Author: GlobeNewswire

Article content

Mr. Collins Brings Over 35 Years of Advisory and Investment Banking Experience in Industrials, Chemicals and Energy to the Standard Lithium Board

Article content

Article content

VANCOUVER, British Columbia, Dec. 10, 2024 (GLOBE NEWSWIRE) — Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV:SLI) (NYSE American:SLI) (FRA:S5L), a leading near-commercial lithium company, is pleased to announce the appointment of Paul Collins as an independent member of its board of directors.

Robert Cross, Non-Executive Chairman of the Board of Directors, commented, “On behalf of the Standard Lithium Board, I am delighted to welcome Paul as an independent director. He brings over 35 years of advisory and investment banking experience in industrials, chemicals and energy to the Board. Throughout his career, Paul served as a trusted advisor to executives and boards on strategic issues, including financing, capital allocation and transactions.”

Article content

“Paul adds significant strategic leadership to Standard’s board as our focus turns to bringing production online for our shareholders,” said David Park, Chief Executive Officer and Director of Standard Lithium. “2025 is expected to be a pivotal year for the Company as we pursue customer off-take commitments and financing. His experience in these areas will be indispensable as we continue to advance our world-class lithium brine projects in partnership with Equinor.”

Mr. Collins has advised on company strategy, mergers and acquisitions and corporate finance. From 2014 to 2023, he was Senior Advisor and Partner at Centerview Partners, LLC, where he worked with C-suites and boards on long-term strategic issues and financing in the industrials and chemicals sectors. Prior to joining Centerview, Mr. Collins served as the Vice Chairman of Barclay’s North American Investment Banking Division, Energy and Chemicals from 2008 to 2014. Previously, he held various leadership positions at Lehman Brothers, Merrill Lynch, the Blackstone Group and Salomon Brothers. During his tenure in investment banking, he advised on approximately $190 billion in various transactions worldwide.

Article content

Article content

Mr. Collins holds a Master of Business Administration from the Wharton School, University of Pennsylvania and a Civil Law degree with Honors from University College in Dublin, Ireland.

About Standard Lithium Ltd.

Standard Lithium is a leading near-commercial lithium development company focused on the sustainable development of a portfolio of large, high-grade lithium-brine properties in the United States. The Company prioritizes projects characterized by the highest quality resources, robust infrastructure, skilled labor, and streamlined permitting. Standard Lithium aims to achieve sustainable, commercial-scale lithium production via the application of a scalable and fully integrated Direct Lithium Extraction (“DLE”) and purification process. The Company’s flagship projects are located in the Smackover Formation, a world-class lithium brine asset, focused in Arkansas and Texas. In partnership with global energy leader Equinor ASA, Standard Lithium is advancing the South West Arkansas project, a greenfield project located in southern Arkansas, and actively exploring promising lithium brine prospects in East Texas. Additionally, the Company is advancing the Phase 1A project in partnership with LANXESS Corporation, a brownfield development project located in southern Arkansas. Standard Lithium also holds an interest in certain mineral leases in the Mojave Desert in San Bernardino County, California.

Article content

Standard Lithium trades on both the TSX Venture Exchange and the NYSE American under the symbol “SLI”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to intended development timelines, future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

Article content

Article content

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

Article content

Article content

TORONTO, Ontario and BROSSARD, Québec , Dec. 09, 2024 (GLOBE NEWSWIRE) — Bitfarms Ltd. (Nasdaq/TSX: BITF) (“Bitfarms” or the “Company”), a global vertically integrated Bitcoin data center company, today announced that, in connection with the Securities and Exchange Commission’s (“SEC”) review of its annual report for the fiscal year ended December 31, 2023 (the “SEC Review”), and in consultation with its Audit Committee of the Board of Directors and management, the Company has determined that its previously issued consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 and the related management’s discussion and analysis for the year ended December 31, 2023, as well as the unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 (such interim periods together with the fiscal years ended December 31, 2023 and 2022, the “Restatement Periods”) and the related management’s discussion and analysis for the three and nine months ended September 30, 2024, should be restated to correct a material error in the classification of proceeds derived from the sale of digital assets.

Article content

Shareholders and users of Bitfarms’ financial statements should note that the restatements are not a result of any change to its operations, business or financial operating performance for the periods being restated. For any and all of the Restatement Periods, there is no impact on the Company’s overall cash position or net cash flows.

Bitfarms previously categorized proceeds derived from the sale of digital assets as a cash flow from operating activities. In conjunction with the SEC review, it was determined that proceeds from the sale of digital assets should be classified as cash flow from investing activities. Due to the materiality of the error in classification, the Company is restating the financial statements for the Restatement Periods. In addition to the correction to the consolidated statements of cash flows, the Company is also restating its financials to adjust for an error in the accounting for the redemption of warrants in 2023.

A summary of the restatements is described in further detail in the tables set forth below (expressed in thousands of U.S. dollars). More details may be found in the revised financial statements and related revised management’s discussion and analyses, which are available on the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

Article content

Adjustments to consolidated statements of cash flows for the year ended December 31, 2022* – Restatement

Adjustments to consolidated statements of cash flows for the year ended December 31, 2023* – Restatement

Article content

Article content

Adjustments to consolidated statements of financial position as of December 31, 2023* – Restatement

Adjustments to consolidated statements of profit or loss and comprehensive profit or loss for the year ended December 31, 2023* – Restatement

Article content

Adjustments to interim consolidated statements of cash flows for the nine months ended September 30, 2023 and 2024* – Restatement

Adjustments to consolidated statements of financial position as of September 30, 2024* – Restatement

Article content

*U.S. $ in thousands

The Company’s management has previously concluded that the Company had a material weakness in its internal control over financial reporting during the Restatement Periods. Management is in the process of implementing remediation measures to address the material weakness in respect of the errors described above.

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

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

Article content

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

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

Forward-Looking Statements  

This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. The statements and information in this release regarding the impact of the Restatement, the filing of the Restated Financials and Restated MD&A, the Company’s plans to remediate the material weakness in its internal control over financial reporting and other statements regarding future growth, plans and objectives of the Company are forward-looking information.

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

Article content

This forward-looking information is based on assumptions and estimates of management of Bitfarms at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Bitfarms to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors, risks and uncertainties include, among others: the pending SEC Review; the potential that additional restatements of the financial statements will be required; the potential that the Company identifies additional material weaknesses in its control over financial reporting; the ability of the Company to remediate known material weaknesses; the acquisition, construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or at all; new miners may not perform up to expectations; revenue may not increase as currently anticipated, or at all; the ongoing ability to successfully mine Bitcoin is not assured; failure of the equipment upgrades to be installed and operated as planned; the availability of additional power may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the power purchase agreements and economics thereof may not be as advantageous as expected; For further information concerning these and other risks and uncertainties, refer to Bitfarms’ filings on www.sedarplus.ca (which are also available on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov), including the restated MD&A for the year-ended December 31, 2023, filed on December 9, 2024 and the restated MD&A for the three and nine months ended September 30, 2024 filed on December 9, 2024. Although Bitfarms has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by Bitfarms. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Bitfarms undertakes no obligation to revise or update any forward-looking information other than as required by law. Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, nor any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Investor Relations Contacts:

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

Media Contacts:

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

Article content

Article content

ST. JOHN’S, Newfoundland and Labrador, Dec. 09, 2024 (GLOBE NEWSWIRE) — Fortis Inc. (“Fortis” or the “Corporation”) (TSX/NYSE: FTS) announced today that it will renew its at-the-market equity program (the “ATM Program”) allowing the Corporation to issue up to C$500,000,000 (or its U.S. dollar equivalent) of common shares (the “Common Shares”) from treasury to the public from time to time, at the Corporation’s discretion. Any Common Shares sold in the ATM Program will be sold through the Toronto Stock Exchange (the “TSX”), the New York Stock Exchange (the “NYSE”) or any other marketplace on which the Common Shares are listed, quoted or otherwise traded at the prevailing market price at the time of sale.

Article content

Article content

Article content

The ATM Program provides Fortis with additional financing flexibility to fund its capital program. The volume and timing of distributions under the ATM Program, if any, will be determined at the Corporation’s sole discretion. The ATM Program will be effective until January 10, 2027, unless terminated prior to such date by the Corporation. Fortis intends to use the net proceeds from the ATM Program, if any, for general corporate purposes. As Common Shares sold in the ATM Program will be distributed at the prevailing market price at the time of the sale, prices may vary among purchasers during the period of the distribution.

Distributions of the Common Shares through the ATM Program will be made pursuant to the terms of an equity distribution agreement dated December 9, 2024 (the “Equity Distribution Agreement”) entered into with CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and TD Securities Inc., as Canadian agents (the “Canadian Agents”), and CIBC World Markets Corp., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as U.S. agents (together with the Canadian Agents, the “Agents”).

Article content

Article content

The ATM Program is being established pursuant to: (a) a prospectus supplement dated December 9, 2024 (the “Prospectus Supplement”) to the Corporation’s Canadian short form base shelf prospectus (the “Shelf Prospectus”) filed today with securities regulatory authorities in each of the provinces of Canada; and (b) a prospectus supplement dated December 9, 2024 (the “U.S. Prospectus Supplement”) to the Corporation’s U.S. base prospectus (the “U.S. Base Prospectus”) included in its U.S. registration statement on Form F-10 (the “Registration Statement”) filed today with the U.S. Securities and Exchange Commission. The Corporation’s at-the-market equity program, which commenced on September 19, 2023, terminated upon filing of the Shelf Prospectus.

The Prospectus Supplement, the Shelf Prospectus and the Equity Distribution Agreement will be available on SEDAR+ at www.sedarplus.ca. The U.S. Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement will be available on EDGAR at www.sec.gov. Alternatively, the Agents will send copies of the Prospectus Supplement and the Shelf Prospectus or the U.S. Prospectus Supplement and the U.S. Base Prospectus, as applicable, upon request by contacting in Canada:

Article content

CIBC Capital Markets, 161 Bay Street, 5th Floor, Toronto, Ontario, M5J 2S8 or by telephone at 1-416-956-6378 or by email at Mailbox.CanadianProspectus@cibc.com

RBC Dominion Securities Inc., attn: Distribution Centre, RBC Wellington Square, 8th Floor, 180 Wellington Street West, Toronto, Ontario, M5J OC2, by email at Distribution.RBCDS@rbc.com

Scotia Capital Inc., attn: Equity Capital Markets, 40 Temperance Street, 6th Floor, Toronto, Ontario, M5H 0B4, by email at equityprospectus@scotiabank.com

TD Securities Inc., attn: Symcor, NPM, 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5, by email at sdcconfirms@td.com or by phone at 289-360-2009

or in the U.S.:

CIBC Capital Markets, 161 Bay Street, 5th Floor, Toronto, Ontario, M5J 2S8 or by telephone at 1-416-956-6378 or by email at Mailbox.USProspectus@cibc.com

RBC Capital Markets, LLC, attn: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, New York 10281-8098, by email at equityprospectus@rbccm.com or by phone at 877-822-4089

Scotia Capital (USA) Inc., attn: Equity Capital Markets, 250 Vesey Street, 24th Floor, New York, New York 10281, by email at equityprospectus@scotiabank.com

Article content

TD Securities (USA) LLC, attn: Equity Capital Markets, 1 Vanderbilt Avenue, New York, New York 10017, by email at TD.ECM_Prospectus@tdsecurities.com

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

About Fortis

Fortis is a well-diversified leader in the North American regulated electric and gas utility industry with 2023 revenue of $12 billion and total assets of $70 billion as at September 30, 2024. The Corporation’s 9,600 employees serve utility customers in five Canadian provinces, ten U.S. states and three Caribbean countries.

Fortis shares are listed on the TSX and NYSE and trade under the symbol FTS. Additional information can be accessed at www.sedarplus.ca or www.sec.gov.

Forward-Looking Information

Fortis includes “forward-looking information” in this news release within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (collectively referred to as “forward-looking information”). Forward-looking information included in this news release reflects expectations of Fortis’ management regarding future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as anticipates, believes, budgets, could, estimates, expects, forecasts, intends, may, might, plans, projects, schedule, should, target, will, would and other similar terminology or expressions have been used to identify the forward-looking information, which includes, without limitation, the renewal of the Corporation’s ATM Program, the filing by the Corporation of the Prospectus Supplement and U.S. Prospectus Supplement, the aggregate value of Common Shares which may be issued pursuant to the ATM Program and the Corporation’s expected use of the net proceeds of the ATM Program, if any.

Article content

Forward-looking information involves significant risks, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking information. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking information. Fortis cautions readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. For additional information with respect to certain of these risks or factors and risk factors relating to the Common Shares, reference should be made to the Prospectus Supplement filed, together with the Shelf Prospectus and the continuous disclosure materials filed from time to time by Fortis with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. All forward-looking information included in this news release is given as of the date of this news release and, except as required by law, we disclaim any intention or obligation to revise or update any forward-looking information, whether as a result of new information, future events or otherwise.

A .pdf version of this press release is available at: http://ml.globenewswire.com/Resource/Download/b4dcd653-6d19-4a3b-b929-54e902a99290

For more information, please contact:

Article content

Article content

MONTRÉAL, Dec. 09, 2024 (GLOBE NEWSWIRE) — Osisko Gold Royalties Ltd (OR: TSX & NYSE) (the “Corporation” or “Osisko“) is pleased to announce that the Toronto Stock Exchange (the “TSX“) has approved the Corporation’s notice of intention to make a normal course issuer bid (the “NCIB Program“). Under the terms of the NCIB Program, Osisko may acquire up to 9,331,275 of its common shares (“Common Shares“) from time to time in accordance with the normal course issuer bid procedures of the TSX.

Article content

Article content

Article content

The NCIB Program will be conducted through the facilities of the TSX or through alternative trading systems in Canada, if eligible, and will conform to their regulations. Purchases under the NCIB Program will be made by means of open market transactions or such other means as a securities regulatory authority may permit, including pre-arranged crosses, exempt offers and private agreements under an issuer bid exemption order issued by a securities regulatory authority.

Repurchases under the NCIB Program may commence on December 12, 2024 and will terminate on December 11, 2025 or on such earlier date as the NCIB Program is completed. Daily purchases will be limited to 73,283 Common Shares, other than block purchase exemptions, representing 25% of the average daily trading volume of the Common Shares on the TSX for the six-month period ending November 30, 2024, being 293,134 Common Shares.

The price that the Corporation may pay for any Common Share purchased in the open market under the NCIB Program will be the prevailing market price at the time of purchase (plus brokerage fees) and any Common Share purchased by the Corporation will be cancelled. In the event that the Corporation purchases Common Shares by pre-arranged crosses, exempt offers, block purchases or private agreements, the purchase price of the Common Shares may be, and will be in the case of purchases by private agreements, as may be permitted by the securities regulatory authority, at a discount to the market price of the Common Shares at the time of the acquisition.

Article content

Article content

The Board of Directors of Osisko believes that the underlying value of the Corporation may not be reflected in the market price of the Common Shares from time to time and that, accordingly, the purchase of Common Shares will increase the proportionate interest in the Corporation of, and be advantageous to, all remaining shareholders of the Corporation.

As of November 30, 2024, there were 186,625,503 Common Shares issued and outstanding. The 9,331,275 Common Shares that may be repurchased under the NCIB Program represent approximately 5% of the issued and outstanding common shares of the Corporation at such date.

Under the prior NCIB Program, which commenced on December 12, 2023 and will terminate on December 11, 2024, the Corporation received approval from the TSX to purchase up to 9,258,298 Common Shares. Under such NCIB Program, the Corporation purchased 26,000 Common Shares at a weighted average price of approximately $22.48 per Common Share through the facilities of the TSX.

About Osisko Gold Royalties Ltd

Osisko is an intermediate precious metal royalty company focused on the Americas that commenced activities in June 2014. Osisko holds a North American focused portfolio of over 185 royalties, streams and precious metal offtakes. Osisko’s portfolio is anchored by its cornerstone asset, a 3-5% net smelter return royalty on the Canadian Malartic Complex, which is home to one of Canada’s largest gold mines.

Article content

Osisko’s head office is located at 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2.

Forward-looking statements
Certain statements contained in this press 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. Forward-looking statements are statements other than statements of historical fact, that address, without limitation, future events, that any purchase will be carried under the NCIB Program, management’s expectations on the growth of its asset base and expected development on time and on budget of the projects and properties underlying Osisko’s interests. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled” and similar expressions or variations (including negative variations), or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, most of which are beyond the control of Osisko, and actual results may accordingly differ materially from those in forward-looking statements. Such risk factors include, without limitation, (i) with respect to properties in which Osisko holds a royalty, stream or other interest; risks related to: (a) the operators of the properties, (b) timely development, permitting, construction, commencement of production, ramp-up (including operating and technical challenges), (c) differences in rate and timing of production from resource estimates or production forecasts by operators, (d) differences in conversion rate from resources to reserves and ability to replace resources, (e) the unfavorable outcome of any challenges or litigation relating title, permit or license, (f) hazards and uncertainty associated with the business of exploring, development and mining including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest or other uninsured risks, (ii) with respect to other external factors: (a) fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by Osisko, (b) fluctuations in the value of the Canadian dollar relative to the U.S. dollar, (c) regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies, regulations and political or economic developments in any of the countries where properties in which Osisko holds a royalty, stream or other interest are located or through which they are held, (d) continued availability of capital and financing and general economic, market or business conditions, and (e) responses of relevant governments to infectious diseases outbreaks and the effectiveness of such response and the potential impact of such outbreaks on Osisko’s business, operations and financial condition; (iii) with respect to internal factors: (a) business opportunities that may or not become available to, or are pursued by Osisko, (b) the integration of acquired assets or (c) the determination of Osisko’s PFIC status (d) that financial information may be subject to year-end adjustments. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the absence of significant change in Osisko’s ongoing income and assets relating to determination of its PFIC status, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended and, with respect to properties in which Osisko holds a royalty, stream or other interest, (i) the ongoing operation of the properties by the owners or operators of such properties in a manner consistent with past practice and with public disclosure (including forecast of production), (ii) the accuracy of public statements and disclosures made by the owners or operators of such underlying properties (including expectations for the development of underlying properties that are not yet in production), (iii) no adverse development in respect of any significant property, (iv) that statements and estimates relating to mineral reserves and resources by owners and operators are accurate and (v) the implementation of an adequate plan for integration of acquired assets.

Article content

For additional information on risks, uncertainties and assumptions, please refer to the most recent Annual Information Form of Osisko filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov which also provides additional general assumptions in connection with these statements. Osisko cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Osisko believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be accurate as actual results and prospective events could materially differ from those anticipated such the forward-looking statements and such forward-looking statements included in this press release are not guarantee of future performance and should not be unduly relied upon. In this press release, Osisko relies on information publicly disclosed by other issuers and third parties pertaining to its assets and, therefore, assumes no liability for such third-party public disclosure. These statements speak only as of the date of this press release. Osisko undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

Article content

Article content

Okotoks, Alberta, Dec. 09, 2024 (GLOBE NEWSWIRE) — (TSX: MTL) Mullen Group Ltd. (“Mullen Group“, “We“, “Our” and/or the “Corporation“) announced today its plan for 2025 has been approved by the Board of Directors (“Board“).

Article content

Article content

“Establishing growth targets for 2025 assumes we find acquisitions that fit into our current network, which based upon our long history of completing successful acquisitions should not be difficult along with the fact that we will enter the new year with a strong balance sheet, cash of around $125.0 million and untapped bank lines of $525.0 million. We also will need to see the Canadian economy continue to expand, even if the growth is modest,” commented Mr. Murray K. Mullen, Chair and Senior Executive Officer.

Article content

“The Board has approved the 2025 Plan and a capital expenditure of $100.0 million to ensure our current Business Units remain best-in-class and can meet the service requirements of our customers. In addition, our shareholders can expect an annual dividend of $0.84 per Common Share. These are fundamentals that have served our shareholders very well over the years – Invest in our core business and reward shareholders with a meaningful dividend. This will not change in 2025,” added Mr. Mullen.

2025 PLAN

1. Achieve revenue of $2.2 billion and OIBDA of $350.0 million

2. Deploy $100.0 million of capital expenditures into our existing Business Units

3. Invest $150.0 million towards acquisitions

The operating results outlined above consists of our expectations for our existing Business Units and from deploying approximately $150.0 million of cash available, exclusive of any new debt, towards acquisitions in 2025. The Corporation’s expectation is that new acquisitions will enable us to achieve our 2025 Plan of $2.2 billion of revenue and $350.0 million of OIBDA.

Article content

Article content

Priorities

In order to achieve the operating results outlined in the 2025 Plan, we have established and will be focusing on the following priorities:

1.
OPERATIONAL EXCELLENCE:

1. Prioritize Margin over Market Share: work with Business Units to optimize operations and drive process improvements.
2. Capital Investments: $100.0 million in new, more efficient operating assets, exclusive of corporate acquisitions.
   • $85.0 million: Operating Capital – to improve our Business Units
   • $10.0 million: Real Estate – invest in facilities, land and buildings
   • $5.0 million: Sustainability Focused Capital – continued focus on emission reduction

2.
PURSUE ACQUISITIONS:

• Identify acquisition targets that meet our precision based acquisition strategy
• Tuck-ins: opportunities that make our existing Business Units more profitable
• Strategic: opportunities to expand our network 

3.
INVEST IN TECHNOLOGY:

• Continue to focus on enhancing our operating systems with new technology and artificial intelligence 

4.
DIVIDENDS:

• Use free cash generated in 2025 to maintain our dividend at $0.07 per Common Share each month or $0.84 per Common Share on an annualized basis 

Article content

5.
NORMAL COURSE ISSUER BID:

• Continue to repurchase shares pursuant to our normal course issuer bid (“NCIB“), when the Board is of the view that the underlying intrinsic value of the Corporation may not be reflected in the current market price of its Common Shares
• In March 2025, we intend on requesting approvals from the Toronto Stock Exchange to renew our NCIB program 

About Mullen Group Ltd.

Mullen Group
is a public company with a long history of acquiring companies in the transportation and logistics industries. Today, we have one of the largest portfolios of logistics companies in North America, providing a wide range of transportation, warehousing and distribution services through a network of independently operated businesses. Services offerings include less-than-truckload, truckload, warehousing, logistics, transload, oversized, third-party logistics and specialized hauling transportation. In addition, our businesses provide a diverse set of specialized services related to the energy, mining, forestry and construction industries in western Canada, including water management, fluid hauling and environmental reclamation. The corporate office provides the capital and financial expertise, legal support, technology and systems support, shared services and strategic planning to its independent businesses.

Article content

Mullen Group is listed on the Toronto Stock Exchange under the symbol “MTL“. Additional information is available on our website at www.mullen-group.com or on the Corporation’s issuer profile on SEDAR+ at www.sedarplus.ca.

Contact Information

Mr. Murray K. Mullen – Chair, Senior Executive Officer and President
Mr. Richard J. Maloney – Senior Operating Officer
Mr. Carson P. Urlacher – Senior Financial Officer
Ms. Joanna K. Scott – Senior Corporate Officer

121A – 31 Southridge Drive
Okotoks, Alberta, Canada T1S 2N3
Telephone: 403-995-5200
Fax: 403-995-5296

Disclaimer

Mullen Group may make statements in this news release that reflect its current beliefs and assumptions and are based on information currently available to it and contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) and future oriented financial information (“FOFI”) within the meaning of applicable securities laws. This news release may contain forward-looking statements and FOFI that are subject to risk factors associated with the overall economy and the oil and natural gas business. These forward-looking statements and FOFI relate to future events and Mullen Group’s future performance. All forward looking statements and FOFI contained herein that are not clearly historical in nature constitute forward-looking statements and/or FOFI, and the words “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “propose”, “predict”, “potential”, “continue”, “aim”, or the negative of these terms or other comparable terminology are generally intended to identify forward-looking statements and/or FOFI. Such forward-looking statements and FOFI represent Mullen Group’s internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These forward-looking statements and FOFI involve known or unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements and FOFI. Mullen Group believes that the expectations reflected in these forward-looking statements and FOFI are reasonable; however, undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. In particular, forward-looking statements and FOFI include but are not limited to the following: (i) Mullen Group’s plan to target 10.0% growth in 2025; (ii) that our 2025 Plan consists of our expectations for our existing Business Units and from deploying approximately $150.0 million of cash available, exclusive of any new debt towards acquisitions in 2025; (iii) our financial goals, priorities and expectations for 2025; (iv) our capital expenditure plans for 2025; (v) that our shareholders can expect an annual dividend of $0.84 per Common Share in 2025; (vi) our strategic initiatives for 2025 including but not limited to potential acquisitions both strategic and tuck-in; and (vii) our plan to renew our normal course issuer bid. These forward-looking statements and FOFI are based on certain assumptions and analysis made by Mullen Group in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. These assumptions include but are not limited to the following: (i) Mullen Group will find acquisitions that fit into our current network and meet our precision based acquisition strategy; (ii) the Canadian economy will continue to expand, even if the growth is modest; (iii) Mullen Group will be able to negotiate acceptable agreement terms and close acquisitions within the 2025 year; (iv) Mullen Group will generate sufficient cash in excess of our financial obligations to support the dividend; (v) Mullen Group’s Business Units will require capital to support their ongoing operations and growth opportunities and that we will generate sufficient cash in excess of our financial obligations to support the capital expenditures; (vi) Mullen Group’s expectation as to how our current Business Units will perform in 2025; (vii) Mullen Group will have an opportunity to deploy technology and optimize operations of our Business Units; and (viii) Mullen Group’s intention to renew its normal course issuer bid will be approved by regulatory authorities. For further information on any strategic, financial, operational and other outlook on Mullen Group’s business please refer to Mullen Group’s Management’s Discussion and Analysis available for viewing on Mullen Group’s issuer profile on SEDAR+ at www.sedarplus.ca. Additional information on risks that could affect the operations or financial results of Mullen Group may be found under the heading “Principal Risks and Uncertainties” starting on page 50 of the 2023 Annual Financial Review as well as in reports on file with applicable securities regulatory authorities and may be accessed through Mullen Group’s issuer profile on the SEDAR+ website at www.sedarplus.ca. The forward-looking statements and FOFI contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements and FOFI contained herein are made as of the date of this news release and Mullen Group disclaims any intent or obligation to update publicly any such forward-looking statements and FOFI, whether as a result of new information, future events or results or otherwise, other than as required by applicable Canadian securities laws. Mullen Group relies on litigation protection for forward-looking statements and FOFI.

Article content

Article content

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR TO BE TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

Article content

Article content

CASCAIS, Portugal, Dec. 09, 2024 (GLOBE NEWSWIRE) — Pulsar Helium Inc. (AIM: PLSR, TSXV: PLSR, OTCQB: PSRHF) (“Pulsar” or the “Company”), a leading helium project development company, announces the commencement of field activities at its flagship Topaz Project in Minnesota (“Topaz” or the “Project”). The Company reports that personnel and equipment have begun arriving on-site, with deepening of the Jetstream #1 appraisal well set to commence when all equipment is on site and scheduled to conclude before the Christmas holiday. As part of this crucial phase, Pulsar plans to deepen the Jetstream #1 appraisal well by a minimum of 1,640 feet (500 metres).

Article content

Highlights

• Field mobilisation: Personnel and equipment started arriving on-site on the 7^th of December.
• Drilling schedule: The deepening of the Jetstream #1 appraisal well is scheduled to begin when the rig and all associated equipment is on site and conclude prior to the Christmas holiday.
• Well extension: Pulsar aims to deepen the Jetstream #1 well by a minimum of 1,640 feet (500 metres), penetrating the entire modelled helium-bearing reservoir.
• Data acquisition: A mass spectrometer will be acquiring gas compositional data throughout the drilling with wireline log acquisition to occur immediately upon completion of drilling.
• Site preparedness: The Jetstream #1 drill pad is fully prepared and permitted.
• Continuous operations: Comprehensive site upgrades are completed, allowing continuous drilling and access to support ancillary activities throughout December and into 2025.

Thomas Abraham-James, President & CEO of Pulsar, commented on the recent development at the Topaz Project:

“Deepening Jetstream #1 is a major step forward for Pulsar. The February 2024 well that was drilled within the prospect did not reach the desired depth flowed concentrations that are extremely high by global standards, significantly surpassing the commonly accepted economic viability threshold. During this deeper drilling phase, we plan to build on this and unlock a helium resource of size and quality to advance our goal to become a significant helium supplier.

Article content

“I look forward to updating our shareholders on the drilling results in the near future.”

Subscribe and watch today’s live Interview with Pulsar’s President & CEO Thomas Abraham-James, streamed on investormeetcompany.com at 13:00GMT: investormeetcompany.com/pulsar-helium-inc-1/register

Strategic Significance

The Jetstream #1 appraisal well previously reached total depth (TD) of 2,200 feet (671 metres) on the 27^th of February 2024, identifying top-tier helium concentrations of up to 14.5%, well above the 0.3% widely accepted economic threshold, and CO₂ concentrations exceeding 70% – with the latter expected to further contribute to the project economics. The deepening of Jetstream #1 is a pivotal step in advancing Pulsar’s strategy to address the increasing global demand for helium as the Company moves another step closer to production. The deepening of Jetstream #1 will target the full height of the helium reservoir, guided by insights from recently acquired survey data, previous drilling phases, and onsite testing.

On behalf Pulsar Helium Inc.
“Thomas Abraham-James”
President, CEO and Director

Article content

Article content

Further Information:

Pulsar Helium Inc.
connect@pulsarhelium.com  
+ 1 (218) 203-5301
+44 (0) 2033 55 9889

Strand Hanson Limited
(Nominated & Financial Adviser, and Joint Broker)
Ritchie Balmer / Rob Patrick / Richard Johnson
+44 (0) 207 409 3494

OAK Securities*
(Joint Broker)
Jerry Keen (Corporate Broking) / Henry Clarke (Institutional Sales) / Dillon Anadkat (Corporate Advisory)
info@OAK-securities.com
+44 203 973 3678

BlytheRay Ltd
(Financial PR)
Megan Ray / Said Izagaren
+44 207 138 3204                                                 
pulsarhelium@blytheray.com

*OAK Securities is the trading name of Merlin Partners LLP, a firm incorporated in the United Kingdom and regulated by the UK Financial Conduct Authority. 

About Pulsar Helium Inc.

Pulsar Helium Inc. is a publicly traded company listed on the AIM market of the London Stock Exchange and the TSX Venture Exchange with the ticker PLSR, as well as on the OTCQB with the ticker PSRHF. Pulsar’s portfolio consists of its flagship Topaz helium project in Minnesota, USA, and the Tunu helium project in Greenland. Pulsar is the first mover in both locations with primary helium occurrences not associated with the production of hydrocarbons identified at each.

Article content

For further information visit:

Website https://pulsarhelium.com

X https://x.com/pulsarhelium 

LinkedIn https://ca.linkedin.com/company/pulsar-helium-inc.

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 release.

Forward-Looking Statements

This news release and the interview contains forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements”) that relate to the Company’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements. Forward-looking statements herein include, but are not limited to, statements relating to the results of drilling, results of an updated independent resource estimate for helium and CO2 at Topaz; the potential of CO2 as a valuable by-product of the Company’s future helium production; the estimated Geological Chance of Success for Prospective Resources and the Chance of Commerciality of Topaz; the potential impact of deepening Jetstream #1 and the potential impact of such deepening on the next iteration of the resource estimate; the expected timing to commence drilling; and the potential for future wells. Forward-looking statements may involve estimates and are based upon assumptions made by management of the Company, including, but not limited to, the Company’s capital cost estimates, management’s expectations regarding the availability of capital to fund the Company’s future capital and operating requirements and the ability to obtain all requisite regulatory approvals. 

Article content

No reserves have been assigned in connection with the Company’s property interests to date, given their early stage of development. The future value of the Company is therefore dependent on the success or otherwise of its activities, which are principally directed toward the future exploration, appraisal and development of its assets, and potential acquisition of property interests in the future. Un-risked Contingent and Prospective Helium Volumes have been defined at the Topaz Project. However, estimating helium volumes is subject to significant uncertainties associated with technical data and the interpretation of that data, future commodity prices, and development and operating costs. There can be no guarantee that the Company will successfully convert its helium volume to reserves and produce that estimated volume. Estimates may alter significantly or become more uncertain when new information becomes available due to for example, additional drilling or production tests over the life of field. As estimates change, development and production plans may also vary. Downward revision of helium volume estimates may adversely affect the Company’s operational or financial performance.

Article content

Helium volume estimates are expressions of judgement based on knowledge, experience and industry practice. These estimates are imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment or, even if valid when originally calculated, may alter significantly when new information or techniques become available. As further information becomes available through additional drilling and analysis the estimates are likely to change. Any adjustments to volume could affect the Company’s exploration and development plans which may, in turn, affect the Company’s performance. The process of estimating helium resources is complex and requires significant decisions and assumptions to be made in evaluating the reliability of available geological, geophysical, engineering, and economic date for each property. Different engineers may make different estimates of resources, cash flows, or other variables based on the same available data.

Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward- looking statements. Such risks and uncertainties include, but are not limited to, that Pulsar may be unsuccessful in drilling commercially productive wells; the uncertainty of resource estimation; operational risks in conducting exploration, including that drill costs may be higher than estimates and the potential for delays in the commencement of drilling; commodity prices; health, safety and environmental factors; and other factors set forth above as well as under “Cautionary Note Regarding Forward Looking Statements and Market and Industry Data” and “Risk Factors” in the AIM Admission Document published on October 14, 2024 found on the Company’s web site at https://pulsarhelium.com/investors/aim-rule-26/default.aspx.

Article content

Forward-looking statements contained in this news release are as of the date of this news release, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. No assurance can be given that the forward-looking statements herein will prove to be correct and, accordingly, investors should not place undue reliance on forward-looking statements. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

Article content

Article content

MONTREAL, Dec. 06, 2024 (GLOBE NEWSWIRE) — Osisko Metals Incorporated (the “Company or “Osisko Metals“) (TSX-V: OM; OTCQX: OMZNF; FRANKFURT: 0B51) is pleased to announce the acquisition of a group of 199 claims adjacent to its Gaspé Copper Project (the “Claims”).

Article content

Article content

Pursuant to a sales agreement dated October 8, 2024 with the two private holders of the interest in the Claims, Osisko Metals acquired a 100% interest in the Claims in exchange for the issuance of 5,000,000 common shares of its capital stock and the grant of a 2% net smelter return royalty, half of which is redeemable for an amount of $2,000,000.

Article content

The common shares issued in connection with the acquisition are subject to various restriction periods to a statutory hold period expiring four months and one day from the date of issue pursuant to applicable Canadian securities laws. The Claims cover additional ground near the Gaspé Copper project, including claims over potential tailings storage areas, and exploration targets to the north and south of the current property.

About Osisko Metals

Osisko Metals Incorporated is a Canadian exploration and development company creating value in the critical metals sector, with a focus on copper and zinc. The Company acquired a 100% interest in the past-producing Gaspé Copper mine from Glencore Canada Corporation in July 2023. The Gaspé Copper mine is located near Murdochville in Québec‘s Gaspé Peninsula. The Company is currently focused on resource expansion of the Gaspé Copper system, with current Indicated Mineral Resources of
824 Mt grading 0.34% CuEq and Inferred Mineral Resources of 670 Mt grading 0.38% CuEq (in compliance with NI 43-101). For more information, see Osisko Metals’ November 14, 2024 news release entitled “Osisko Metals Announces Significant Increase in Mineral Resource at Gaspé Copper“. Gaspé Copper hosts the largest undeveloped copper resource in eastern North America, strategically located near existing infrastructure in the mining-friendly province of Québec.

Article content

Article content

In addition to the Gaspé Copper project, the Company is working with Appian Capital Advisory LLP through the Pine Point Mining Limited joint venture to advance one of Canada‘s largest past-producing zinc mining camps, the Pine Point project, located in the Northwest Territories. The current mineral resource estimate for the Pine Point project consists of Indicated Mineral Resources of 49.5 Mt at 5.52% ZnEq and Inferred Mineral Resources of 8.3 Mt at 5.64% ZnEq (in compliance with NI 43-101). For more information, see Osisko Metals‘ June 25, 2024 news release entitled “Osisko Metals releases Pine Point mineral resource estimate: 49.5 million tonnes of indicated resources at 5.52% ZnEq”. The Pine Point project is located on the south shore of Great Slave Lake, Northwest Territories, close to infrastructure, with paved road access, an electrical substation and 100 kilometers of viable haul roads.

For further information on this news release, visit www.osiskometals.com
or contact:

Robert Wares, Chief Executive Officer of Osisko Metals Incorporated

Email: info@osiskometals.com

Article content

Cautionary Statement on Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Any statement that involves predictions, expectations, interpretations, beliefs, plans projections, objectives, assumptions, future events or performance (often, but not always, using phrases such as “expects”, or “does not expect”, “is expected”, “interpreted”, management’s view”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “potential”, “feasibility”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This news release contains forward-looking information pertaining to, among other things: the anticipated changes to the management and Board of the Company; the ability for the Company to complete the Transaction on the terms contemplated (if at all); the size of the Transaction; the Closing Date of the Transaction; the ability for the Company to obtain the conditional and final approval of the TSX Venture Exchange; the anticipated use of proceeds of the Transaction; the tax treatment of the FT Units; the timing of incurring the Qualifying Expenditures and the renunciation of the Qualifying Expenditures; the ability to advance Gaspé Copper to a construction decision (if at all); the ability to increase the Company’s trading liquidity and enhance its capital markets presence; the potential re-rating of the Company; the expectation that management and directors of the Company will be significant shareholders of the Company following the Transaction; the ability for the Company to unlock the full potential of its assets and achieve success; the ability for the Company to create value for its shareholders; the advancement of the Pine Point project; the anticipated resource expansion of the Gaspé Copper system; and Gaspé Copper hosting the largest undeveloped copper resource in eastern North America.

Article content

Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management, in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including, without limitation, assumptions about: the ability of exploration results, including drilling, to accurately predict mineralization; errors in geological modelling; insufficient data; equity and debt capital markets; future spot prices of copper and zinc; the timing and results of exploration and drilling programs; the accuracy of mineral resource estimates; production costs; political and regulatory stability; the receipt of governmental and third party approvals; licenses and permits being received on favourable terms; sustained labour stability; stability in financial and capital markets; availability of mining equipment and positive relations with local communities and groups. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information are set out in the Company’s public disclosure record on SEDAR+ (www.sedarplus.ca) under Osisko Metals’ issuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept 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.

Article content

Article content

TORONTO, Dec. 06, 2024 (GLOBE NEWSWIRE) — Rivalry Corp. (the “Company” or “Rivalry“) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for digital-first players, is pleased to announce that it has closed the third tranche (the “Third Closing”) of its non-brokered private placement of units of the Company (the “Units“), previously announced on November 26, 2024 (the “Offering“). Under the Third Closing, the Company issued 2,231,253 Units at a price of $0.15 per Unit, for gross proceeds of $334,688.

Article content

Article content

Article content

The Company may complete one or more additional closings, for aggregate gross proceeds (together with the proceeds raised under the initial closing, second closing and Third Closing) of up to approximately USD$3 million. Unless otherwise noted, all dollar figures are quoted in Canadian dollars.

Each Unit is comprised of one (1) subordinate voting share in the capital of the Company (each, a “Subordinate Voting Share“) and one-half of one (1/2) Subordinate Voting Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant is exercisable into one Subordinate Voting Share in the capital of the Company (each, a “Warrant Share“) at a price of $0.25 per Warrant Share for a period of 12 months from the date hereof, subject to the Company’s right to accelerate the expiry date of the Warrants upon 30 days’ notice in the event that the closing price of the Subordinate Voting Shares is equal to or exceeds $0.50 on the TSX Venture Exchange (or such other recognized Canadian stock exchange as the Subordinate Voting Shares are primarily traded on) for a period of 10 consecutive trading days.

Article content

Article content

The Company intends to use the proceeds from the Offering for corporate development and general working capital purposes.

The Subordinate Voting Shares and Warrants, and any securities issuable upon exercise thereof, are subject to a four-month statutory hold period, in accordance with applicable securities legislation.

The Company has paid an aggregate of $10,501.20 in finder’s fees in connection with the Third Closing.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any applicable state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

100,200 Units were issued to family members of Steven Isenberg, a director of the Company and a “related party” (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) and 500,000 Units were issued to Kevin Wimer, a director of the Company and a “related party”, and such issuances are considered a “related party transaction” for the purposes of MI 61-101. Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company’s market capitalization. The purchasers of the Units and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such transactions.

Article content

About Rivalry

Rivalry Corp. wholly owns and operates Rivalry Limited, a leading sport betting and media company offering fully regulated online wagering on esports, traditional sports, and casino for the digital generation. Based in Toronto, Rivalry operates a global team in more than 20 countries and growing. Rivalry Limited has held an Isle of Man license since 2018, considered one of the premier online gambling jurisdictions, as well as an internet gaming registration in Ontario, and is currently in the process of obtaining additional country licenses. With world class creative execution and brand positioning in online culture, a native crypto token, and demonstrated market leadership among digital-first users Rivalry is shaping the future of online gambling for a generation born on the internet.

Company Contact:
Steven Salz, Co-founder & CEO
ss@rivalry.com

Investor Contact:
investors@rivalry.com

Media Contact:
Cody Luongo, Head of Communications
cody@rivalry.com
203-947-1936

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 press release.

Article content

Cautionary Note Regarding Forward-Looking Information and Statements
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “project” and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions.

Forward-looking statements are based on the opinions and estimates of management of the Company at the date the statements are made based on information then available to the Company. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include regulatory or political change such as changes in applicable laws and regulations; the ability to obtain and maintain required licenses; the esports and sports betting industry being a heavily regulated industry; the complex and evolving regulatory environment for the online gaming and online gambling industry; the success of esports and other betting products are not guaranteed; changes in public perception of the esports and online gambling industry; failure to retain or add customers; the Company having a limited operating history; negative cash flow from operations; operational risks; cybersecurity risks; reliance on management; reliance on third parties and third-party networks; exchange rate risks; risks related to cryptocurrency transactions; risk of intellectual property infringement or invalid claims; the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and general economic, market and business conditions. For additional risks, please see the Company’s MD&A dated April 30, 2024 and other disclosure documents available on SEDAR+ at www.sedarplus.ca.

Article content

No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Source: Rivalry Corp.

Article content

Article content

TORONTO, Dec. 06, 2024 (GLOBE NEWSWIRE) — Rivalry Corp. (the “Company” or “Rivalry“) (TSXV: RVLY) (OTCQX: RVLCF) (FSE: 9VK), the leading sportsbook and iGaming operator for digital-first players, is pleased to announce that it has closed the third tranche (the “Third Closing”) of its non-brokered private placement of units of the Company (the “Units“), previously announced on November 26, 2024 (the “Offering“). Under the Third Closing, the Company issued 2,231,253 Units at a price of $0.15 per Unit, for gross proceeds of $334,688.

Article content

Article content

Article content

The Company may complete one or more additional closings, for aggregate gross proceeds (together with the proceeds raised under the initial closing, second closing and Third Closing) of up to approximately USD$3 million. Unless otherwise noted, all dollar figures are quoted in Canadian dollars.

Each Unit is comprised of one (1) subordinate voting share in the capital of the Company (each, a “Subordinate Voting Share“) and one-half of one (1/2) Subordinate Voting Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant is exercisable into one Subordinate Voting Share in the capital of the Company (each, a “Warrant Share“) at a price of $0.25 per Warrant Share for a period of 12 months from the date hereof, subject to the Company’s right to accelerate the expiry date of the Warrants upon 30 days’ notice in the event that the closing price of the Subordinate Voting Shares is equal to or exceeds $0.50 on the TSX Venture Exchange (or such other recognized Canadian stock exchange as the Subordinate Voting Shares are primarily traded on) for a period of 10 consecutive trading days.

Article content

Article content

The Company intends to use the proceeds from the Offering for corporate development and general working capital purposes.

The Subordinate Voting Shares and Warrants, and any securities issuable upon exercise thereof, are subject to a four-month statutory hold period, in accordance with applicable securities legislation.

The Company has paid an aggregate of $10,501.20 in finder’s fees in connection with the Third Closing.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any applicable state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

100,200 Units were issued to family members of Steven Isenberg, a director of the Company and a “related party” (within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) and 500,000 Units were issued to Kevin Wimer, a director of the Company and a “related party”, and such issuances are considered a “related party transaction” for the purposes of MI 61-101. Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company’s market capitalization. The purchasers of the Units and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such transactions.

Article content

About Rivalry

Rivalry Corp. wholly owns and operates Rivalry Limited, a leading sport betting and media company offering fully regulated online wagering on esports, traditional sports, and casino for the digital generation. Based in Toronto, Rivalry operates a global team in more than 20 countries and growing. Rivalry Limited has held an Isle of Man license since 2018, considered one of the premier online gambling jurisdictions, as well as an internet gaming registration in Ontario, and is currently in the process of obtaining additional country licenses. With world class creative execution and brand positioning in online culture, a native crypto token, and demonstrated market leadership among digital-first users Rivalry is shaping the future of online gambling for a generation born on the internet.

Company Contact:
Steven Salz, Co-founder & CEO
ss@rivalry.com

Investor Contact:
investors@rivalry.com

Media Contact:
Cody Luongo, Head of Communications
cody@rivalry.com
203-947-1936

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 press release.

Article content

Cautionary Note Regarding Forward-Looking Information and Statements
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “project” and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions.

Forward-looking statements are based on the opinions and estimates of management of the Company at the date the statements are made based on information then available to the Company. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include regulatory or political change such as changes in applicable laws and regulations; the ability to obtain and maintain required licenses; the esports and sports betting industry being a heavily regulated industry; the complex and evolving regulatory environment for the online gaming and online gambling industry; the success of esports and other betting products are not guaranteed; changes in public perception of the esports and online gambling industry; failure to retain or add customers; the Company having a limited operating history; negative cash flow from operations; operational risks; cybersecurity risks; reliance on management; reliance on third parties and third-party networks; exchange rate risks; risks related to cryptocurrency transactions; risk of intellectual property infringement or invalid claims; the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and general economic, market and business conditions. For additional risks, please see the Company’s MD&A dated April 30, 2024 and other disclosure documents available on SEDAR+ at www.sedarplus.ca.

Article content

No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Source: Rivalry Corp.

Article content

Article content

BASE SHELF PROSPECTUS IS ACCESSIBLE, AND FINAL PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE WITHIN TWO BUSINESS DAYS, ON SEDAR+ AND ON EDGAR

Article content

Article content

TORONTO, Dec. 06, 2024 (GLOBE NEWSWIRE) — Profound Medical Corp. (TSX: PRN; NASDAQ: PROF) (“Profound” or the “Company”) today announced the pricing of an underwritten public offering (the “Offering”) of 4,666,700 common shares (the “Common Shares”) at a public offering price of US$7.50 per Common Share. The gross proceeds of the Offering to Profound, before deducting the underwriting discounts and commissions and other offering expenses payable by Profound, are expected to be approximately US$35 million. In addition, Profound has granted the underwriters a 30-day option to purchase up to an additional 700,005 Common Shares at the public offering price, less underwriting discounts and commissions. All of the securities in the Offering are being offered by Profound.

Article content

The net proceeds of the Offering are expected to be used: (i) to fund the continued commercialization of the TULSA-PRO® system in the United States, (ii) to fund the continued development and commercialization of the TULSA-PRO® system and the Sonalleve® system globally, and (iii) for working capital and general corporate purposes.

Raymond James Ltd. and Lake Street Capital Markets are acting as co-lead underwriters and joint bookrunners, for the Offering. Titan Partners Group, a division of American Capital Partners, is acting as lead manager for the Offering. Stifel, Nicolaus & Company, Incorporated acted as an advisor to the Company. The Offering will take place in each of the provinces and territories of Canada, except the province of Québec, and in the United States.

The Offering is expected to close on or about December 10, 2024, subject to customary closing conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange. Profound will notify the Nasdaq Capital Market in accordance with the rules of that exchange.

Article content

Article content

In connection with the Offering, the Company is filing a final prospectus supplement (the “Final Prospectus Supplement”) to its short form base shelf prospectus dated July 10, 2024 (the “Base Shelf Prospectus”) in each of the provinces and territories of Canada relating to the proposed Offering. The Final Prospectus Supplement is also being filed in the United States with the U.S. Securities and Exchange Commission (the “SEC”) as part of the Company’s effective registration statement on Form F-10 (File no. 333-280236), as amended, previously filed under the multijurisdictional disclosure system adopted by the United States. A preliminary prospectus supplement relating to the Offering was filed in each of the provinces and territories of Canada and in the United States with the SEC on December 5, 2024.

Access to the Base Shelf Prospectus, the Final Prospectus Supplement, and any amendments to the documents will be provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus is, and the Final Prospectus Supplement will be (within two business days of the date hereof), accessible on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. The Common Shares are offered under the Final Prospectus Supplement. An electronic or paper copy of the Base Shelf Prospectus, the Final Prospectus Supplement, and any amendment to the documents may be obtained without charge, from Raymond James Ltd., Scotia Plaza, 40 King St. W., 54th Floor, Toronto, Ontario M5H 3Y2, Canada, or by telephone at 416-777-7000 or by email at ECM-Syndication@raymondjames.ca by providing the contact with an email address or address, as applicable. Copies of the Final Prospectus Supplement and the Base Shelf Prospectus will be available on EDGAR at www.sec.gov or may be obtained without charge from Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by telephone at (800) 248-8863, or by email at prospectus@raymondjames.com, and from Lake Street Capital Markets, LLC, 920 2nd Ave S – Ste 700, Minneapolis, MN 55402, prospectus@lakestreetcm.com, (612) 326-1305. The Base Shelf Prospectus and Final Prospectus Supplement contain important, detailed information about the Company and the Offering. Prospective investors should read the Base Shelf Prospectus and Final Prospectus Supplement before making an investment decision.

Article content

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, territory, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, territory, state or jurisdiction.

About Profound Medical Corp.

Profound is a commercial-stage medical device company that develops and markets customizable, incision-free therapies for the ablation of diseased tissue.

Profound is commercializing TULSA-PRO®, a technology that combines real-time MRI, robotically-driven transurethral ultrasound and closed-loop temperature feedback control. Profound is also commercializing Sonalleve®, an innovative therapeutic platform that is CE marked for the treatment of uterine fibroids and palliative pain treatment of bone metastases.

Forward-Looking Statements

Article content

This release includes forward-looking statements regarding Profound and its business which may include, but is not limited to, the Offering, including the Offering’s closing, over-allotment option, and use of proceeds; and the expectations regarding the efficacy and commercialization of Profound’s technology. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Profound. The forward-looking events and circumstances discussed in this release, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including risks regarding the medical device industry, regulatory approvals, reimbursement, economic factors, the equity markets generally and risks associated with growth and competition. Although Profound has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Additional information about the risks and uncertainties of forward-looking statements and the assumptions upon which they are based is contained in the Company’s filings with securities regulators, which are available electronically through SEDAR+ at www.sedarplus.com and EDGAR at www.sec.gov. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Profound undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, other than as required by law.

For further information, please contact:

Stephen Kilmer
Investor Relations
skilmer@profoundmedical.com
T: 647.872.4849

Article content