Author: GlobeNewswire

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TORONTO, Nov. 08, 2024 (GLOBE NEWSWIRE) — BlackRock Asset Management Canada Limited (“BlackRock Canada”), an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”) (NYSE: BLK) today announced that it has called a special meeting of unitholders (the “Meeting”) of the iShares Premium Money Market ETF (the “iShares Fund”), to be held on or about January 22, 2025 to approve a change to the investment objective of the iShares Fund to permit investments in asset-backed commercial paper (the “Proposal”).  BlackRock Canada is holding the Meeting solely as a virtual (online) meeting by way of live audio webcast. 

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The proposed change to the iShares Fund investment objective is as follows:

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Following the cessation of the Canadian Dollar Offered Rate in June 2024, the bankers’ acceptance (“BA”) based lending model has largely been discontinued in Canada. The discontinuation of BAs has materially reduced the iShares Fund’s access to credit exposure, which is an important source of yield. BlackRock Canada believes that Canadian dollar denominated asset-backed commercial paper is an appropriate investment opportunity for the iShares Fund in order to continue accessing investment-grade, short-term Canadian dollar credit instruments. Credit exposure is an important tool for maximizing income while maintaining liquidity. The asset-backed commercial paper market in Canada is limited to bank-sponsored issuers and has undergone significant reform since the 2007/2008 financial crisis, resulting in enhanced investor protections. The market has continued to grow in response to the discontinuation of BAs and bank-sponsored asset-backed commercial paper is one of the primary instruments used by Canadian money market funds to obtain credit exposure.

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In accordance with applicable securities laws, a joint management information circular relating to the Proposal (the “Circular”) will be made available to unitholders in advance of the Meeting.  Notice of the Meeting and information outlining the procedures for accessing the Circular online (or requesting a copy thereof) will be mailed on or about December 20, 2024. Unitholders of record of the iShares Fund at the close of business on December 5, 2024, will be entitled to receive notice of, and vote at, the Meeting.  The Circular will also be made available on www.sedarplus.ca and www.blackrock.com/ca and will include additional details regarding the Proposal.

BlackRock Canada believes that the proposed investment objective change is in the best interests of the iShares Fund.  If the change to the investment objective is approved by unitholders of the iShares Fund, BlackRock Canada expects that the Proposal will be effective as of January 31, 2025.  Implementation of the Proposal is subject to applicable regulatory approvals, including the approval of the Toronto Stock Exchange.

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For more information about the iShares Fund, please visit www.blackrock.com/ca.  

About BlackRock

BlackRock’s purpose is to help more and more people experience financial well-being. As a fiduciary to investors and a leading provider of financial technology, we help millions of people build savings that serve them throughout their lives by making investing easier and more affordable. For additional information on BlackRock, please visit www.blackrock.com/corporate.

About iShares

iShares unlocks opportunity across markets to meet the evolving needs of investors. With more than twenty years of experience, a global line-up of 1400+ exchange traded funds (ETFs) and US$4.2 trillion in assets under management as of September 30, 2024, iShares continues to drive progress for the financial industry. iShares funds are powered by the expert portfolio and risk management of BlackRock.

iShares® ETFs are managed by BlackRock Asset Management Canada Limited.

Commissions, trailing commissions, management fees and expenses all may be associated with investing in iShares ETFs. Please read the relevant prospectus before investing. The funds are not guaranteed, their values change frequently and past performance may not be repeated. Tax, investment and all other decisions should be made, as appropriate, only with guidance from a qualified professional.

Contact for Media:
Reem Jazar
Email: reem.jazar@blackrock.com

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Aptose and Hanmi Pharmaceutical Co-developing Triplet Therapy of Tuspetinib with Azacitidine and Venetoclax for Newly Diagnosed AML

SAN DIEGO and TORONTO, Nov. 08, 2024 (GLOBE NEWSWIRE) — Aptose Biosciences Inc. (“Aptose” or the “Company”) (NASDAQ: APTO, TSX: APS), a clinical-stage precision oncology company developing highly differentiated oral targeted agents to treat hematologic malignancies, today announced financial results for the three months ended September 30, 2024, and provided a corporate update.

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“Triple drug therapies (triplets) that build on the standard of care in AML have yielded higher response rates yet are limited to specific subpopulations and often cause myelosuppression and other toxicities,” said William G. Rice, Ph.D., Chairman, President and Chief Executive Officer of Aptose. “Tuspetinib, with its breadth of activity and unique safety profile, is a potential game-changer as part of a triplet therapy regimen and we continue to advance its development.”

Key Corporate Highlights

• Aptose Facility Agreement with Hanmi – During the quarter, Aptose announced that it received a $10 million loan through a Facility Agreement with Hanmi Pharmaceutical Co. (“Hanmi”), and that the companies are actively negotiating a new tuspetinib co-development collaboration agreement intended to provide additional support to accelerate the clinical development of tuspetinib. The loan is convertible as prepayment of milestone obligations under the future collaboration agreement or repayable after the expected completion of a triple drug combination trial with tuspetinib in newly diagnosed AML patients. Aptose plans to use the proceeds from such loan for the development of tuspetinib.
• Tuspetinib Data Drives Interest as Treatment Paradigm for AML Shifts to Triplet Therapy – During our APTIVATE trial, tuspetinib (TUS) as a monotherapy and in combination treatment with venetoclax in a very ill AML patient population safely demonstrated broad clinical activity in AML patients with diverse mutation profiles, including those with adverse genetics. As presented at the European Hematology Association (EHA) 2024 Congress in June, tuspetinib potently targets SYK, FLT3, mutated KIT, JAK1/2, and RSK2 kinases, yet avoids many typical toxicities, drug-related discontinuations, and deaths observed with other agents. In the APTIVATE trial, TUS achieved broad activity across AML patients with a diverse array of mutations, both as a single agent (TUS) and in combination with venetoclax (TUS+VEN) in very ill relapsed/refractory (R/R) and heavily pre-treated AML populations. Responses were observed in patients with Prior-VEN, Prior-FLT3 inhibitor (FLT3i), and Prior-HSCT therapies, those with highly adverse genetics, including mutations in TP53 and RAS genes, and those with mutated or unmutated (wildtype) FLT3 genes. Patients naïve to VEN therapy achieved higher response rates. TUS appears to be an ideal third agent to add to a venetoclax and hypomethylating agent regimen. These data support the launch of the triplet therapy trial in newly diagnosed AML patients who are ineligible to receive induction chemotherapy, irrespective of their FLT3 mutation status. Other triplet therapies in development can achieve high response rates but are limited by toxicities and inability to treat certain AML populations, leaving an unmet need that may be addressed with the addition of tuspetinib. With Hanmi’s support, Aptose plans to initiate its planned triplet combination study during the quarter and to treat patients with and without FLT3 mutations. In addition, the company is evaluating other co-development opportunities to further expand the role of tuspetinib in other settings.
• Nasdaq – Aptose has a scheduled meeting with the Nasdaq Listing Qualifications during the current quarter to address compliance with the minimum requirement of $2.5 million in stockholders’ equity (the “Stockholders’ Equity Requirement”) and Aptose continues to work on its compliance with minimum $1.00 per share closing bid price for thirty (30) consecutive business days, needed for continued listing on Nasdaq (the “Minimum Bid Price Requirement”).

  On April 2, 2024, the Company received a deficiency letter from Nasdaq stating that the Company was not in compliance with the Stockholders’ Equity Requirement. The Company submitted a Compliance Plan to Nasdaq on this issue on May 17, 2024 and received an extension to meet this Nasdaq requirement by September 30, 2024. On October 1, 2024, the Company received a letter from Nasdaq stating that the Company did not meet the terms of the extension because it did not complete its proposed financing initiatives to regain compliance. On October 8, 2024, the Company requested an appeal and hearing; such hearing is scheduled for November 21, 2024.

  On July 16, 2024, Aptose announced that it had received a deficiency letter notifying the Company that was not in compliance with the Minimum Bid Price Requirement. This deficiency letter has no immediate effect on the listing of the Company’s common shares, and its common shares will continue to trade on The Nasdaq Capital Market under the symbol “APTO” at this time. The Company’s common shares continue to trade on the Toronto Stock Exchange (“TSX”) under the symbol “APS”. The Company’s listing on the TSX is independent and will not be affected by the Nasdaq listing status. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given one hundred and eighty (180) calendar days, or until January 13, 2025, to regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance with the Minimum Bid Price Requirement by January 13, 2025, the Company may, at Nasdaq’s discretion, be afforded a second one hundred and eighty (180) calendar day period to regain compliance, but if Nasdaq does not grant such extension, the Company’s common shares could be delisted from Nasdaq.

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Multiple Planned Value-creating Milestones Ahead

2024: Q4​

• Initiate dosing of TUS+VEN+AZA triplet in newly diagnosed AML​
• Completion of Hanmi/Aptose Collaboration ~ Year-end 2024​

2024: ASH​

• Report CR/Safety data from APTIVATE TUS+VEN doublet study ​
• Report dosing accrual from TUS+VEN+AZA triplet study ​

2025: 1H​

• Enroll two dose cohorts in TUS+VEN+AZA triplet study​
• Report CR/MRD/Safety data from TUS+VEN+AZA triplet study​

2025: EHA​

• Report maturing data readout from TUS+VEN+AZA triplet study​

 2025: ASH​

• Select TUS dose for TUS+VEN+HMA triplet Ph 2/3 PIVOTAL trials​
• Prepare for Ph 2 portion of Ph 2 / Ph 3 pivotal program​

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Net loss for the three-month period ended September 30, 2024 decreased by $4.5 million to $7.0 million, as compared to $11.4 million for the comparable period in 2023. Net loss for the nine-month period ended September 30, 2024 decreased by $15.5 million to $23.8 million, as compared to $39.3 million for the comparable period in 2023.

• Total cash and cash equivalents and investments as of September 30, 2024, were $8 million. Based on current operations, the Company expects that cash on hand and available capital provides the Company with sufficient resources to fund planned Company operations including research and development through to January 2025.
• As of November 8, 2024, we had 19,521,183 Common Shares issued and outstanding. In addition, there were 1,212,355 Common Shares issuable upon the exercise of outstanding stock options and there were 16,946,491 Common Shares issuable upon the exercise of the outstanding warrants.

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RESEARCH AND DEVELOPMENT EXPENSES

The research and development expenses for the three months and nine months ended September 30, 2024, and 2023 were as follows:

Research and development expenses decreased by $3.6 million to $4.7 million for the three-month period ended September 30, 2024, as compared to $8.3 million for the comparative period in 2023. Changes to the components of our research and development expenses presented in the table above are primarily as a result of the following events:

• Program costs for tuspetinib were $4.1 million for the three-month period ended September 30, 2024, compared with $5.8 million for the comparative period in 2023. The lower program costs for tuspetinib in the current period represent the reduction of activity in our APTIVATE clinical trial, reduced manufacturing costs, and related expenses. In the comparative period in 2023, tuspetinib program costs included the healthy volunteer study, which was completed in 2023.
• Program costs for luxeptinib decreased by approximately $873 thousand, primarily due to lower clinical trial and manufacturing activities.
• Program costs for APTO-253 decreased by approximately $2 thousand. The Company discontinued further clinical development of APTO-253.
• Personnel-related expenses decreased by $582 thousand, related to fewer employees in the current three-month period.
• Stock-based compensation decreased by approximately $340 thousand in the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to stock options granted with lower grant date fair values in the current period and option forfeitures recorded in the current period.

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Research and development expenses decreased by $12.0 million to $15.6 million for the nine-month period ended September 30, 2024, as compared to $27.6 million for the comparative period in 2023. Changes to the components of our research and development expenses presented in the table above are primarily as a result of the following events:

• Program costs for tuspetinib were $10.7 million for the nine-month period ended September 30, 2024, a decrease of $8 million compared with $18.7 million for the comparative period in 2023. The lower program costs for tuspetinib in the current period represent the reduction of activity in our APTIVATE clinical trial, reduced manufacturing costs, and related expenses. In the comparative period in 2023, tuspetinib program costs included the healthy volunteer study, which was completed in 2023.
• Program costs for luxeptinib decreased by approximately $2.4 million to $287 thousand for the nine months ended September 30, 2024, as compared to $2.6 million in the comparative period, primarily due to lower clinical trial and manufacturing activities.
• Program costs for APTO-253 decreased by approximately $15 thousand, due to the Company’s decision on December 20, 2021 to discontinue further clinical development of APTO-253.
• Personnel-related expenses decreased by $834 thousand, related to fewer employees in the current six-month period and partially offset by salary increases.
• Stock-based compensation decreased by approximately $865 thousand in the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily due to stock options granted with lower grant date fair values, in the current period.

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About Aptose

Aptose Biosciences is a clinical-stage biotechnology company committed to developing precision medicines addressing unmet medical needs in oncology, with an initial focus on hematology. The Company’s small molecule cancer therapeutics pipeline includes products designed to provide single agent efficacy and to enhance the efficacy of other anti-cancer therapies and regimens without overlapping toxicities. The Company’s lead clinical-stage compound tuspetinib (TUS), is an oral kinase inhibitor that has demonstrated activity as a monotherapy and in combination therapy in patients with relapsed or refractory acute myeloid leukemia (AML) and is being developed as a frontline triplet therapy in newly diagnosed AML. For more information, please visit www.aptose.com.

Forward Looking Statements 

This press release contains forward-looking statements within the meaning of Canadian and U.S. securities laws, including, but not limited to, statements regarding the Company’s clinical development plans, the clinical potential, anti-cancer activity, therapeutic potential and applications and safety profile of tuspetinib, clinical trials, the enrollment in clinical trials and the data therefrom, the submission of a compliance plan to Nasdaq and available options to regain compliance, upcoming milestones, financing activities, expectations regarding capital available to the Company to fund planned Company operations, maintenance of the Nasdaq and TSX listings and statements relating to the Company’s plans, objectives, expectations and intentions and other statements including words such as “continue”, “expect”, “intend”, “will”, “hope” “should”, “would”, “may”, “potential” and other similar expressions. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements described in this press release. Such factors could include, among others: our ability to obtain the capital required for research and operations; the inherent risks in early stage drug development including demonstrating efficacy; development time/cost and the regulatory approval process; the progress of our clinical trials; our ability to find and enter into agreements with potential partners; our ability to attract and retain key personnel; changing market and economic conditions; unexpected manufacturing defects and other risks detailed from time-to-time in our ongoing current reports, quarterly filings, annual information forms, annual reports and annual filings with Canadian securities regulators and the United States Securities and Exchange Commission.

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Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in our filings with Canadian securities regulators and the United States Securities and Exchange Commission underlying those forward- looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. We cannot assure you that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

For further information, please contact:

Aptose Biosciences Inc.
Susan Pietropaolo
Corporate Communications & Investor Relations
201-923-2049
spietropaolo@aptose.com

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Tigris Trial Enrollment at 135 Patients
Strengthened Balance Sheet with Expected Funds to Complete Tigris Trial Enrollment

TORONTO, Nov. 08, 2024 (GLOBE NEWSWIRE) — Spectral Medical Inc. (“Spectral” or the “Company”) (TSX: EDT), a late-stage theranostic company advancing therapeutic options for sepsis and septic shock, today announced its financial results for the third quarter ended September 30, 2024, and provided a corporate update.

Spectral has continued its significant progress throughout the third quarter of 2024 both clinically and operationally and year-to-date enrolled 54 patients for a total of 135 patients out of the 150 total patients target. The Company is focused on the final push to fully enroll and finish the Tigris trial, bringing the Company closer to FDA submission and potential FDA approval. In parallel to its clinical trial, the Company continues to work closely with its commercialization partner, Baxter.

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Dr. John Kellum, Chief Medical Officer of Spectral Medical, stated, “We continue to witness robust enrollment activity in 2024, with record enrollment rates over several months of the year. Screening rates have been at approximately 50% higher throughout the year compared to 2023. Tigris is approaching the final phase of the trial, and we have very dedicated investigators who believe in the project. In October, we experienced some disruptions due to Hurricane Helene – mainly the national saline shortage (required to prepare the device for treatment). Our clinical team is focused on trial site support and is working to help resolve this issue. We are committed alongside our trial sites to advancing Tigris and believe PMX, if ultimately approved, will play a major role in reducing the tragic rates of mortality caused by sepsis.”

“I am pleased with the increased level of activity across the Company and the resultant ramp up of patient enrollment throughout 2024. With the recent medical supply chain events negatively impacting enrollment, we anticipate a slight shift in finalizing Tigris enrollment into the early 2025 timeframe,” said Chris Seto, Chief Executive Officer of Spectral. “That being said, with the receipt of gross proceeds of approximately $11 million since the beginning of April, we believe we have secured funding to finalize Tigris enrollment.”

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Corporate Highlights During & Subsequent to Third Quarter 2024

Tigris Trial and Regulatory Program

• Patient Enrollment
  Total of 135 patients randomized to date out of the target 150 total patients to be enrolled in the Tigris trial.
  • Year-to-date enrollment experienced in 2024 has been robust with 54 patients enrolled so far.
  • Record monthly enrollment to start Q3 2024, with nine patients enrolled in July; followed by anticipated slowdown in August and September with lighter enrollment activity due to site vacation schedules.
  • Experienced significantly lower patient enrollment in October due to the impact of Hurricane Helene on the medical supply chain. The disruption in production of critical intravenous fluids has led to a rationing of saline, which is required to prepare PMX for treatment, negatively impacted patient enrollment, despite record patient screening levels. Our clinical team is working to help sites resolve this issue.
  • For more information on Hurricane Helene’s impact on the supply of critical intravenous fluids, see the following link: Letter to Health Care Leaders and Stakeholders on Impacts of Hurricane Helene from Secretary Becerra | HHS.gov

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• Tigris Sites
  Currently 22 Tigris sites participating.
  • Spectral clinical team focused on trial site management activities to ensure that Tigris sites have the support and resources to enroll patients as efficiently as possible.

• Timing
  The Company continues to focus on finalizing the Tigris trial within the reasonably shortest timelines. Based on the current rate of enrollment, management believes Tigris should be completed in first quarter of 2025.

PMX Commercialization

• Baxter Partnership Activities
  In anticipation of a positive Tigris trial outcome, the Company has been working closely with Baxter on post-approval marketing plans for PMX commercialization. This includes developing product branding, pricing and roll-out plans with numerous Baxter departments, including marketing, regulatory, clinical and reimbursement. Baxter has communicated its intention to undertake a broad marketing campaign on day one of FDA approval for PMX.

• Prismax Sub-study
  The Company is also working with Baxter on a sub-study to obtain FDA clearance for hemoperfusion for Baxter’s Prismax device. The Prismax, with its leading installed base in ICUs throughout the U.S., is anticipated to be the primary ICU device utilized for PMX treatments on commercial launch.

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Funding

• Exercise of Anti-Dilution Pre-emptive Rights
  On July 19, 2024 the Company completed an additional non-brokered offering of US$1 million of 9% convertible notes of the Company (the “Notes”) at a price of US$1,000 per convertible note due on May 1, 2028 (the “Offering”). The Notes were sold to one of the Company’s largest shareholders pursuant to the exercise of their anti-dilution pre-emptive rights relating to the closing of the offering of the approximately CAD$8.5 million offering of Notes that was completed on May 30, 2024.

• Share Warrant Exercise / Expired Warrants
  In the third quarter 232,500 share warrants were exercised for gross proceeds of approximately $114,250. These warrants were issued in conjunction with the Company’s July 27, 2021 and November 2, 2022 unit offerings.

  On July 29, 2024, 10,982,500 share warrants expired. These expired share warrants were issued in conjunction with the Company’s approximately $10 million unit offering which closed on July 27, 2021. As at the time of this MD&A, the Company has 7,730,464 share warrants outstanding.

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• Early conversion of Convertible notes issued on September 7, 2023
  On August 19, 2024, 150 Notes having a face value of USD $1,000 were converted into 509,850 Common Shares at a conversion rate of 3,399 Common Shares per USD$1,000 principal amount of the Notes.

  On September 25, 2024, 225 Notes having a face value of USD $1,000 were converted into 764,755 Common Shares at a conversion rate of 3,399 Common Shares per USD $ 1,000 principal amount of the Notes.

Change of Auditors

• On July 11, 2024, the Company announced that MNP had been appointed as the auditors of the Company following the decision by PricewaterhouseCoopers LLP (“PWC”) to resign as the auditor of Spectral. The PWC resignation was not the result of any disagreement between the Company and PWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

Financial Review

Revenue for the three-months ended September 30, 2024 was $502,000 compared to $397,000 for the same three-month period last year, representing an increase of $105,000 or 26%. Revenue for nine months ended September 30, 2024, was $1,641,000 and $1,233,000 for the same period last year, representing an increase of $408,000 or 33%. Royalty revenue for the three-months ended September 30, 2024 was $NIL and $NIL for the same period prior year. Royalty revenue for the nine months ended September 30, 2024 was $135,000 compared to $126,000 for the same nine-month period last year. This is due to an increase in usage of the Company’s IP from one customer. Product Revenue for the three-months ended September 30, 2024 was $274,000 compared to $186,000 for the same three-month period last year, representing an increase of $88,000 or 47% Product revenue for nine months ended September 30, 2024 was $841,000 and $562,000, representing an increase of $279,000 or 50%.

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Operating expenses for the three-months ended September 30, 2024, were $10,497,000, compared to $4,072,000 for the same period in the preceding year, an increase of $6,425,000 or 158%. The increase is majorly due to the change in Fair value adjustment for derivative liabilities which increased by $6,075,000 and also the Interest expense increased by $628,000 due to convertible notes payable issued on September 7, 2023, May 30, 2024 and July 19, 2024.

Operating expenses for the nine months ended September 30, 2024 were $20,194,000 compared to $10,292,000 for the same period in the preceding year, an increase of $9,902,000 or 96%. The change is primarily due to an increase in interest expense by $1,339,000 and Fair value adjustment in derivative liability increased by $6,530,000. All these increases are due to the funding received during September 2023, May 2024 and July 19, 2024. In addition, share-based compensation expense increased by $197,000. Lastly, consulting and professional fees increased by $352,000 due to increased site and patient fees related to the Tigris trial.

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Clinical development and regulatory program costs (as disclosed in Note 13 of the condensed interim consolidated financial statements) were $638,000 for the three-months ended September 30, 2024 compared to $1,263,000 for the same period in the prior year. For the nine months ended September 30, 2024, clinical development costs are $3,015,000 compared to $3,258,000 for the corresponding period in the prior year. A significant portion of clinical trial and regulatory costs consists of consulting and professional fees paid to contract research organizations, clinical sites, and other clinical and regulatory consultants. The decrease in costs reflects decreased start up activity with respect to the initialization of new clinical sites and the absence of upfront CRO switching costs which were experienced in 2023.

Loss for the three-months ended September 30, 2024 was $9,995,000, $(0.04) per share compared to a loss of $3,804,000, $(0.01) per share for the same period in the prior year. The increased loss of $6,191,000 was due to increased operating expenses, partially offset by a reduction in loss from discontinued operations of $130,000 related to the reduction in Dialco operating expenses.

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Loss for the nine months ended September 30, 2024 was $18,556,000, $(0.07) per share, compared to a loss of $9,184,000 $(0.03) per share, for the same period in the prior year. The increased loss of $9,372,000 was due to operating expenses, partially offset by a reduction in loss from discontinued operations of $122,000 related to the reduction in Dialco operating expenses.

The Company concluded the third quarter of 2024 with cash of $5,759,000 compared to $2,952,000 of cash on hand as of December 31, 2023.

The total number of common shares outstanding for the Company was 282,815,223 at September 30, 2024.

About Spectral 

Spectral is a Phase 3 company seeking U.S. FDA approval for its unique product for the treatment of patients with septic shock, Toraymyxin™ (“PMX”). PMX is a therapeutic hemoperfusion device that removes endotoxin, which can cause sepsis, from the bloodstream and is guided by the Company’s Endotoxin Activity Assay (EAA™), the only FDA cleared diagnostic for the risk of developing sepsis.

PMX is approved for therapeutic use in Japan and Europe and has been used safely and effectively on more than 340,000 patients to date. In March 2009, Spectral obtained the exclusive development and commercial rights in the U.S. for PMX, and in November 2010, signed an exclusive distribution agreement for this product in Canada. In July 2022, the U.S. FDA granted Breakthrough Device Designation for PMX for the treatment of endotoxic septic shock. Approximately 330,000 patients are diagnosed with septic shock in North America each year.

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The Tigris Trial is a confirmatory study of PMX in addition to standard care vs standard care alone and is designed as a 2:1 randomized trial of 150 patients using Bayesian statistics. Endotoxic septic shock is a malignant form of sepsis https://www.youtube.com/watch?v=6RANrHHi9L8.

The trial methods are detailed in “Bayesian methods: a potential path forward for sepsis trials”.

Spectral is listed on the Toronto Stock Exchange under the symbol EDT. For more information, please visit www.spectraldx.com.

Forward-looking statement

Information
in
this
news
release
that
is
not
current
or
historical
factual
information
may
constitute
forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of the future outlook of Spectral and anticipated events or results, are assumptions based on beliefs of Spectral’s senior management
as
well
as
information
currently
available
to
it.
While
these
assumptions
were
considered
reasonable by Spectral at the time of preparation, they may prove to be incorrect. Readers are cautioned that actual results are
subject
to
a
number
of
risks
and
uncertainties,
including
the
availability
of
funds
and
resources
to
pursue
R&D projects, the successful and timely completion of clinical studies, the ability of Spectral to take advantage of business opportunities in the biomedical industry, the granting of necessary approvals by regulatory authorities as well as general economic, market and business conditions, and could differ materially from what is currently expected.

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

For further information, please contact:

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All
amounts
in U.S.
dollars unless
otherwise
stated

Launches substantial issuer bid for up to C$400 million of its Subordinated Voting Shares

TORONTO, Nov. 08, 2024 (GLOBE NEWSWIRE) — Onex Corporation (TSX: ONEX) today announced its financial results for the third quarter and nine months ended September 30, 2024. In a separate news release issued today, Onex also announced that it has commenced a Substantial Issuer Bid.

“We are advancing our strategic plan focused on value creation, accelerating profitability and the long-term compounding of our investing capital,” said Bobby Le Blanc, CEO and President. “The third quarter was marked by continued growth in investing capital per share and successful investing and realization activity across our platforms. The launch of a substantial issuer bid reflects our confidence in the inherent value in our shares, combined with our strong liquidity position.”

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Substantial Issuer Bid

Onex announced today that it has launched a substantial issuer bid (the “Offer”) to repurchase up to C$400 million of its Subordinate Voting Shares. The Offer commences today and expires on December 13, 2024 unless extended or withdrawn. Further details are available in the separate news release issued today. Given its strong liquidity position, Onex is confident in being able to execute on the Offer while continuing to invest in priority areas.

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Highlights

• Onex’ investing capital per fully diluted share⁽⁶⁾ returned 3% for the three months ended September 30, 2024. Onex had approximately $8.5 billion of investing capital, or $113.37 (C$153.04) per fully diluted share at September 30, 2024. Onex’ investing capital per fully diluted share has had a compound annual return of 9% for the 12 months ended September 30, 2024, and 14% over the last five years.

• Onex’ private equity investments had net gains of $96 million or a return of 2% in the third quarter of 2024⁽⁷⁾ (Q3 2023: net gains of $190 million or a return of 4%). Investments in Credit strategies generated net gains of $29 million or a return of 3% in the third quarter of 2024⁽⁸⁾ (Q3 2023: net gains of $44 million or a return of 6%).

• Onex raised approximately $2.1 billion in fee-generating capital across its Private Equity and Credit platforms in the third quarter.

• To date, the Onex Partners Opportunities Fund has raised aggregate commitments approaching $1.2 billion, including pending co-investment commitments and Onex’ commitment of $400 million. The Fund entered into an agreement to acquire Farsound, which is expected to close in the fourth quarter. In October, the Fund also acquired a majority interest in Fischbach.
• ONCAP V has reached aggregate commitments of more than $1.0 billion, including Onex’ commitment of $250 million, and continues to show positive fundraising momentum.

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• The sales of ASM Global and Englobe were completed in the third quarter and the partial realization of PowerSchool closed in October. Collectively, our private equity teams have returned approximately $2.7 billion of capital to Limited Partners so far in 2024, including approximately $910 million to Onex.

• Onex has raised or extended a total of $10.6 billion of fee-generating assets across its CLO platform so far in 2024. Activity in Q3 includes closing of our 34^th and 35^th U.S. CLOs and 10^th European CLO for approximately $1.5 billion in new fee-generating assets. In Q3 we also priced our 36^th and 37^th U.S. CLOs and 11^th European CLO which will add approximately $1.7 billion in fee-generating assets in Q4 2024.

• Onex repurchased 2,179,882 Subordinate Voting Shares (SVS) in the third quarter for a total cost of $144 million (C$197 million) or an average cost per share of $66.13 (C$90.25). Onex has repurchased 3,943,482 SVS over the 12 months ended September 30, 2024.

• Onex had $34.1 billion of fee-generating assets under management at September 30, 2024, a 4% increase from the prior quarter.

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• Run-rate management fees⁽⁹⁾ increased to $187 million at September 30, 2024.

• Unrealized carried interest from funds managed by Onex was $270 million at September 30, 2024.

• Onex’ cash and near-cash⁽¹⁰⁾ balance was $1.6 billion or 19% of Onex’ investing capital as of September 30, 2024 (December 31, 2023 – $1.5 billion or 17% of Onex’ investing capital).

Webcast

Onex management will host a webcast to review Onex’ third quarter 2024 results on Friday, November 8, 2024 at 11:00 a.m. ET. The webcast will be available in listen-only mode from the Presentations and Events section of Onex’ website, https://www.onex.com/events-and-presentations. A 90-day on-line replay will be available shortly following the completion of the event.

Additional Information

Enclosed are supplementary financial schedules related to Onex’ consolidated net earnings, investing capital, fee-related earnings (loss), distributable earnings, and cash and near-cash changes for the three and nine months ended September 30, 2024. The financial statements prepared in accordance with IFRS Accounting Standards, including Management’s Discussion and Analysis of the results, are posted on Onex’ website, www.onex.com, and are also available on SEDAR+ at www.sedarplus.ca. A supplemental information package with additional information is available on Onex’ website, www.onex.com.

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About Onex

Onex invests and manages capital on behalf of its shareholders and clients across the globe. Formed in 1984, we have a long track record of creating value for our clients and shareholders. Our investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, insurance companies, family offices and high-net-worth individuals. In total, Onex has approximately $50 billion in assets under management, of which $8.5 billion is Onex’ own investing capital. With offices in Toronto, New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex’ platforms.

Onex is listed on the Toronto Stock Exchange under the symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedarplus.ca.

Forward-Looking Statements

This press release may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. Except as may be required by Canadian securities law, Onex is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this press release.

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Non-GAAP Financial Measures

This press release contains non-GAAP financial measures and ratios which have been calculated using methodologies that are not in accordance with IFRS Accounting Standards. The presentation of financial measures in this manner does not have a standardized meaning prescribed under IFRS Accounting Standards and is therefore unlikely to be comparable to similar financial measures presented by other companies. Onex management believes these financial measures and ratios provide useful information to investors. Reconciliations of the non-GAAP financial measures to information contained in the consolidated financial statements have been presented where practical.

For
Further
Information:

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^{(i) Refer to pages 20 and 21 of Onex’ Q3 2024 Interim MD&A for further details concerning the composition of segmented results.}

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^{(i) Refer to pages 20 and 22 of Onex’ Q3 2024 Interim MD&A for further details concerning the composition of segmented results.}

Investing Capital⁽ⁱ⁾

^{(i) Refer to the glossary in Onex’ Q3 2024 Interim MD&A for further details concerning the composition of investing capital.
(ii) Fully diluted shares for investing capital per share were 74.7 million at September 30, 2024.}

Fee-Related Earnings (Loss) and Distributable Earnings

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^{(i) Includes realized carried interest from the Falcon Funds, when applicable.}

^{(i) Includes realized carried interest from the Falcon Funds, when applicable.}
Fee-related earnings (loss) and distributable earnings are non-GAAP financial measures. The tables below provide reconciliations of Onex’ net earnings to fee-related earnings (loss) and distributable earnings during the three months and nine months ended September 30, 2024 and 2023.

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Cash and Near-Cash

The table below provides a breakdown of cash and near-cash at Onex as at September 30, 2024 and December 31, 2023.

^{(i) Excludes cash and cash equivalents for Onex’ share of uncalled expenses payable by the Investment Holding Companies of $34 million (December 31, 2023 – $35 million) and $2 million payable by the Investment Holding Companies for Onex’ management incentive programs related to a private equity realization (December 31, 2023 – less than $1 million). The December 31, 2023 balance also includes $22 million of restricted cash and cash equivalents for which the Company can readily remove the external restriction or for which the restriction will be removed in the near term.}

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^{(ii) Includes management fees and recoverable fund expenses receivable from certain funds which Onex has elected to defer cash receipt from.}

^{(iii) Excludes cash and cash equivalents allocated to the asset management segment related to accrued incentive compensation ($70 million (December 31, 2023 – $108 million)). The December 31, 2023 balance also excludes $15 million of cash and cash equivalents allocated to the asset management segment concerning the contingent consideration related to the 2020 acquisition of Onex Falcon.}

^{(iv) Includes $47 million of subscription financing receivable, including interest receivable, attributable to third-party investors in certain Credit Funds, Onex Partners V and ONCAP V (December 31, 2023 – $77 million). The December 31, 2023 balance also includes $37 million related to a short-term loan receivable from an Onex Partners operating company, which was repaid during the nine months ended September 30, 2024.}

The table below provides a reconciliation of the change in cash and near-cash from December 31, 2023 to September 30, 2024.

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_{⁽¹⁾ Refer to pages 20, 21 and 22 of Onex’ Q3 2024 Interim MD&A for further details concerning the composition of segment net earnings (loss). A reconciliation of total segment net earnings to net earnings is provided in the supplementary financial schedules in this press release.
⁽²⁾ Refer to the glossary in Onex’ Q3 2024 Interim MD&A for details concerning the composition of fully diluted shares.
⁽³⁾ Asset management fee-related earnings excludes Onex’ public company expenses and other expenses associated with managing Onex’ investing capital and is a component of total fee-related earnings (loss).
⁽⁴⁾ Total fee-related earnings (loss) is a non-GAAP financial measure that does not have a standardized meaning prescribed under International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). Therefore, it may not be comparable to similar financial measures disclosed by other companies. The most directly comparable financial measure under IFRS Accounting Standards to fee-related earnings (loss) is Onex’ net earnings. Refer to the 2024 Year-To-Date Results & Activity section of Onex’ Q3 2024 Interim MD&A and the supplementary financial schedules in this press release for further details concerning fee-related earnings (loss).
⁽⁵⁾ Distributable earnings is a non-GAAP financial measure that does not have a standardized meaning prescribed under IFRS Accounting Standards. Therefore, it may not be comparable to similar financial measures disclosed by other companies. The most directly comparable financial measure under IFRS Accounting Standards to distributable earnings is Onex’ net earnings. Refer to the 2024
Year-To-Date Results & Activity section of Onex’ Q3 2024 Interim MD&A and the supplementary financial schedules in this press release for further details concerning distributable earnings.
⁽⁶⁾ Refer to the glossary in Onex’ Q3 2024 Interim MD&A for details concerning the composition of investing capital per fully diluted share. The percentage changes in investing capital per share exclude the impact of capital deployed in Onex’ asset management segment, where applicable, and dividends paid by Onex.
⁽⁷⁾ The gross return on Onex’ private equity investments is a non-GAAP ratio calculated using methodologies that are not in accordance with IFRS Accounting Standards. The presentation of these ratios does not have a standardized meaning prescribed under IFRS Accounting Standards and therefore may not be comparable to similar financial measures presented by other companies. The net gains (losses) used to calculate the gross return of Onex’ private equity investments are gross of management incentive programs. Refer to page 10 of Onex’ Q3 2024 Interim MD&A for further details concerning the gross performance of Onex’ private equity investments.
⁽⁸⁾ The percentage returns on Credit investments have been adjusted for capital deployed, realizations and distributions.
⁽⁹⁾ Refer to the glossary in Onex’ Q3 2024 Interim MD&A for details concerning the composition of run-rate management fees.⁽¹⁰⁾ Cash and near-cash is a non-GAAP financial measure calculated using methodologies that are not in accordance with IFRS Accounting Standards. The presentation of these measures does not have standardized meaning prescribed under IFRS Accounting Standards and therefore might not be comparable to similar financial measures presented by other companies. The most directly comparable financial measure under IFRS Accounting Standards to cash and near-cash is Onex’ consolidated cash and cash equivalents balance, which was $275 million at September 30, 2024 (December 31, 2023 – $265 million). Refer to the Cash and Near-Cash section of Onex’ Q3 2024 Interim MD&A and the supplementary financial schedules in this press release for further details concerning Onex’ cash and near-cash.}

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TORONTO, Nov. 08, 2024 (GLOBE NEWSWIRE) — Onex Corporation (the “Company”) (TSX: ONEX) announces today that its board of directors has authorized the initiation of a substantial issuer bid (the “Offer”) pursuant to which the Company will offer to repurchase for cancellation up to $400,000,000 of its subordinate voting shares (the “Subordinate Voting Shares”). All amounts are in Canadian dollars.

The Offer will commence today and will expire on December 13, 2024 at 11:59 p.m. (EST), unless withdrawn, extended or varied, and the Company anticipates announcing the results of the Offer after the close of markets on December 16, 2024.

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The Offer is for up to approximately 5.2% of the Company’s total number of issued and outstanding Subordinate Voting Shares (based on a purchase price equal to the minimum purchase price per Subordinate Voting Share and 73,968,434 Subordinate Voting Shares issued and outstanding as at the close of business on November 7, 2024).

The Offer will proceed by way of a “modified Dutch auction” procedure that includes the ability for shareholders to participate via a proportionate tender. The modified Dutch auction procedure will have a tender price range from $105.00 per Subordinate Voting Share to $112.00 per Subordinate Voting Share. Holders of Subordinate Voting Shares wishing to tender to the Offer may do so pursuant to: (i) auction tenders in which the tendering shareholders specify the number of Subordinate Voting Shares being tendered at a specified price of not less than $105.00 per Subordinate Voting Share and not more than $112.00 per Subordinate Voting Share in increments of $0.25 per Subordinate Voting Share; (ii) purchase price tenders in which they will not specify a price per Subordinate Voting Share, but will rather agree to have a specified number of Subordinate Voting Shares purchased at the Purchase Price, as defined below; or (iii) proportionate tenders in which they will agree to sell, at the Purchase Price, a number of Subordinate Voting Shares that will result in them maintaining their proportionate Subordinate Voting Share ownership in the Company following completion of the Offer. Shareholders who validly tender Subordinate Voting Shares without specifying the method in which they are tendering their Subordinate Voting Shares, or who make an invalid proportionate tender, including by tendering an insufficient number of Subordinate Voting Shares, will be deemed to have made a purchase price tender. For purposes of determining the Purchase Price, shareholders who make, or who are deemed to have made, a purchase price tender will be deemed to have tendered their Subordinate Voting Shares at the minimum price of $105.00 per Subordinate Voting Share.

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The purchase price to be paid by the Company for each validly deposited Subordinate Voting Share taken up by the Company (the “Purchase Price”) will be the lowest price (which will not be less than $105.00 per Subordinate Voting Share and not more than $112.00 per Subordinate Voting Share) that enables the Company to purchase Subordinate Voting Shares up to the maximum amount available for auction tenders and purchase price tenders, determined in accordance with the terms of the Offer. Subordinate Voting Shares deposited at or below the Purchase Price as finally determined by the Company will be purchased at such Purchase Price. Subordinate Voting Shares that will not be taken up in connection with the Offer, including Subordinate Voting Shares deposited pursuant to auction tenders at prices above the Purchase Price, will be returned to the shareholders.

If the aggregate purchase price for Subordinate Voting Shares validly tendered pursuant to auction tenders and purchase price tenders is greater than the amount available for auction tenders and purchase price tenders (after taking into consideration the proportionate tenders), the Company will purchase Subordinate Voting Shares from the shareholders who made purchase price tenders or tendered at or below the Purchase Price as finally determined by the Company on a pro rata basis, except that “odd lot” holders (shareholders who own fewer than 100 Shares) will not be subject to proration.

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The Offer is not conditional upon any minimum number of Subordinate Voting Shares being tendered. The Offer is, however, subject to other conditions and the Company reserves the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Subordinate Voting Shares, certain events occur.

Mr. Gerald W. Schwartz, the Founder and Chairman of Onex, who beneficially owns, controls or directs as at the date of hereof, directly or indirectly, 8,364,140 Subordinate Voting Shares representing approximately 11.308% of the issued and outstanding Subordinate Voting Shares of the Company, has indicated an intention to participate in the Offer by making a proportionate tender in order to maintain his proportionate ownership interest in the Company.

Except as described above, to the knowledge of the Company, after reasonable inquiry, no director or officer of the Company has indicated an intention to deposit any of such person’s or company’s Subordinate Voting Shares pursuant to the Offer.

The board of directors of the Company has obtained a liquidity opinion from RBC Dominion Securities Inc., a member company of RBC Capital Markets (“RBC Capital Markets”), to the effect that, based on and subject to the qualifications, assumptions and limitations stated in such opinion, a liquid market exists for the Subordinate Voting Shares as of the date hereof, and that it is reasonable to conclude that, following the completion of the Offer in accordance with its terms, there will be a market for the holders of Subordinate Voting Shares who do not tender to the Offer that is not materially less liquid than the market that existed at the time of the making of the Offer. A copy of the opinion of RBC Capital Markets is included in the Offer Documents (as defined below).

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The Company has also engaged RBC Capital Markets to act as financial advisor and dealer manager for the Offer. The Company has engaged TSX Trust Company to act as the depositary for the Offer.

During the 12 months ended November 7, 2024, the closing prices of the Subordinate Voting Shares on the Toronto Stock Exchange (the “TSX”) have ranged from a low of $77.72 to a high of $108.75. The closing price of the Subordinate Voting Shares on the TSX on November 7, 2024 (the last full trading day before the Company announced its intention to make the Offer) was $108.75.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Details of the Offer, including instructions for tendering Subordinate Voting Shares, are included in the formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents”). The Offer Documents have been mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available on SEDAR+ at www.sedarplus.ca, and will also be posted on the Company’s website at www.onex.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.

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ABOUT ONEX

Onex invests and manages capital on behalf of its shareholders and clients across the globe. Formed in 1984, we have a long track record of creating value for our clients and shareholders. Our investors include a broad range of global clients, including public and private pension plans, sovereign wealth funds, insurance companies, family offices and high-net-worth individuals. In total, Onex has approximately $50 billion in assets under management, of which $8.5 billion is Onex’ own investing capital. With offices in Toronto, New York, New Jersey and London, Onex and its experienced management teams are collectively the largest investors across Onex’ platforms.

Onex is listed on the Toronto Stock Exchange under the symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedarplus.ca.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This press release may contain, without limitation, statements concerning possible or assumed future operations, performance or results preceded by, followed by or that include words such as “believes”, “expects”, “potential”, “anticipates”, “estimates”, “intends”, “plans” and words of similar connotation, which would constitute forward-looking statements. Forward-looking statements are not guarantees. The reader should not place undue reliance on forward-looking statements and information because they involve significant and diverse risks and uncertainties that may cause actual operations, performance or results to be materially different from those indicated in these forward-looking statements. Except as may be required by Canadian securities law, Onex is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or other factors. These cautionary statements expressly qualify all forward-looking statements in this press release.

FOR FURTHER INFORMATION:

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CALGARY, Alberta, Nov. 08, 2024 (GLOBE NEWSWIRE) — NuVista Energy Ltd. (“NuVista” or the “Company“) (TSX: NVA) is pleased to announce strong financial and operating results for the three and nine months ended September 30, 2024, and to provide an update on our operational performance. The quality and composition of our asset base consistently enables us to generate strong returns across commodity price cycles. Subsequent to the third quarter, our daily production has reached new record levels, as we continue to invest in new high-return wells and infrastructure projects to support our development plans. We also added LNG market access to our diversified natural gas portfolio and made significant progress on our return of capital to shareholders program through our normal course issuer bid (the “2024 NCIB”), while maintaining a financial position with low debt.

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Financial Highlights

During the third quarter of 2024, NuVista:

• Delivered adjusted funds flow⁽¹⁾ of $139.5 million ($0.68/share, basic⁽³⁾), and free adjusted funds flow⁽²⁾ of $19.4 million. Adjusted funds flow and free adjusted funds flow remained strong relative to the second quarter, supported by condensate rich production and lower cash costs, despite softer commodity prices;
• Generated net earnings of $59.8 million ($0.29/share, basic), resulting in year-to-date net earnings of $206.6 million ($1.00/share, basic);
• Completed a well-executed capital expenditures⁽²⁾ program, investing $118.4 million in well and facility activities including the drilling of 14 wells and completion of 12 wells in our condensate rich Wapiti Montney asset base. Year-to-date, the capital expenditures program has totaled $427.8 million, with 34 wells drilled and 38 wells completed, in addition to completing several infrastructure projects;
• Added LNG sales to our natural gas diversification portfolio by gaining exposure to the Japan/Korea marker (“JKM”) through a netback agreement with Trafigura based on 21,000 MMbtu/d of LNG for a period of up to thirteen years commencing January 1, 2027;
• Exited the quarter with $37.5 million drawn on our $450 million credit facility and net debt⁽¹⁾ of $261.9 million, maintaining a favorable net debt to annualized third quarter adjusted funds flow⁽¹⁾ ratio of 0.5x;
• Repurchased and subsequently cancelled 816,800 common shares under its 2024 NCIB program at a weighted average price of $13.81 per share for a total cost of $11.3 million. Since the inception of our NCIB programs in 2022, NuVista has repurchased and subsequently cancelled 33.2 million common shares for an aggregate cost of $394.6 million or $11.89 per share; and
• Recognized as part of the TSX30 for the third consecutive year. The TSX30 recognizes the thirty top-performing companies on the Toronto Stock Exchange (“TSX”) over the prior three-year period (see www.tsx.com/tsx30). NuVista ranked a notable sixth place overall.

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Notes:
(1) Each of “adjusted funds flow”, “net debt”, “net debt to annualized third quarter adjusted funds flow” are capital management measures. Reference should be made to the section entitled “Non-GAAP and Other Financial Measures” in this press release.
(2) “Free adjusted funds flow” and “capital expenditures” are non-GAAP financial measures that do not have standardized meanings under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other companies where similar terminology is used. Reference should be made to the section entitled “Non-GAAP and Other Financial Measures” in this press release.
(3) “Adjusted funds flow per share” is a supplementary financial measure. Reference should be made to the section entitled “Non-GAAP and Other Financial Measures” in this press release.

Operational Excellence

During the third quarter of 2024, NuVista:

• Produced an average of 83,475 Boe/d, within the third quarter guidance range of 83,000 – 86,000 Boe/d, and consistent with the second quarter production despite unplanned downtime at third-party facilities, which negatively impacted the quarter by approximately 5,000 Boe/d. All impacted production has since been brought back online, with daily production levels in late October reaching record levels above 90,000 Boe/d. It is expected that production will stabilize around this new level throughout much of the fourth quarter;
• Production for the third quarter comprised 31% condensate, 9% NGLs and 60% natural gas, a favorable outcome despite the fact that the production outage occurred in our richest condensate area. This was mainly due to outperformance of the most recent pad brought online at Pipestone;
• Realized strong production milestones for both pads brought online during the second quarter in the Pipestone area. A 4-well pad at Pipestone South has reached its IP90 at average rates per well of 1,300 Boe/d including 40% condensate, in line with historic averages for the area despite flowing at restricted rates since coming on production due to infrastructure capacity. In addition, the most southerly pad drilled at Pipestone North to-date has reached its IP60 milestone, producing 1,650 Boe/d including 50% condensate over the period. This pad included co-development of the Lower Montney and is important as it illustrates the continued repeatability in condensate yields as we progress development to the south. Completion operations in Pipestone will resume in the new year where we will begin on the 14-well pad that is scheduled to come on production at the end of the first quarter;
• Commenced the production ramp-up of two new pads in the Wapiti area, as planned during the third quarter, following the completion of our infrastructure expansion projects in the first half of the year. With firm transportation capacity in place, area production has reached record levels. Both the 6-well pad in Elmworth and a 4-well pad in Gold Creek have reached IP90 milestones and with facilities very recently expanded, they have now been able to produce consistently. The pad on the southern end of Elmworth co-developed the entire stack including one well in the Lower Montney which averaged 1,675 Boe/d including 15% condensate over the period and reflects over 25% more production than the other 5 wells on the pad which averaged 1,300 Boe/d per well including 26% condensate. The 4-well pad on the western side of Gold Creek also has reached IP90 averaging 1,500 Boe/d per well including 35% condensate over the period. This pad was also co-developed in the Lower and Middle Montney and exhibited exceptional consistency in deliverability across the zones which reinforces our view on inventory expansion in Gold Creek area; and
• Brought on production a 6-well pad between Gold Creek and Elmworth. Notably, this pad was co-developed across the entire stack of 4 zones, and included one Lower Montney pilot. The pad has reached its IP30 milestone producing on average 1,725 Boe/d per well including 40% condensate. Importantly, the Lower Montney well exhibited robust productivity compared to the other benches, producing 1,850 Boe/d including 38% condensate.

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Balance Sheet Strength and Return of Capital to Shareholders

At the end of the third quarter, our net debt was $261.9 million, resulting in a net debt to annualized third quarter adjusted funds flow ratio of 0.5x, which supports our strong financial position. The net debt level is also well below the $350 million limit set by management, to ensure that our net debt to adjusted funds flow ratio remains comfortably below 1.0x in a stress test price environment of US$45/Bbl WTI oil and US$2.00/MMBtu NYMEX natural gas.

We remain focused on our disciplined value-adding growth strategy, balanced with providing significant shareholder returns. We continue to believe the best way to return capital to shareholders is through the repurchase of shares, although we will continue to consider other options in tandem with our longer term, high return growth plans. This evaluation will consider commodity prices, the economic and tax environment, and will include all options including share repurchases and dividend payments.

Presently, our Board has set a target of returning approximately 75% of free adjusted funds flow to shareholders through the repurchase of the NuVista’s common shares pursuant to our NCIB programs.

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2024 Guidance Reaffirmed

We are extremely well-positioned with top-tier assets and highly favorable economics. Our disciplined execution has enabled us to achieve growth in production and adjusted funds flow, while also generating positive free adjusted funds flow. This has allowed us to continue to return capital to our shareholders through the repurchase of shares. Our high condensate weighting, for which pricing has remained supportive, continues to drive superior economics despite the weakness in natural gas prices experienced for much of 2024. We continue to execute according to our plans, with well and facility outperformance in several areas. As such, we reaffirm our 2024 capital expenditure guidance target of approximately $500 million, allowing us to maintain the efficiencies of a steady 2-drill-rig execution.

Recent average weekly production has reached a record level above 90,000 Boe/d and our guidance for the fourth quarter of 2024 is 89,000 – 91,000 Boe/d. This includes the minor impact associated with our decision to temporarily shut in the very small amount of our production which was exposed to AECO when those prices reached historically low levels at the start of the fourth quarter. We are pleased that despite the unplanned impacts of third-party downtime in the third quarter, we are able to reaffirm our previously announced full-year 2024 guidance range of 83,500 – 86,000 Boe/d.

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2025 Budget Further Enhances Priority of Return of Capital to Shareholders

With well outperformance continuing to drive strong capital efficiencies, and with commodity prices retreating from the highs of 2022, we have taken this as a market signal to moderate capital spending and production growth in order to increase the priority of at least triple-digit return of cash to shareholders via share buybacks. We are fortunate that our business has the flexibility and superior asset quality to afford this. We have set our 2025 capital expenditure guidance at approximately $450 million to grow production volumes by 7% to a 2025 annual average of approximately 90,000 Boe/d. This includes a planned six-week turnaround for maintenance and expansion of major third party facilities in Wapiti which will impact the second and third quarters. Production volumes are expected to approach 100,000 Boe/d in the second half of the year. Our budget is based on commodity price assumptions of $65/Bbl WTI oil and $3/MMBtu Nymex natural gas. In this base scenario we would expect to generate approximately $175 million of free adjusted funds flow, of which we will target at least 75% for return to shareholders. This capital budget is approximately $125 million lower than our previous outlook with only a modest tempering of our production growth from 10% to 7%. Superior ongoing execution and new well performance are the main drivers that provide us the flexibility to exercise this discipline and reduce capital substantially with only a modest growth impact.

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Substantially all of our production growth in 2025 will come from the Pipestone North area, beginning with the startup of the CSV Midstream Albright gas plant which is anticipated to be commissioned during the first quarter. 14 wells will be completed in Pipestone to ramp into this additional capacity of 8,000 to 10,000 Boe/d by the second quarter. Looking further ahead, Gold Creek area production growth will be a high focus for 2026 and 2027.

We will monitor the economic environment, and if commodity prices are averaging higher than our base assumptions, we have the ability and intention to increase returns to shareholders and 2025 capital expenditures for future growth concurrently to maximize long term value per share. If in an environment where commodity prices soften, we have the flexibility to further moderate production growth and reduce 2025 capital expenditures to act counter-cyclically and ensure our return of capital to shareholders remains intact. Underlying our commitment to shareholder returns is a pristine balance sheet. We expect to enter 2025 with approximately $250 million of net debt.

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We intend to continue our track record of carefully directing free adjusted funds flow towards a prudent balance of capital return to shareholders and debt reduction, while investing in high return growth projects. NuVista’s top quality asset base, deep inventory, and management’s relentless focus on value maximization supports our medium-term plans for value-adding growth to the plateau level of 125,000 Boe/d. We will continue to closely monitor and adjust to the environment in order to maximize the value of our asset base and ensure the long-term sustainability of our business. We would like to thank our staff, contractors, and suppliers for their continued dedication and delivery, and we thank our Board of Directors and our shareholders for their continued guidance and support.

Please note that our corporate presentation will be available at www.nuvistaenergy.com on November 8, 2024. NuVista’s management’s discussion and analysis, condensed consolidated interim financial statements for the three and nine months ended September 30, 2024 and notes thereto, will be filed on SEDAR+ (www.sedarplus.ca) on November 8, 2024 and can also be obtained at www.nuvistaenergy.com.

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⁽¹⁾ Non-GAAP financial measure that does not have any standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other companies where similar terminology is used. Reference should be made to the section entitled “Non-GAAP and other financial measures”.
⁽²⁾ Non-GAAP ratio that does not have any standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other companies where similar terminology is used. Reference should be made to the section entitled “Non-GAAP and other financial measures”.
⁽³⁾ Capital management measure. Reference should be made to the section entitled “Non-GAAP and other financial measures”.
⁽⁴⁾ Natural gas liquids (“NGLs”) include butane, propane and ethane revenue and sales volumes, and sulphur revenue.
⁽⁵⁾ Product prices exclude realized gains/losses on financial derivatives.
⁽⁶⁾ Supplementary financial measure. Reference should be made to the section entitled “Non-GAAP and other financial measures”.

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Advisories Regarding Oil and Gas Information

BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 Bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. As the value ratio between natural gas and crude oil based on the current prices of natural gas and crude oil is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

Any references in this press release to initial production rates are useful in confirming the presence of hydrocarbons, however, such rates are not determinative of the rates at which such wells will continue production and decline thereafter and are not indicative of long-term performance or ultimate recovery. While encouraging, readers are cautioned not to place reliance on such rates in calculating the aggregate production for NuVista.

This press release contains certain oil and gas metrics, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included herein to provide readers with additional measures to evaluate NuVista’s performance; however, such measures are not reliable indicators of NuVista’s future performance and future performance may not compare to NuVista’s performance in previous periods and therefore such metrics should not be unduly relied upon. Management uses these oil and gas metrics for its own performance measurements and to provide security holders with measures to compare the NuVista’s operations over time. Readers are cautioned that the information provided by these metrics, or that can be derived from the metrics presented in this presentation, should not be relied upon for investment or other purposes.

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NuVista has presented certain well economics based on type curves for the Pipestone development block. The type curves are based on historical production in respect of NuVista’s Pipestone assets as well as drilling results from analogous development located in close proximity to such area. Such type curves and well economics are useful in understanding management’s assumptions of well performance in making investment decisions in relation to development drilling in the Montney area and for determining the success of the performance of development wells; however, such type curves and well economics are not necessarily determinative of the production rates and performance of existing and future wells and such type curves do not reflect the type curves used by our independent qualified reserves evaluator in estimating our reserves volumes.

Basis of presentation

Unless otherwise noted, the financial data presented in this news release has been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) also known as International Financial Reporting Standards (“IFRS”).

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Natural gas liquids are defined by National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities” to include ethane, butane, propane, pentanes plus and condensate. Unless explicitly stated in this press release, references to “NGL” refers only to ethane, butane and propane and references to “condensate” refers to only to condensate and pentanes plus. NuVista has disclosed condensate and pentanes plus values separately from ethane, butane and propane values as NuVista believes it provides a more accurate description of NuVista’s operations and results therefrom.

Production split for Boe/d amounts referenced in the news release are as follows:

Advisory regarding forward-looking information and statements

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. The use of any of the words “will”, “expects”, “believe”, “plans”, “potential” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements, including but not limited to:

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• our expectations that production will stabilize around 90,000 Boe/d for much of the fourth quarter;
• our assumption that completion operations in Pipestone will resume in 2025 beginning with a 14-well pad scheduled to come on production at the end of the first quarter;
• the expectation that recent lower Montney results at Pipestone will be an important indicator for future development plans;
• our expectations regarding the consistency in deliverability of inventory in the Gold Creek area;
• that our soft ceiling net debt will allow our current production levels to be sustainable and maintain an adjusted funds flow ratio below 1.0x in a stress test price environment of US$45/Bbl WTI oil and US$2.00/MMBtu NYMEX natural gas;
• NuVista’s ability to continue directing free adjusted funds flow towards a prudent balance of return of capital to shareholders and debt reduction, while investing in high return growth projects;
• the anticipated allocation of free adjusted funds flow;
• that 75% of NuVista’s free adjusted funds flow will be put towards the repurchase of the Company’s common shares pursuant to the 2024 NCIB;
• our 2024 full year production and capital expenditures guidance ranges;
• our plan to continue to maintain an efficient drilling program by employing 2-drill-rig execution;
• guidance with respect to our updated 2024 full year production mix;
• guidance with respect to fourth quarter 2024 production and production mix;
• future commodity prices;
• our expectation with respect to our 2025 capital expenditures, free adjusted funds flow and average annual production guidance;
• expectations that the Company will exit 2024 with net debt significantly below $300 million;
• our expectation that growth in 2025 will be largely supported by Pipestone North;
• the expected timing of start-up of a third-party gas plant in the Pipestone area and the anticipated benefits thereof;
• that production volumes in the second half of 2025 will approach approximately 100,000 Boe/d;
• that production during the second and third quarters of 2025 will be impacted due to planned turnaround activity at third-party facilities which is expected to be at least six weeks in duration;
• the exception that more detailed quarterly production guidance will be released throughout 2025, once more detailed information in known;
• our expectation that the Gold Creek area will be an important area of development focus in 2026 and 2027;
• our expectation that our value-adding growth plateau level will be approximately 125,000 Boe/d;
• our future focus, strategy, plans, opportunities and operations; and
• other such similar statements.

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The future acquisition of our common shares pursuant to a share buyback (including through our normal course issuer bid), if any, and the level thereof is uncertain. Any decision to acquire common shares pursuant to a share buyback will be subject to the discretion of the Board of Directors and may depend on a variety of factors, including, without limitation, the Company’s business performance, financial condition, financial requirements, growth plans, expected capital requirements and other conditions existing at such future time including, without limitation, contractual restrictions and satisfaction of the solvency tests imposed on the Company under applicable corporate law. There can be no assurance of the number of common shares that the Company will acquire pursuant to a share buyback, if any, in the future.

By their nature, forward-looking statements are based upon certain assumptions and are subject to numerous risks and uncertainties, some of which are beyond NuVista’s control, including the impact of general economic conditions, industry conditions, current and future commodity prices and inflation rates; the impact of ongoing global events, including Middle East and European tensions, with respect to commodity prices, currency and interest rates, anticipated production rates, borrowing, operating and other costs and adjusted funds flow; the timing, allocation and amount of capital expenditures and the results therefrom; anticipated reserves and the imprecision of reserve estimates; the performance of existing wells; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; access to infrastructure and markets; competition from other industry participants; availability of qualified personnel or services and drilling and related equipment; stock market volatility; effects of regulation by governmental agencies including changes in environmental regulations, tax laws and royalties; the ability to access sufficient capital from internal sources and bank and equity markets; that we will be able to execute our 2024 drilling plans as expected; our ability to carry out our 2024 production and capital guidance as expected and including, without limitation, those risks considered under “Risk Factors” in our Annual Information Form.

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Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. NuVista’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, or if any of them do so, what benefits NuVista will derive therefrom. NuVista has included the forward-looking statements in this press release in order to provide readers with a more complete perspective on NuVista’s future operations and such information may not be appropriate for other purposes. NuVista disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This press release also contains financial outlook and future oriented financial information (together, “FOFI”) relating to NuVista including, without limitation, capital expenditures in 2024, capital expenditures in 2025, net debt, free adjusted funds flow and production which are based on, among other things, the various assumptions disclosed in this press release including under “Advisory regarding forward-looking information and statements” and including assumptions regarding benchmark pricing as it relates to free adjusted funds flow and the 2024 and 2025 capital allocation framework. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on FOFI. NuVista’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these FOFI, or if any of them do so, what benefits NuVista will derive therefrom. NuVista has included the FOFI in order to provide readers with a more complete perspective on NuVista’s future operations and such information may not be appropriate for other purposes.

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These forward-looking statements and FOFI are made as of the date of this press release and NuVista disclaims any intent or obligation to update any forward-looking statements and FOFI, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities law.

Non-GAAP and other financial measures

This press release uses various specified financial measures (as such terms are defined in National Instrument 52-112 – Non-GAAP Disclosure and Other Financial Measures Disclosure (“NI 52-112“)) including “non-GAAP financial measures”, “non-GAAP ratios”, “capital management measures” and “supplementary financial measures” (as such terms are defined in NI 52-112), which are described in further detail below. Management believes that the presentation of these non-GAAP measures provides useful information to investors and shareholders as the measures provide increased transparency and the ability to better analyze performance against prior periods on a comparable basis.

(1)   Non-GAAP financial measures

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NI 52-112 defines a non-GAAP financial measure as a financial measure that: (i) depicts the historical or expected future financial performance, financial position or cash flow of an entity; (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity; (iii) is not disclosed in the financial statements of the entity; and (iv) is not a ratio, fraction, percentage or similar representation.

These non-GAAP financial measures are not standardized financial measures under IFRS Accounting Standards and might not be comparable to similar measures presented by other companies where similar terminology is used. Investors are cautioned that these measures should not be construed as alternatives to or more meaningful than the most directly comparable GAAP measures as indicators of NuVista’s performance. Set forth below are descriptions of the non-GAAP financial measures used in this press release.

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• Free adjusted funds flow

Free adjusted funds flow is adjusted funds flow less net capital expenditures, power generation expenditures, and asset retirement expenditures. Each of the components of free adjusted funds flow are non-GAAP financial measures. Management uses free adjusted funds flow as a measure of the efficiency and liquidity of its business, measuring its funds available for additional capital allocation to manage debt levels and return capital to shareholders through its NCIB program and/or dividend payments. By removing the impact of current period net capital and asset retirement expenditures, management believes this measure provides an indication of the funds NuVista has available for future capital allocation decisions.

The following table sets out our free adjusted funds flow compared to the most directly comparable GAAP measure of cash provided by operating activities less cash used in investing activities for the applicable periods:

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• Capital expenditures

Capital expenditures are equal to cash used in investing activities, excluding changes in non-cash working capital, other asset expenditures, power generation expenditures, proceeds on property dispositions and costs of acquisitions. NuVista considers capital expenditures to represent its organic capital program and a useful measure of cash flow used for capital reinvestment.

The following table provides a reconciliation between the non-GAAP measure of capital expenditures to the most directly comparable GAAP measure of cash used in investing activities for the applicable periods:

• Net capital expenditures

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Net capital expenditures are equal to cash used in investing activities, excluding changes in non-cash working capital, other asset expenditures, and power generation expenditures. The Company includes funds used for property acquisitions or proceeds from property dispositions within net capital expenditures as these transactions are part of its development plans. NuVista considers net capital expenditures to represent its organic capital program inclusive of capital spending for acquisition and disposition proposes and a useful measure of cash flow used for capital reinvestment.

The following table provides a reconciliation between the non-GAAP measure of net capital expenditures to the most directly comparable GAAP measure of cash used in investing activities for the applicable periods:

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• Net operating expense

NuVista considers that any incremental gross costs incurred to process third party volumes at its facilities are offset by the applicable fees charged to such third parties. However, under IFRS Accounting Standards, NuVista is required to reflect operating costs and processing fee income separately on its statements of earnings. Management believes that net operating expense, calculated as gross operating expense less processing income and other recoveries, is a meaningful measure for investors to understand the net impact of the NuVista’s operating activities.

The following table sets out net operating expense compared to the most directly comparable GAAP measure of operating expenses for the applicable periods:

⁽¹⁾ Processing income and other recoveries, included within Other Income as presented in the table below:

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Non-GAAP ratios

NI 52-112 defines a non-GAAP ratio as a financial measure that: (i) is in the form of a ratio, fraction, percentage or similar representation; (ii) has a non-GAAP financial measure as one or more of its components; and (iii) is not disclosed in the financial statements of the entity. Set forth below is a description of the non-GAAP ratios used in this press release.

These non-GAAP ratios are not standardized financial measures under IFRS Accounting Standards and might not be comparable to similar measures presented by other companies where similar terminology is used. Investors are cautioned that these ratios should not be construed as alternatives to or more meaningful than the most directly comparable GAAP measures as indicators of NuVista’s performance.

Per Boe disclosures for petroleum and natural gas revenues, realized gains/losses on financial derivatives, royalties, transportation expense, G&A expense, financing costs, and DD&A expense are non-GAAP ratios that are calculated by dividing each of these respective GAAP measures by NuVista’s total production volumes for the period.

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Non-GAAP ratios presented on a “per Boe” basis may also be considered to be supplementary financial measures (as such term is defined in NI 52-112).

• Operating netback and corporate netback (“netbacks”), per Boe

NuVista calculated netbacks per Boe by dividing the netbacks by total production volumes sold in the period. Each of operating netback and corporate netback are non-GAAP financial measures. Operating netback is calculated as petroleum and natural gas revenues including realized financial derivative gains/losses, less royalties, transportation expense and net operating expense. Corporate netback is operating netback less general and administrative expense, cash share-based compensation expense, financing costs excluding accretion expense, and current income tax expense (recovery).

Management believes both operating and corporate netbacks are key industry benchmarks and measures of operating performance for NuVista that assists management and investors in assessing NuVista’s profitability, and are commonly used by other petroleum and natural gas producers. The measurement on a Boe basis assists management and investors with evaluating NuVista’s operating performance on a comparable basis.

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• Net operating expense, per Boe

NuVista has calculated net operating expense per Boe by dividing net operating expense by NuVista’s production volumes for the period.

Management believes that net operating expense, calculated as gross operating expense less processing income and other recoveries, which are included in other income on the statement of income and comprehensive income, is a meaningful measure for investors to understand the net impact of the Company’s operating activities. The measurement on a Boe basis assists management and investors with evaluating NuVista’s operating performance on a comparable basis.

(2) Capital management measures

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

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NuVista has defined net debt, adjusted funds flow, and net debt to annualized third quarter adjusted funds flow ratio as capital management measures used by the Company in this press release.

• Adjusted funds flow

NuVista considers adjusted funds flow to be a key measure that provides a more complete understanding of the Company’s ability to generate cash flow necessary to finance capital expenditures, expenditures on asset retirement obligations, and meet its financial obligations. NuVista has calculated adjusted funds flow based on cash flow provided by operating activities, excluding changes in non-cash working capital and asset retirement expenditures, as management believes the timing of collection, payment, and occurrence is variable and by excluding them from the calculation, management is able to provide a more meaningful performance measure of NuVista’s operations on a continuing basis. More specifically, expenditures on asset retirement obligations may vary from period to period depending on the Company’s capital programs and the maturity of its operating areas, while environmental remediation recovery relates to an incident that management doesn’t expect to occur on a regular basis. The settlement of asset retirement obligations is managed through NuVista’s capital budgeting process which considers its available adjusted funds flow.

A reconciliation of adjusted funds flow is presented in the following table:

• Net debt and Net debt to annualized current quarter adjusted funds flow

Net debt is used by management to provide a more complete understanding of NuVista’s capital structure and provides a key measure to assess the Company’s liquidity. NuVista has calculated net debt based on accounts receivable and prepaid expenses, other receivable, accounts payable and accrued liabilities, long-term debt (credit facility) and senior unsecured notes and other liabilities. NuVista calculated annualized current quarter adjusted funds flow ratio by dividing net debt by the annualized adjusted funds flow for the current quarter.

The following is a summary of total market capitalization, net debt, annualized current quarter adjusted funds flow, and net debt to annualized current quarter adjusted funds flow:

(3) Supplementary financial measures

This press release may contain certain supplementary financial measures. NI 52-112 defines a supplementary financial measure as a financial measure that: (i) is intended to be disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of an entity; (ii) is not disclosed in the financial statements of the entity; (iii) is not a non-GAAP financial measure; and (iv) is not a non-GAAP ratio.

NuVista calculates “adjusted funds flow per share” by dividing adjusted funds flow for a period by the number of weighted average common shares of NuVista for the specified period.

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MONTREAL, Nov. 07, 2024 (GLOBE NEWSWIRE) — Osisko Development Corp. (NYSE: ODV, TSXV: ODV) (“Osisko Development” or the “Company“) is pleased to announce that the Mines Act permit for its 100%-owned Cariboo Gold Project (“Cariboo” or the “Project“) located in central British Columbia (“BC“), Canada has been referred for decision to the statutory decision maker in the BC Ministry of Energy, Mines and Low Carbon Innovation. The review of the Environmental Management Act permits has been completed, as well, and the Company is awaiting referral thereof to the statutory decision maker in the immediate future. The Company anticipates receiving final decisions in Q4 2024.

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The Company is committed to advancing collaborative partnerships with Indigenous nations related to the Project as evidenced by years of extensive consultation and the signing and ongoing implementation of the participation agreements with each of the Lhtako Dené Nation in 2020 and the Williams Lake First Nation in 2022.

The Company has yet to reach an agreement with the Xatśūll First Nation, but it will continue to engage and consult with Xatśūll First Nation, including after any decision on the Mines Act and other permits.

“We have made good faith and reasonable efforts in the past two years to reach agreement with Xatśūll First Nation, including reasonable offers for financial and other benefits along substantially similar frameworks as those offered to, and agreed by, other Indigenous communities,” commented Sean Roosen, Chairman and CEO. “Our efforts have focused on providing meaningful benefits to all Indigenous nations, whilst ensuring the project remains viable.”

The Company is dedicated to developing a modern, safe and sustainable operation at the Cariboo Gold Project, and remains committed to engaging in constructive dialogue to ensure all stakeholders benefit from the development of the Project.

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“We must ensure the integrity of the permitting process is respected, because we believe the consultation on this Project has been robust. We stand by our record to date in meeting our obligations and expect the provincial government will act within its authority,” continued Sean Roosen. “Our commitment to engaging with Xatśūll First Nation will continue including after the permit decision is made. We genuinely want to find a meaningful, sustainable and realistic way to share the socio-economic benefits from this Project”.

Over the last four years, the Company has engaged in constructive and extensive discussions with all provincial regulators, Indigenous nation partners and host communities. This culminated in the receipt of the Environmental Assessment Certificate (“EA Certificate“) on October 10, 2023.

Through its EA review process the Company received and successfully addressed over 1,700 comments, which underpinned receipt of the positive EA Certificate. More recently, as part of the permit application process, through four rounds of review from the Mine Review Committee, which included Lhtako Dené Nation, Williams Lake First Nation, and Xatśūll First Nation, the Company responded to, addressed, and closed over 1,800 comments. The Company has commitments through permitting, management plans and positive relationships to continue engaging with all Indigenous nations and stakeholders.

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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

Certain statements contained in this news release may be deemed “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation (together, “forward-looking statements”). These forward-looking statements, by their nature, require Osisko Development to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. Words such as “may”, “will”, “would”, “could”, “expect”, “believe”, “plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including the assumptions, qualifications and limitations relating to the potential for unknown mineralized structures to extend existing zones of mineralization; category conversion; the timing and status of permitting, including receiving a final decision (if any); future consultation efforts between Osisko Development and Xatśūll First Nation; the future development and operations at the Cariboo Gold Project; the ability of the Company to execute its planned activities; management’s perceptions of historical trends, current conditions and expected future developments; the ability and timing for Cariboo to reach commercial production (if at all); the Company being a well-positioned gold development company in Canada, USA and Mexico; sustainability and environmental impacts of operations at the Company’s properties; as well as other considerations that are believed to be appropriate in the circumstances, and any other information herein that is not a historical fact may be “forward looking information”. Material assumptions also include, management’s perceptions of historical trends, management’s understanding of the permitting process and status thereof, the ability of exploration (including drilling and chip sampling assays, and face sampling) to accurately predict mineralization current conditions and expected future developments, regulatory framework remaining defined and understood, as well as other considerations that are believed to be appropriate in the circumstances. Osisko Development considers its assumptions to be reasonable based on information currently available, but cautions the reader that their assumptions regarding future events, many of which are beyond the control of Osisko Development, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect Osisko Development and its business. Such risks and uncertainties include, among others, risks relating to third-party approvals, including the issuance of permits by the government; regulatory framework and presence of laws and regulations that may impose restrictions on mining; the ability of exploration activities (including drill results and chip sampling, and face sampling results) to accurately predict mineralization; errors in management’s geological modelling the timing and ability of the Company to obtain required approvals and permits; the results of exploration activities; risks relating to exploration, development and mining activities; the global economic climate; metal and commodity prices; environmental risks; and community, non-governmental and governmental actions and the impact of stakeholder actions. Readers are urged to consult the disclosure provided under the heading “Risk Factors” in the Company’s annual information form for the year ended December 31, 2023 as well as the financial statements and MD&A for the year ended December 31, 2023, which have been filed on SEDAR+ (www.sedarplus.ca) under Osisko Development’s issuer profile and on the SEC’s EDGAR website (www.sec.gov), for further information regarding the risks and other factors facing the Company, its business and operations. Although the Company’s believes the expectations conveyed by the forward-looking statements are reasonable based on information available as of the date hereof, no assurances can be given as to future results, levels of activity and achievements. The Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. Forward-looking statements are not guarantees of performance and there can be no assurance that these forward-looking 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 forward-looking statements.

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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