisting review of the Common Shares and future plans, development and operations of the Company. These 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, including risks related to whether the Financing will be completed on the terms described or at all; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainty of estimates and projections relating to development, production, costs and expenses, and health, safety and environmental risks; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and indigenous groups in the exploration and development of Ascot’s properties and the issuance of required permits; the need to obtain additional financing to finance operations and uncertainty as to the availability and terms of future financing; the possibility of delay in future plans and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; the need for TSX approval, including pursuant to financial hardship exemptions, and other regulatory approvals and other risk factors as detailed from time to time in Ascot’s filings with Canadian securities regulators, available on Ascot’s profile on SEDAR+ at www.sedarplus.ca including the Annual Information Form of the Company dated March 25, 2024, in the section entitled “Risk Factors”. Forward-looking statements are based on assumptions made with regard to: the estimated costs associated with the care and maintenance plans; the ability to maintain throughput and production levels at BM and PNL; the tax rate applicable to the Company; future commodity prices; the grade of mineral resources and mineral reserves; the ability of the Company to convert inferred mineral resources to other categories; the ability of the Company to reduce mining dilution; the ability to reduce capital costs; the ability of the Company to raise additional financing; compliance with the covenants in Ascot’s credit agreements; and exploration plans. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Although Ascot believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since Ascot can give no assurance that such expectations will prove to be correct. Ascot does not undertake any obligation to update forward-looking statements, other than as required by applicable laws. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

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1
For the purposes of this section, the Company has assumed: (i) the market price (as defined by TSX) prior to closing of the Financing will be C$0.2246, which represents the 30-day VWAP as of 11/6/2024; (ii) a USD to CAD exchange rate of 1.3818, which represents the 30-day average reported by the Bank of Canada as of 11/6/2024; (iii) that interest on the Convertible Facility will accrue based on a SOFR forecast rate of 3.809425%; (iv) 146,226,416 Common Shares are issuable upon full conversion of the Convertible Facility; and (v) the Company will issue 262,500,000 Common Shares pursuant to the Equity Financing. The numerical values in this section may change if these assumptions are incorrect, provided, however, that in respect of (iv), the maximum number of Common Shares issuable pursuant to conversion of the Convertible Facility shall not exceed 155,000,000.


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Constellation Software Inc. Announces Results for the Third Quarter Ended September 30, 2024 and Declares Quarterly Dividend

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TORONTO, Nov. 08, 2024 (GLOBE NEWSWIRE) — Constellation Software Inc. (TSX:CSU) (“Constellation” or the “Company”) today announced its financial results for the third quarter ended September 30, 2024 and declared a $1.00 per share dividend payable on January 10, 2025 to all common shareholders of record at close of business on December 20, 2024. This dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada). Please note that all dollar amounts referred to in this press release are in U.S. Dollars unless otherwise stated.

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The following press release should be read in conjunction with the Company’s Unaudited Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2024 and the accompanying notes, our Management Discussion and Analysis for the three and nine months ended September 30, 2024 and with our annual Consolidated Financial Statements, prepared in accordance with International Financial Reporting Standards (“IFRS”) and our annual Management’s Discussion and Analysis for the year ended December 31, 2023, which can be found on SEDAR+ at www.sedarplus.com and on the Company’s website www.csisoftware.com. Additional information about the Company is also available on SEDAR+ at www.sedarplus.com.

Q3 2024 and Subsequent Headlines:

  • Revenue grew 20% (2% organic growth, 1% after adjusting for changes in foreign exchange rates) to $2,541 million compared to $2,126 million in Q3 2023.
  • Net income attributable to common shareholders decreased 28% to $164 million ($7.74 on a diluted per share basis) from $227 million ($10.70 on a diluted per share basis) in Q3 2023.
  • A number of acquisitions were completed for aggregate cash consideration of $197 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of $70 million resulting in total consideration of $267 million.
  • Cash flows from operations (“CFO”) increased 1% or $3 million to $517 million compared to $513 million for the comparable period in 2023.
  • Free cash flow available to shareholders1 (“FCFA2S”) decreased 2% or $6 million to $362 million compared to $367 million for the same period in 2023.
    (Due to rounding certain totals may not foot.)

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Total revenue for the quarter ended September 30, 2024 was $2,541 million, an increase of 20%, or $415 million, compared to $2,126 million for the comparable period in 2023. For the first nine months of 2024 total revenues were $7,363 million, an increase of 21%, or $1,279 million, compared to $6,084 million for the comparable period in 2023. The increase for both the three and nine month periods compared to the same periods in the prior year is primarily attributable to growth from acquisitions as the Company experienced organic growth of 2% and 3% respectively, 1% and 2% after adjusting for the impact of changes in the valuation of the US dollar against most major currencies in which the Company transacts business. Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers.

Net income attributable to common shareholders of CSI for the quarter ended September 30, 2024 was $164 million compared to $227 million for the same period in 2023. On a per share basis this translated into a net income per diluted share of $7.74 in the quarter ended September 30, 2024 compared to net income per diluted share of $10.70 for the same period in 2023. For the nine months ended September 30, 2024, net income attributable to common shareholders of CSI was $446 million or $21.04 per diluted share compared to $424 million or $20.02 per diluted share for the same period in 2023.

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For the quarter ended September 30, 2024, CFO increased $3 million to $517 million compared to $513 million for the same period in 2023 representing an increase of 1%. For the first nine months of 2024, CFO increased $250 million to $1,518 million compared to $1,268 million during the same period in 2023, representing an increase of 20%.

  1. See Non-IFRS measures.

For the quarter ended September 30, 2024, FCFA2S decreased $6 million to $362 million compared to $367 million for the same period in 2023 representing a decrease of 2%. For the nine months ended September 30, 2024, FCFA2S increased $155 million to $990 million compared to $835 million for the same period in 2023 representing an increase of 19%.

Forward Looking Statements

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

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Non-IFRS Measures

Free cash flow available to shareholders “FCFA2S” refers to net cash flows from operating activities less interest paid on lease obligations, interest paid on debt, debt transaction costs, payments of lease obligations, the IRGA / TSS membership liability revaluation charge, and property and equipment purchased, and includes interest and dividends received, and the proceeds from sale of interest rate caps. The portion of this amount applicable to non-controlling interests is then deducted. We believe that FCFA2S is useful supplemental information as it provides an indication of the uncommitted cash flow that is available to shareholders if we do not make any acquisitions, or investments, and do not repay any debts. While we could use the FCFA2S to pay dividends or repurchase shares, our objective is to invest all of our FCFA2S in acquisitions which meet our hurdle rate.

FCFA2S is not a recognized measure under IFRS and, accordingly, readers are cautioned that FCFA2S should not be construed as an alternative to net cash flows from operating activities.

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The following table reconciles FCFA2S to net cash flows from operating activities:

        Three months ended September 30,       Nine months ended September 30,  
        2024 2023       2024 2023  
      ($ in millions)   ($ in millions)
                       
  Net cash flows from operating activities     517   513         1,518   1,268    
  Adjusted for:                    
  Interest paid on lease obligations     (4 ) (3 )       (10 ) (8 )  
  Interest paid on debt     (63 ) (34 )       (141 ) (96 )  
  Proceeds from sale of interest rate cap       (1 )         5    
  Debt transaction costs     (1 ) (1 )       (13 ) (4 )  
  Payments of lease obligations     (31 ) (25 )       (89 ) (78 )  
  IRGA / TSS membership liability revaluation charge     (33 ) (25 )       (122 ) (94 )  
  Property and equipment purchased     (19 ) (10 )       (42 ) (29 )  
  Interest and dividends received     10   0         25   1    
                       
        376   415         1,125   965    
  Less amount attributable to                    
  Non-controlling interests     (14 ) (47 )       (135 ) (129 )  
                       
  Free cash flow available to shareholders     362   367         990   835    
                       
  Due to rounding, certain totals may not foot.                    
                       

About Constellation Software Inc.

Constellation’s common shares are listed on the Toronto Stock Exchange under the symbol “CSU”. Constellation acquires, manages and builds vertical market software businesses.

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For further information:

Jamal Baksh
Chief Financial Officer
(416) 861-9677
info@csisoftware.com
www.csisoftware.com

SOURCE: CONSTELLATION SOFTWARE INC.

CONSTELLATION SOFTWARE INC.  
Condensed Consolidated Interim Statements of Financial Position  
(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)  
   
   
Unaudited    
      September 30, 2024     December 31, 2023     September 30, 2023    
                       
Assets                    
                       
Current assets:                    
  Cash $ 2,069   $ 1,284   $ 1,076    
  Accounts receivable   1,152     1,138     986    
  Unbilled revenue   435     325     331    
  Inventories   66     51     56    
  Other assets   636     541     499    
      4,358     3,340     2,948    
                       
Non-current assets:                    
  Property and equipment   220     142     129    
  Right of use assets   323     312     282    
  Deferred income taxes   202     108     85    
  Other assets   331     287     271    
  Intangible assets   7,139     6,677     6,325    
      8,215     7,526     7,092    
                       
Total assets $ 12,573   $ 10,866   $ 10,039    
                       
Liabilities and Shareholders’ Equity                    
                       
Current liabilities:                    
  Debt with recourse to Constellation Software Inc. $ 294   $ 861   $ 907    
  Debt without recourse to Constellation Software Inc.   414     225     235    
  Redeemable preferred securities       814     536    
  Accounts payable and accrued liabilities   1,421     1,428     1,239    
  Dividends payable   21     21     21    
  Deferred revenue   2,014     1,758     1,779    
  Provisions   10     9     8    
  Acquisition holdback payables   285     168     150    
  Lease obligations   113     112     102    
  Income taxes payable   116     88     113    
      4,689     5,484     5,090    
                       
Non-current liabilities:                    
  Debt with recourse to Constellation Software Inc.   1,881     863     617    
  Debt without recourse to Constellation Software Inc.   1,560     1,385     1,275    
  Deferred income taxes   643     604     508    
  Acquisition holdback payables   123     88     87    
  Lease obligations   251     236     216    
  Other liabilities   290     244     240    
      4,748     3,421     2,943    
                       
Total liabilities   9,437     8,905     8,033    
                       
                       
Shareholders’ equity:                    
  Capital stock   99     99     99    
  Accumulated other comprehensive income (loss)   (98 )   (99 )   (159 )  
  Retained earnings   2,657     1,876     1,762    
  Non-controlling interests   478     85     304    
      3,136     1,961     2,006    
                       
                       
Total liabilities and shareholders’ equity $ 12,573   $ 10,866   $ 10,039    
   

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CONSTELLATION SOFTWARE INC.  
Condensed Consolidated Interim Statements of Income (loss)  
(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)  
   
   
Unaudited    
  Three months ended September 30,     Nine months ended September 30,    
    2024       2023       2024       2023    
                                 
                                 
Revenue                                
License $ 84     $ 84     $ 259     $ 254    
Professional services   487       450       1,451       1,290    
Hardware and other   78       71       204       191    
Maintenance and other recurring   1,893       1,521       5,449       4,349    
    2,541       2,126       7,363       6,084    
                                 
Expenses                                
Staff   1,336       1,112       3,956       3,291    
Hardware   43       42       114       113    
Third party license, maintenance and professional services   243       208       701       592    
Occupancy   18       11       48       37    
Travel, telecommunications, supplies, software and equipment   120       99       365       285    
Professional fees   43       36       126       107    
Other, net   34       37       134       103    
Depreciation   46       41       135       120    
Amortization of intangible assets   271       214       771       620    
    2,152       1,799       6,349       5,268    
                                 
                                 
Foreign exchange loss (gain)   30       (23 )     16       3    
IRGA/TSS Membership liability revaluation charge   33       25       122       94    
Finance and other expense (income)   (18 )     2       (50 )     (7 )  
Bargain purchase gain   1       (50 )     (4 )     (51 )  
Impairment of intangible and other non-financial assets   2       1       17       4    
Redeemable preferred securities expense (income)         37       58       319    
Finance costs   72       50       207       132    
    119       41       366       494    
                                 
Income (loss) before income taxes   270       286       648       322    
                                 
Current income tax expense (recovery)   126       99       396       315    
Deferred income tax expense (recovery)   (43 )     (32 )     (196 )     (155 )  
Income tax expense (recovery)   83       67       200       160    
                                 
Net income (loss)   187       219       448       161    
                                 
Net income (loss) attributable to:                                
Common shareholders of Constellation Software Inc.   164       227       446       424    
Non-controlling interests   23       (8 )     2       (263 )  
Net income (loss)   187       219       448       161    
                                 
Earnings per common share of Constellation Software Inc.                                
Basic and diluted $ 7.74     $ 10.70     $ 21.04     $ 20.02    
                                 
   

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CONSTELLATION SOFTWARE INC.  
Condensed Consolidated Interim Statements of Comprehensive Income (loss)  
(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)  
   
   
Unaudited    
  Three months ended September 30,   Nine months ended September 30,  
    2024     2023       2024     2023    
                             
Net income (loss) $ 187   $ 219     $ 448   $ 161    
                             
Items that are or may be reclassified subsequently to net income (loss):                            
                             
Foreign currency translation differences from foreign operations and other, net of tax   71     (58 )     8     (27 )  
                             
Other comprehensive income (loss), net of income tax   71     (58 )     8     (27 )  
                             
Total comprehensive income (loss) $ 258   $ 161     $ 456   $ 135    
                             
Total other comprehensive income (loss) attributable to:                            
Common shareholders of Constellation Software Inc.   60     (46 )     7     (21 )  
Non-controlling interests   11     (12 )     2     (6 )  
Total other comprehensive income (loss) $ 71   $ (58 )   $ 8   $ (27 )  
                             
Total comprehensive income (loss) attributable to:                            
Common shareholders of Constellation Software Inc.   224     180       453     404    
Non-controlling interests   34     (20 )     3     (269 )  
Total comprehensive income (loss) $ 258   $ 161     $ 456   $ 135    
   

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CONSTELLATION SOFTWARE INC.
 
Condensed Consolidated Interim Statement of Changes in Equity  
(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)  
   
    
Unaudited    
Nine months ended September 30, 2024    
  Equity Attributable to Common Shareholders of CSI    
  Capital
stock
Accumulated
other
comprehensive income (loss)
Retained
earnings
Total Non-controlling interests Total equity

 
                                     
Balance at January 1, 2024 $ 99 $ (99 ) $ 1,876   $ 1,877   $ 85   $ 1,961    
                                     
Total comprehensive income (loss):                                    
                                     
Net income (loss)         446     446     2     448    
                                     
Other comprehensive income (loss)                                    
                                     
                                     
Foreign currency translation differences from
    foreign operations and other, net of tax
    7         7     2     8    
                                     
                                     
Total other comprehensive income (loss)     7         7     2     8    
                                     
Total comprehensive income (loss)     7     446     453     3     456    
                                     
Transactions with owners, recorded directly in equity                                    
                                     
Non-controlling interests arising from business combinations                 (0 )   (0 )  
                                     
Conversion of Lumine Special Shares to subordinate voting
shares of Lumine and settlement of accrued dividend on
Lumine Special Shares through the issuance of subordinate
voting shares of Lumine
                872     872    
                                     
Conversion of Lumine Preferred Shares to subordinate voting
shares of Lumine and settlement of accrued dividend on
Lumine Preferred Shares through the issuance of subordinate
voting shares of Lumine
      (6 )   400     394     (394 )      
                                     
Other movements in non-controlling interests         (1 )   (1 )   (3 )   (4 )  
                                     
Dividends paid to non-controlling interests                 (86 )   (86 )  
                                     
Dividends to shareholders of the Company         (64 )   (64 )       (64 )  
                                     
Balance at September 30, 2024 $ 99 $ (98 ) $ 2,657   $ 2,658   $ 478   $ 3,136    
   

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CONSTELLATION SOFTWARE INC.  
Condensed Consolidated Interim Statement of Changes in Equity  
(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)  
   
   
Nine months ended September 30, 2023    
     
  Equity Attributable to Common Shareholders of CSI    
  Capital
stock
Accumulated
other comprehensive income (loss)
Retained
earnings
Total Non-controlling interests Total equity

 
                                     
Balance at January 1, 2023 $ 99 $ (150 ) $ 1,763   $ 1,713   $ 221   $ 1,933    
                                     
Total comprehensive income (loss):                                    
                                     
Net income (loss)         424     424     (263 )   161    
                                     
Other comprehensive income (loss)                                    
                                     
                                     
Foreign currency translation differences from
    foreign operations and other, net of tax
    (21 )       (21 )   (6 )   (27 )  
                                     
Total other comprehensive income (loss)     (21 )       (21 )   (6 )   (27 )  
                                     
Total comprehensive income (loss)     (21 )   424     404     (269 )   135    
                                     
Transactions with owners, recorded directly in equity                                    
                                     
Special dividend of Lumine Subordinate Voting Shares     12     (378 )   (366 )   366        
                                     
Acquisition of non-controlling interests                 (1 )   (1 )  
                                     
Conversion of Lumine Special Shares to subordinate voting
shares of Lumine
                5     5    
                                     
Other movements in non-controlling interests     0     16     16     (18 )   (2 )  
                                     
Dividends to shareholders of the Company         (64 )   (64 )       (64 )  
                                     
Balance at September 30, 2023 $ 99 $ (159 ) $ 1,762   $ 1,703   $ 304   $ 2,006    
   

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CONSTELLATION SOFTWARE INC.  
Condensed Consolidated Interim Statements of Cash Flows  
(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)  
   
   
Unaudited    
    Three months ended September 30,     Nine months ended September 30,    
      2024       2023       2024       2023    
                                   
Cash flows from (used in) operating activities:                                
  Net income (loss) $ 187     $ 219     $ 448     $ 161    
  Adjustments for:                                
  Depreciation   46       41       135       120    
  Amortization of intangible assets   271       214       771       620    
  IRGA/TSS Membership liability revaluation charge   33       25       122       94    
  Finance and other expense (income)   (18 )     2       (50 )     (7 )  
  Bargain purchase (gain)   1       (50 )     (4 )     (51 )  
  Impairment of intangible and other non-financial assets   2       1       17       4    
  Redeemable preferred securities expense (income)         37       58       319    
  Finance costs   72       50       207       132    
  Income tax expense (recovery)   83       67       200       160    
  Foreign exchange loss (gain)   30       (23 )     16       3    
  Change in non-cash operating assets and liabilities                                
  exclusive of effects of business combinations   (72 )     (7 )     (38 )     23    
  Income taxes paid   (118 )     (62 )     (363 )     (310 )  
  Net cash flows from (used in) operating activities   517       513       1,518       1,268    
                                   
Cash flows from (used in) financing activities:                                
  Interest paid on lease obligations   (4 )     (3 )     (10 )     (8 )  
  Interest paid on debt   (63 )     (34 )     (141 )     (96 )  
  Proceeds from sale of interest rate cap         (1 )           5    
  Increase (decrease) in CSI facility         175       (578 )     364    
  Increase (decrease) in Topicus revolving credit debt facility without recourse to CSI   55       5       147       43    
  Proceeds from issuance of Senior Notes               1,000          
  Proceeds from issuance of debt facilities without recourse to CSI   37       35       313       290    
  Repayments of debt facilities without recourse to CSI   (81 )     (100 )     (113 )     (227 )  
  Other financing activities   (4 )     (2 )     (31 )     (1 )  
  Dividends paid to non-controlling interests               (86 )        
  Debt transaction costs   (1 )     (1 )     (13 )     (4 )  
  Payments of lease obligations   (31 )     (25 )     (89 )     (78 )  
  Distribution to the Joday Group               (64 )        
  Principal repayments to the Joday Group pursuant to the Call Notice               (22 )        
  Dividends paid to common shareholders of the Company   (21 )     (21 )     (64 )     (64 )  
  Net cash flows from (used in) in financing activities   (113 )     28       250       224    
                                   
Cash flows from (used in) investing activities:                                
  Acquisition of businesses   (196 )     (389 )     (871 )     (1,233 )  
  Cash obtained with acquired businesses   23       19       89       113    
  Post-acquisition settlement payments, net of receipts   (53 )     (35 )     (183 )     (168 )  
  Purchases of investments and other assets   (4 )     (1 )     (5 )     (19 )  
  Proceeds from sales of other investments and other assets   2             7       119    
  Decrease (increase) in restricted cash   (4 )     (1 )     (13 )     (1 )  
  Interest, dividends and other proceeds received   12       0       25       3    
  Property and equipment purchased   (19 )     (10 )     (42 )     (29 )  
  Net cash flows from (used in) investing activities   (240 )     (416 )     (993 )     (1,216 )  
                                   
Effect of foreign currency on                                
  cash   33       (19 )     11       (10 )  
                                   
Increase (decrease) in cash   195       107       785       265    
                                   
Cash, beginning of period $ 1,873     $ 970     $ 1,284     $ 811    
                                   
Cash, end of period $ 2,069     $ 1,076     $ 2,069     $ 1,076    
   


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