Author: GlobeNewswire

Gibson Energy Announces $350 Million Senior Unsecured Note Offering and Redemption of its 2026 Notes

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All financial figures are in Canadian dollars unless otherwise noted

CALGARY, Alberta, Oct. 31, 2024 (GLOBE NEWSWIRE) — Gibson Energy Inc. (TSX:GEI) (“Gibson” or the “Company”) announced today that it has agreed to issue $350 million of 4.45% senior unsecured notes due November 12, 2031 (the “Notes”).

The offering is expected to close on November 12, 2024, subject to customary closing conditions. Gibson will use the net proceeds from the offering as well as cash on hand to fund the redemption at par of its 5.80% medium term notes due July 2026 in the principal amount of $350 million (the “2026 Notes”).

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The Notes are being offered in Canada on a private placement and agency basis through a syndicate of agents led by RBC Capital Markets and CIBC Capital Markets, as well as BMO Capital Markets, in reliance upon exemptions from the prospectus requirements under applicable securities laws.

Redemption of $350 Million of Medium Term Notes Due 2026
Gibson will deliver a notice of redemption to registered holders of the 2026 Notes, conditional upon the completion of the offering. The redemption date will be November 12, 2024. The 2026 Notes will be redeemed at par plus accrued and unpaid interest in accordance with the terms of the indenture under which the 2026 Notes were issued.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Notes have not been approved or disapproved by any regulatory authority. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any securities laws of any state of the United States and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, United States persons.

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About Gibson
Gibson is a leading liquids infrastructure company with its principal businesses consisting of the storage, optimization, processing, and gathering of liquids and refined products. Headquartered in Calgary, Alberta, the Company’s operations are located across North America, with core terminal assets in Hardisty and Edmonton, Alberta, Ingleside and Wink, Texas, and a facility in Moose Jaw, Saskatchewan.

Gibson shares trade under the symbol GEI and are listed on the Toronto Stock Exchange. For more information, visit www.gibsonenergy.com.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information and statements (collectively, “forward-looking statements”) including, but not limited to, statements concerning the completion of the offering, the anticipated use of the proceeds from the issuance of the Notes, the redemption of the 2026 Notes and the expected timing of the completion of the offering and the redemption of the 2026 Notes. All statements other than statements of historical fact are forward-looking statements. The use of any of the words “anticipate”, “plan”, “contemplate”, “continue”, “estimate”, “expect”, “intend”, “propose”, “might”, “may”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”, “predict”, “forecast”, “pursue”, “potential” and “capable” and similar expressions are intended to identify forward looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. The Company does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to, the risks and uncertainties described in “Forward-Looking Information” and “Risk Factors” included in the Company’s Annual Information Form and Management’s Discussion and Analysis, each dated February 20, 2024, as filed on SEDAR+ and available on the Gibson website at www.gibsonenergy.com.

For further information, please contact:

Investor Relations:

(403) 776-3077
investor.relations@gibsonenergy.com


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PyroGenesis Schedules Third Quarter 2024 Financial Results and Business Update Conference Call

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Provides warrant repricing update

MONTREAL, Oct. 31, 2024 (GLOBE NEWSWIRE) — PyroGenesis Canada Inc. (http://pyrogenesis.com) (TSX: PYR) (OTCQX: PYRGF) (FRA: 8PY), a high-tech company (“PyroGenesis”) that designs, develops, manufactures and commercializes advanced plasma processes and sustainable solutions which are geared to reduce greenhouse gases (GHG) and address environmental pollutants, today announces that it will host a conference call at 12:00 PM Eastern Time on Thursday November 7, 2024, to discuss the Company’s financial results for the third quarter 2024 which ended September 30, 2024, as well as provide an update to the Company’s progress and other developments.

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To access the conference call by telephone, please pre-register using the following link: https://register.vevent.com/register/BI6e80564c155242f58fa03b329ce1f4f8. Registrants will receive confirmation with dial-in details.

A live webcast of the conference call can be accessed at the following links:
English users: https://edge.media-server.com/mmc/p/644ikxxb
French users: https://edge.media-server.com/mmc/p/644ikxxb/lan/fr

The webcast will also be available on the Investor Relations section of the Company’s web site in the days following the conference call.

Update on Recent Warrant Repricing

On July 3, 2024, PyroGenesis announced a repricing of up to 4,107,850 existing common share purchase warrants (the “Warrants”), wherein the exercise price of those Warrants was reduced to $0.75 per share.

Of the Warrants eligible to be repriced, (i) 697,500 Warrants expired on October 19, 2024, (ii) 2,380,350 Warrants expire on March 7, 2025, and (iii) 1,030,000 Warrants expire on July 21, 2025.

As of the date of this press release, 1,457,500 of those 4,107,850 Warrants have been exercised, for total proceeds to the Company of $1,093,125.

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As a result of the exercising, the outstanding balance for this group of Warrants has decreased to 2,390,350, consisting of 1,710,350 set to expire March 7, 2025, and 680,000 set to expire July 21, 2025.

About PyroGenesis Canada Inc.

PyroGenesis, a high-tech company, is a proud leader in the design, development, manufacture and commercialization of advanced plasma processes and sustainable solutions which reduce greenhouse gases (GHG) and are economically attractive alternatives to conventional “dirty” processes. PyroGenesis has created proprietary, patented and advanced plasma technologies that are being vetted and adopted by multiple multibillion dollar industry leaders in four massive markets: iron ore pelletization, aluminum, waste management, and additive manufacturing. With a team of experienced engineers, scientists and technicians working out of its Montreal office, and its 3,800 m2 and 2,940 m2 manufacturing facilities, PyroGenesis maintains its competitive advantage by remaining at the forefront of technology development and commercialization. The operations are ISO 9001:2015 and AS9100D certified, having been ISO certified since 1997. PyroGenesis’ shares are publicly traded on the TSX in Canada (TSX: PYR), the OTCQX in the US (OTCQX: PYRGF), and the Frankfurt Stock Exchange in Germany (FRA: 8PY). For more information, please visit: www.pyrogenesis.com.

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Cautionary and Forward-Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance.

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Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by PyroGenesis as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the risk factors identified under “Risk Factors” in PyroGenesis’ latest annual information form, and in other periodic filings that it has made and may make in the future with the securities commissions or similar regulatory authorities, all of which are available under PyroGenesis’ profile on SEDAR+ at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect PyroGenesis. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. PyroGenesis undertakes no obligation to publicly update or revise any forward-looking statement, except as required by applicable securities laws.

Neither the Toronto Stock Exchange, its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) nor the OTCQX Best Market accepts responsibility for the adequacy or accuracy of this press release.

For further information please contact:
Rodayna Kafal, Vice President, IR/Comms. and Strategic BD
E-mail: ir@pyrogenesis.com


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Celestica Announces TSX Acceptance of Early Renewal of Its Normal Course Issuer Bid

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TORONTO, Oct. 30, 2024 (GLOBE NEWSWIRE) — Celestica Inc. (NYSE: CLS) (TSX: CLS), a leader in design, manufacturing, hardware platform and supply chain solutions for the world’s most innovative companies, today announced that it has terminated its existing normal course issuer bid (the “Existing Bid”), which commenced on December 14, 2023 and had an expiry date of December 13, 2024, and the Toronto Stock Exchange (the “TSX”) has accepted the Company’s notice to launch a Normal Course Issuer Bid (the “New Bid”).

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Under the Existing Bid, the Company repurchased and cancelled a total of 2,923,323 common shares (through October 18, 2024), through the facilities of the TSX or by such other permitted means, out of the 11,763,330 common shares it was authorized to repurchase, for at a weighted average price of US$43.28 per share. As a result of the early termination and renewal of the Existing Bid, the 2,923,323 common shares purchased under the Existing Bid will be deducted from the New Bid’s annual limit as per the requirements of the TSX.

Under the New Bid, the Company may repurchase on the open market, at its discretion during the period commencing on November 1, 2024 and ending on the earlier of October 31, 2025 and the completion of purchases under the New Bid, up to 8,609,693 common shares, representing approximately 10.0% of the “public float” (within the meaning of the rules of the TSX) as at October 18, 2024 less the 2,923,323 common shares purchased under the Existing Bid, subject to the normal terms and limitations of such bids.

Under the TSX rules, the average daily trading volume of the common shares on the TSX during the six months ended September 30, 2024 was approximately 643,696 and, accordingly, daily purchases on the TSX pursuant to the New Bid will be limited to 160,924 common shares, other than purchases made pursuant to the block purchase exception. The actual number of common shares which may be purchased pursuant to the New Bid and the timing of any such purchases will be determined by the management of the Company, subject to applicable law and the rules of the TSX. In accordance with the TSX rules, the maximum number of common shares which may be repurchased for cancellation under the New Bid will be reduced by the number of common shares purchased by non-independent brokers for delivery pursuant to stock-based compensation plans.

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Purchases are expected to be made through the facilities of TSX, the New York Stock Exchange, other designated exchanges and/or alternative Canadian trading systems, or by such other means as may be permitted by the Ontario Securities Commission or other applicable Canadian Securities Administrators, at prevailing market prices, including through one or more automatic share purchase plans. The New Bid will be funded using existing cash resources and draws on its credit facility, and any common shares repurchased by the Company under the New Bid will be cancelled.

As of October 18, 2024, the Company had 116,359,313 issued and outstanding common shares and a “public float” (within the meaning of the rules of the TSX) of 115,330,168 common shares.

The Company believes that the purchases are in the best interest of the Company and constitute a desirable use of its funds.

About Celestica

Celestica enables the world’s best brands. Through our recognized customer-centric approach, we partner with leading companies in Aerospace and Defense, Communications, Enterprise, HealthTech, Industrial, and Capital Equipment to deliver solutions for their most complex challenges. As a leader in design, manufacturing, hardware platform and supply chain solutions, Celestica brings global expertise and insight at every stage of product development — from the drawing board to full-scale production and after-market services. With talented teams across North America, Europe and Asia, we imagine, develop and deliver a better future with our customers. For more information on Celestica, visit www.celestica.com. Our securities filings can be accessed at www.sedarplus.ca and www.sec.gov.

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Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of Canadian securities laws, including, without limitation, statements related to: the Company’s intention to commence the New Bid and terminate the Existing Bid, the timing, quantity and funding of any purchases of common shares under the New Bid, and the expected facilities through which any such purchases may be made. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995, and for forward-looking information under applicable Canadian securities laws.

Forward-looking statements are provided to assist readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. The forward-looking statements herein are not guarantees of future performance and are subject to risks that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including, among others, risks related to: the availability of cash resources for, and the permissibility under our credit facility of, repurchases of outstanding common shares under the New Bid; compliance with applicable laws and regulations pertaining to normal course issuer bids; a reduction in the size of our “public float” as a result of repurchases made under the New Bid; changes to our business model; the Company’s future capital requirements; market and general economic conditions; demand for our customers’ products; and unforeseen legal or regulatory developments, as well as the other risks and uncertainties discussed in our public filings at www.sedarplus.com and www.sec.gov, including in our 2023 Annual Report on Form 20-F (see, among other risk disclosures, Item 3(D), “Key Information — Risk Factors”, Item 5 “Operating and Financial Review and Prospects,” and Item 11, “Quantitative and Qualitative Disclosures about Market Risk”) filed with, and our most recent Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), and other subsequent reports on Form 6-K furnished to, the U.S. Securities and Exchange Commission, and as applicable, the Canadian Securities Administrators.

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The forward-looking statements contained in this press release are based on various assumptions, many of which involve factors that are beyond our control. Our material assumptions include the following: the Company’s view with respect to its financial condition and prospects; general economic and market conditions and currency exchange rates; the availability of cash resources for, and the permissibility under our credit facility of, repurchases of outstanding common shares under the New Bid; the existence of potentially superior uses for the Company’s cash resources than common share repurchases; compliance by third parties with their contractual obligations; compliance with applicable laws and regulations pertaining to the New Bid; that we will continue to have sufficient financial resources to fund currently anticipated financial actions and obligations and to pursue desirable business opportunities, as well as the other assumptions discussed in our public filings at www.sedarplus.com and www.sec.gov, under the heading “Cautionary Note Regarding Forward-Looking Statements”, or similarly named sections, including in our 2023 Annual Report on Form 20-F filed with, and our most recent MD&A, and other subsequent reports on Form 6-K furnished to, the U.S. Securities and Exchange Commission, and as applicable, the Canadian Securities Administrators. While management believes these assumptions to be reasonable under the current circumstances, they may prove to be inaccurate, which could cause actual results to differ materially (and adversely) from those that would have been achieved had such assumptions been accurate. Forward-looking statements speak only as of the date on which they are made, and we disclaim 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 applicable law

All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

Contacts:


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Tactical Resources Intends to Amend Certain Consulting Agreements

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VANCOUVER, British Columbia, Oct. 29, 2024 (GLOBE NEWSWIRE) — Tactical Resources Corp. (TSXV: RARE) (OTC: USREF) (“Tactical Resources” or the “Company”), a mineral exploration and development company, announced today that it intends to make amendments to agreements with certain consultants of the Company.

The Company previously entered into consulting agreements (the “Consulting Agreements”) with certain of its consultants, including its Chief Executive Officer and Chief Financial Officer, which would become effective following the closing of a transaction that results in the Company being listed on the New York Stock Exchange or the Nasdaq Stock Market (a “Listing Transaction”). The Company’s previously announced business combination (the “Business Combination”) with Plum Acquisition Corp. III (“Plum”) is expected to constitute a Listing Transaction. The Consulting Agreements currently provide for the payment of bonuses based upon the achievement of certain milestones, including the closing of a Listing Transaction. The Company and the respective consultants are currently in negotiations regarding the restructuring of the bonuses payable under the Consulting Agreements with a view to reducing the total bonuses payable. The Company anticipates that the current bonus structure in each of the Consulting Agreements will be replaced prior to closing of the Business Combination with a revised bonus payment that is payable following the initial filing with the U.S. Securities and Exchange Commission of an F-4 registration statement (the “Registration Statement”), which reduced bonus payment would be settled prior to closing of the Business Combination by the issuance of common shares of the Company (the “Shares”). Issuance of the Shares will be subject to the approval of the TSX Venture Exchange. It is anticipated that the Shares would be subject to forfeiture in the event that the Business Combination is not completed.

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About Tactical Resources Corp.
Tactical Resources is a mineral exploration and development company focused on U.S.-made rare earth elements used in semiconductors, electric vehicles, advanced robotics, and most importantly, national defense. The Company is also actively involved in the development of innovative metallurgical processing techniques to further unlock REEs development potential.

Ranjeet Sundher, Chief Executive Officer
Tel: +1-778-588-5483

For additional information, please visit www.tacticalresources.com.

About Plum Acquisition Corp. III and Plum Partners
Plum Acquisition Corp. III is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Plum Partners seeks to establish itself as the first-stop SPAC platform for high-quality companies, and the management team’s decades of operational experience leading technology companies, and the proprietary Accelerating Through the Bell operational playbook that helps companies list and grow in the public markets.

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For additional information, please visit https://plumpartners.com/.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Business Combination and has neither approved nor disapproved the contents of this press release. 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.

CONTACT INFORMATION

Tactical Resources Corp.
Ranjeet Sundher, Chief Executive Officer
Tel: +1-778-588-5483
investors@tacticalresources.com

Media Inquiries
media@tacticalresources.com

FORWARD LOOKING STATEMENTS

Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, Plum’s, Tactical Resources’, or their respective management teams’ expectations concerning the outlook for their or Tactical Resources’ business, productivity, plans, and goals for future operational improvements and capital investments, operational performance, future market conditions, or economic performance and developments in the capital and credit markets and expected future financial performance, including expected net proceeds, expected additional funding, the percentage of redemptions of Plum’s public stockholders, growth prospects and outlook of Tactical Resources’ operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of Tactical Resources’ projects, as well as any information concerning possible or assumed future results of operations of Tactical Resources. Forward-looking statements also include statements regarding the expected benefits of the Business Combination. The forward-looking statements are based on the current expectations of the respective management teams of Tactical Resources and Plum, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Plum’s securities; (ii) the risk that the Business Combination may not be completed by Plum’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Plum; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the shareholders of Plum and Tactical Resources and the receipt of certain regulatory and court approvals; (iv) market risks; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement or pendency of the Business Combination on Tactical Resources’ business relationships, performance, and business generally; (vii) risks that the Business Combination disrupts current plans of Tactical Resources and potential difficulties in its employee retention as a result of the Business Combination; (viii) the outcome of any legal proceedings that may be instituted against Tactical Resources or Plum related to the Business Combination Agreement or the Business Combination; (ix) failure to realize the anticipated benefits of the Business Combination; (x) the inability to maintain the listing of Plum’s securities or to meet listing requirements and maintain the listing of the securities of the post-Business Combination public company (“Pubco”) on Nasdaq; (xi) the risk that the price of Pubco’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Tactical Resources plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital structure; (xii) the inability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, identify and realize additional opportunities, and manage its growth and expanding operations; (xiii) the risk that Tactical Resources may not be able to successfully develop its mining projects, and/or its expansion plan (xiv) the risk that Tactical Resources will be unable to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all; (xv) political and social risks of operating in the U.S. and other countries; (xvi) the operational hazards and risks that Tactical Resources faces; and (xvii) the risk that additional financing in connection with the Business Combination may not be raised on favorable terms. The foregoing list is not exhaustive, and there may be additional risks that neither Plum nor Tactical Resources presently knows or that Plum and Tactical Resources currently believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this press release and the other risks and uncertainties described in the “Risk Factors” section of Plum’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on July 1, 2024, the risks to be described in the Registration Statement, which will include a preliminary proxy statement/prospectus, and those discussed and identified in filings made with the SEC by Plum and Pubco and filings made by Tactical Resources with the Canadian Securities Administrators (the “CSA”) from time to time. Tactical Resources and Plum caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this press release speak only as of the date of this press release. None of Tactical Resources, Plum, or Pubco undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that Tactical Resources, Plum, or Pubco will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in Plum’s or Pubco’s public filings with the SEC, or Tactical Resources’ filings with the CSA, which are or will be (as appropriate) accessible at www.sec.gov or on SEDAR+ at www.sedarplus.ca, and which you are advised to review carefully.

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Important Information for Investors and Shareholders

In connection with the Business Combination, Pubco and the Company have filed the Registration Statement with the SEC, which includes a prospectus with respect to Pubco’s securities to be issued in connection with the Business Combination and a proxy statement to be distributed to holders of Plum’s common shares in connection with Plum’s solicitation of proxies for the vote by Plum’s shareholders with respect to the Business Combination and other matters to be described in the Registration Statement (the “Proxy Statement”). After the SEC declares the Registration Statement effective, Plum plans to file a definitive Proxy Statement and prospectus with the SEC and to mail copies to stockholders of Plum as of a record date to be established for voting on the Business Combination. In addition, the Company will prepare and mail an information circular relating to the Business Combination to its shareholders. This press release does not contain all the information that should be considered concerning the Business Combination and is not a substitute for the Registration Statement, Proxy Statement or for any other document that Pubco or Plum may file with the SEC or that Tactical Resources may file with the CSA. Before making any investment or voting decision, investors and security holders of Plum and Tactical Resources are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC or CSA in connection with the Business Combination as they become available because they will contain important information about, Tactical Resources, Plum, Pubco and the Business Combination.

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Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by Pubco and Plum through the website maintained by the SEC at www.sec.gov and with the CSA through SEDAR+ at www.sedarplus.ca. In addition, the documents filed by Pubco and Plum may be obtained free of charge from Plum’s website at https://plumpartners.com/ or by directing a request to Kanishka Roy, Chief Executive Officer, 2021 Fillmore St. #2089, San Francisco, California 94115; Tel: 929-529-7125. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Tactical Resources, Plum, Pubco and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC or CSA, be deemed to be participants in the solicitations of proxies in connection with the Business Combination. For more information about the names, affiliations and interests of Plum’s directors and executive officers, please refer to Plum’s annual report on Form 10-K filed with the SEC on July 1, 2024, and Registration Statement, Proxy Statement and other relevant materials filed with the SEC in connection with the Business Combination when they become available. Information about the directors and executive officers of Tactical Resources can be found in its Management Information Circular dated October 26, 2023, which was filed with the CSA on November 11, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those of Plum’s or Tactical Resource’s shareholders generally, will be included in the Registration Statement and the Proxy Statement and other relevant materials when they are filed with the SEC or the CSA when they become available. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement and other such documents carefully, when they become available, before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

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NO OFFER OR SOLICITATION

This release shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This release shall not constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.


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B2Gold Announces Appointment of Greg Barnes and Basie Maree to its Board of Directors

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VANCOUVER, British Columbia, Oct. 29, 2024 (GLOBE NEWSWIRE) — B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce the appointment of Greg Barnes and Basie Maree to its Board of Directors (the “Board”), effective November 1, 2024. Following the appointments, the B2Gold Board will consist of ten members, nine of which are independent.

Kelvin Dushnisky, Chair of the Board of B2Gold, commented, “On behalf of the Board and executive team, I am pleased to welcome Greg Barnes and Basie Maree to the B2Gold Board. Both Greg and Basie possess a breadth of knowledge and bring deep and distinctive skill sets that will be invaluable to the Company moving forward. Greg’s extensive involvement in capital markets and Basie’s wide range of operational and project development experience on a global scale will directly benefit the Company as we continue to enhance our investor profile and execute on our business strategy.”

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Greg Barnes has more than 30 years of experience in the global mining industry. Most recently, Mr. Barnes was Managing Director, Head of Mining Equity Research for TD Securities, where he was highly recognized and received numerous awards for his research coverage of the North American precious and base metal industries. Prior to joining TD Securities, he worked as a mining analyst for several Canadian independent brokerage firms. Before beginning his equity research career, Mr. Barnes spent two years with Kennecott Canada, a subsidiary of Rio Tinto, and three years with Falconbridge Ltd., where he was involved in corporate development and marketing. Prior to completing his MBA, Mr. Barnes was an exploration geologist for several years working in Northern Ontario and Newfoundland. Mr. Barnes holds a Bachelor of Science degree from Queen’s University and a MBA from York University.

Basie Maree has more than 40 years of experience in the global mining industry, ranging from Chief Operating Officer, Chief Technical Officer, Mine General Manager (underground and open pit), and other senior operating and project leadership roles. Mr. Maree has held these positions at Barrick Gold, AngloGold Ashanti, Anglo American, Coeur Mining, and Allied Gold. He has served on several company boards and is one of the founding members and director of the International Cyanide Management Institute for the United National Environmental Program (UNEP). Mr. Maree holds a National Diploma in Extractive Metallurgy from the University of Johannesburg and a Bachelor of Technology (Cum Laude) in Environmental Management from Tshwane University of Technology, as well as executive qualifications from INSEAD and Oxford University.

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About B2Gold

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project under construction in northern Canada and numerous development and exploration projects in various countries including Mali, Colombia and Finland.

ON BEHALF OF THE B2GOLD BOARD OF DIRECTORS

“Kelvin Dushnisky”          
Chair of the Board

Source: B2Gold Corp.    

The Toronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information contained in this news release.  


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Precision Drilling Announces 2024 Third Quarter Unaudited Financial Results

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CALGARY, Alberta, Oct. 29, 2024 (GLOBE NEWSWIRE) — This news release contains “forward-looking information and statements” within the meaning of applicable securities laws. For a full disclosure of the forward-looking information and statements and the risks to which they are subject, see the “Cautionary Statement Regarding Forward-Looking Information and Statements” later in this news release. This news release contains references to certain Financial Measures and Ratios, including Adjusted EBITDA (earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals and depreciation and amortization), Funds Provided by (Used in) Operations, Net Capital Spending, Working Capital and Total Long-term Financial Liabilities. These terms do not have standardized meanings prescribed under International Financial Reporting Standards (IFRS) Accounting Standards and may not be comparable to similar measures used by other companies. See “Financial Measures and Ratios” later in this news release.

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Precision Drilling Corporation (“Precision” or the “Company”) (TSX:PD; NYSE:PDS) delivered strong third quarter financial results, demonstrating the resilience of the business and its robust cash flow potential. Year to date, Precision has already achieved the low end of its debt reduction target range and is well on track to allocate 25% to 35% of its free cash flow to share buybacks in 2024.

Financial Highlights

  • Revenue was $477 million and exceeded the $447 million realized in the third quarter of 2023 as activity increased in Canada and internationally, which more than offset lower activity in the U.S.
  • Adjusted EBITDA(1) was $142 million, including a share-based compensation recovery of $0.2 million. In 2023, third quarter Adjusted EBITDA was $115 million and included share-based compensation charges of $31 million.
  • Net earnings was $39 million or $2.77 per share, nearly doubling the $20 million or $1.45 per share in 2023.
  • Completion and Production Services revenue increased 27% over the same period last year to $73 million, while Adjusted EBITDA rose 40% to $20 million, reflecting the successful integration of the CWC Energy Services (CWC) acquisition in late 2023.
  • Internationally, revenue increased 21% over the third quarter of last year as the Company realized US$35 million of contract drilling revenue versus US$29 million in 2023. Revenue for the third quarter of 2024 was negatively impacted by fewer rig moves and planned rig recertifications that accounted for 44 non-billable utilization days.
  • Debt reduction during the quarter was $49 million and total $152 million year to date. Share repurchases during the quarter were $17 million and total $50 million year to date.
  • Increased our 2024 planned capital expenditures from $195 million to $210 million to fund multiple contracted rig upgrades and the strategic purchase of drill pipe for use in 2025.

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Operational Highlights

  • Canada’s activity increased 25%, averaging 72 active drilling rigs versus 57 in the third quarter of 2023. Our Super Triple and Super Single rigs are in high demand and approaching full utilization.
  • Canadian revenue per utilization day was $32,325 and comparable to the $32,224 in the same period last year.
  • U.S. activity averaged 35 drilling rigs compared to 41 for the third quarter of 2023.
  • U.S. revenue per utilization day was US$32,949 versus US$35,135 in the same quarter last year.
  • International activity increased 33% compared to the third quarter of 2023, with eight drilling rigs fully contracted this year following rig reactivations in 2023. International revenue per utilization day was US$47,223 compared to US$51,570 in the third quarter of 2023 due to fewer rig moves and planned rig recertifications completed in 2024.
  • Service rig operating hours increased 34% over the same quarter last year totaling 62,835 hours driven by the CWC acquisition.
  • Formed a strategic Joint Partnership (Partnership) with Indigenous partners to provide well servicing operations in northeast British Columbia.

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(1) See “FINANCIAL MEASURES AND RATIOS.”

MANAGEMENT COMMENTARY

“Precision’s international and Canadian businesses led our third quarter results, with revenue, Adjusted EBITDA, and net income all improving over the same period last year, demonstrating the resilience of our High Performance, High Value strategy and geographic exposure. Our cash flow conversion this quarter enabled us to repay debt, buy back shares, and continue to invest in our Super Series fleet. We have already achieved the low end of our debt repayment target range for this year and expect to be less than a year away from meeting our long-term target of a Net Debt to Adjusted EBITDA ratio(1) of less than one time.

“Canadian fundamentals for heavy oil, condensate, and LNG remain strong due to the additional takeaway capacity. The Trans Mountain oil pipeline expansion is driving higher and stable returns for producers, who are accelerating heavy oil and condensate targeted drilling plans, while Canada’s first LNG project is expected to stabilize natural gas pricing and further stimulate activity in the Montney in 2025. As the leading provider of high-quality and reliable services in Canada, demand for our Super Series fleet remains high. Today, we have 75 rigs operating, with our Super Triple and Super Single rigs nearly fully utilized. We expect strong customer demand and utilization to continue well beyond 2025.

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“In the U.S., our rig count has been range-bound for the last several months, with 35 rigs operating today. Volatile commodity prices, customer consolidation, and budget exhaustion are all headwinds that we expect will continue to suppress activity for the remainder of the year. We are encouraged by recent momentum in our contract book with seven new contracts secured for oil and natural gas drilling projects that are expected to begin late this year for 2025 drilling programs. Looking ahead, we anticipate that the next wave of additional Gulf Coast LNG export facilities, coal plant retirements, and a build-out of AI data centers should drive further natural gas drilling and support sustained natural gas demand.

“Precision’s international operations provide a stable foundation for earnings and cash flow as our rigs are under long-term contracts that extend into 2028. Our well servicing business further complements our stability as we remain the premier well service provider in Canada where demand continues to outpace manned service rigs. In 2023, we repositioned these businesses with rig reactivations and our CWC acquisition and as a result, each business is on track to increase its 2024 Adjusted EBITDA by approximately 50% over the prior year.

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“I am proud of the discipline Precision continues to show throughout the organization and we remain focused on our strategic priorities, which include generating free cash flow, improving capital returns to shareholders, and delivering operational excellence. With robust Canadian market fundamentals, an improving long-term outlook for the U.S., and a focused strategy, I am confident we will continue to drive higher total shareholder returns. I would like to thank our team for executing at the highest operating levels and generating strong financial performance and value for our customers,” stated Kevin Neveu, Precision’s President and CEO.

(1) See “FINANCIAL MEASURES AND RATIOS.”

SELECT FINANCIAL AND OPERATING INFORMATION

Financial Highlights

  For the three months ended September 30,     For the nine months ended September 30,  
(Stated in thousands of Canadian dollars, except per share amounts)   2024       2023     % Change       2024       2023     % Change  
Revenue   477,155       446,754       6.8       1,434,157       1,430,983       0.2  
Adjusted EBITDA(1)   142,425       114,575       24.3       400,695       459,887       (12.9 )
Net earnings   39,183       19,792       98.0       96,400       142,522       (32.4 )
Cash provided by operations   79,674       88,500       (10.0 )     319,292       330,316       (3.3 )
Funds provided by operations(1)   113,322       91,608       23.7       342,837       388,220       (11.7 )
                                   
Cash used in investing activities   38,852       34,278       13.3       141,032       157,157       (10.3 )
Capital spending by spend category(1)                                  
Expansion and upgrade   7,709       13,479       (42.8 )     30,501       39,439       (22.7 )
Maintenance and infrastructure   56,139       38,914       44.3       127,297       108,463       17.4  
Proceeds on sale   (5,647 )     (6,698 )     (15.7 )     (21,825 )     (20,724 )     5.3  
Net capital spending(1)   58,201       45,695       27.4       135,973       127,178       6.9  
                                   
Net earnings per share:                                  
Basic   2.77       1.45       91.0       6.74       10.45       (35.5 )
Diluted   2.31       1.45       59.3       6.73       9.84       (31.6 )
Weighted average shares outstanding:                                  
Basic   14,142       13,607       3.9       14,312       13,643       4.9  
Diluted   14,890       13,610       9.4       14,317       14,858       (3.6 )

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(1) See “FINANCIAL MEASURES AND RATIOS.”

Operating Highlights

  For the three months ended September 30,     For the nine months ended September 30,  
  2024     2023     % Change     2024     2023     % Change  
Contract drilling rig fleet   214       224       (4.5 )     214       224       (4.5 )
Drilling rig utilization days:                                  
U.S.   3,196       3,815       (16.2 )     9,885       13,823       (28.5 )
Canada   6,586       5,284       24.6       17,667       15,247       15.9  
International   736       554       32.9       2,192       1,439       52.3  
Revenue per utilization day:                                  
U.S. (US$)   32,949       35,135       (6.2 )     33,011       35,216       (6.3 )
Canada (Cdn$)   32,325       32,224       0.3       34,497       32,583       5.9  
International (US$)   47,223       51,570       (8.4 )     51,761       51,306       0.9  
Operating costs per utilization day:                                  
U.S. (US$)   22,207       21,655       2.5       22,113       20,217       9.4  
Canada (Cdn$)   19,448       18,311       6.2       20,196       19,239       5.0  
                                   
Service rig fleet   165       121       36.4       165       121       36.4  
Service rig operating hours   62,835       46,894       34.0       194,390       144,944       34.1  


Drilling Activity

  Average for the quarter ended 2023   Average for the quarter ended 2024  
  Mar. 31     June 30     Sept. 30     Dec. 31     Mar. 31     June 30     Sept. 30  
Average Precision active rig count(1):                                        
U.S.   60       51       41       45       38       36       35  
Canada   69       42       57       64       73       49       72  
International   5       5       6       8       8       8       8  
Total   134       98       104       117       119       93       115  

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(1) Average number of drilling rigs working or moving.

Financial Position

(Stated in thousands of Canadian dollars, except ratios) September 30, 2024     December 31, 2023(2)  
Working capital(1)   166,473       136,872  
Cash   24,304       54,182  
Long-term debt   787,008       914,830  
Total long-term financial liabilities(1)   858,765       995,849  
Total assets   2,887,996       3,019,035  
Long-term debt to long-term debt plus equity ratio (1)   0.32       0.37  

(1) See “FINANCIAL MEASURES AND RATIOS.”
(2) Comparative period figures were restated due to a change in accounting policy. See “CHANGE IN ACCOUNTING POLICY.”

Summary for the three months ended September 30, 2024:

  • Revenue increased to $477 million compared with $447 million in the third quarter of 2023 as a result of higher Canadian and international activity, partially offset by lower U.S. activity, day rates and lower idle but contract rig revenue.
  • Adjusted EBITDA was $142 million as compared with $115 million in 2023, primarily due to increased Canadian and international results and lower share-based compensation. Please refer to “Other Items” later in this news release for additional information on share-based compensation.
  • Adjusted EBITDA as a percentage of revenue was 30% as compared with 26% in 2023.
  • Generated cash from operations of $80 million, reduced debt by $49 million, repurchased $17 million of shares, and ended the quarter with $24 million of cash and more than $500 million of available liquidity.
  • Revenue per utilization day, excluding the impact of idle but contracted rigs was US$32,949 compared with US$33,543 in 2023, a decrease of 2%. Sequentially, revenue per utilization day, excluding idle but contracted rigs, was largely consistent with the second quarter of 2024. U.S. revenue per utilization day was US$32,949 compared with US$35,135 in 2023. The decrease was primarily the result of lower fleet average day rates and idle but contracted rig revenue, partially offset by higher recoverable costs. We did not recognize revenue from idle but contracted rigs in the quarter as compared with US$6 million in 2023.
  • U.S. operating costs per utilization day increased to US$22,207 compared with US$21,655 in 2023. The increase is mainly due to higher recoverable costs and fixed costs being spread over fewer activity days, partially offset by lower repairs and maintenance. Sequentially, operating costs per utilization day were largely consistent with the second quarter of 2024.
  • Canadian revenue per utilization day was $32,325, largely consistent with the $32,224 realized in 2023. Sequentially, revenue per utilization day decreased $3,750 due to our rig mix, partially offset by higher fleet-wide average day rates.
  • Canadian operating costs per utilization day increased to $19,448, compared with $18,311 in 2023, resulting from higher repairs and maintenance and rig reactivation costs. Sequentially, daily operating costs decreased $2,204 due to lower labour expenses due to rig mix, recoverable expenses and repairs and maintenance.
  • Internationally, third quarter revenue increased 21% over 2023 as we realized revenue of US$35 million versus US$29 million in the prior year. Our higher revenue was primarily the result of a 33% increase in activity, partially offset by lower average revenue per utilization day. International revenue per utilization day was US$47,223 compared with US$51,570 in 2023 due to fewer rig moves and planned rig recertifications that accounted for 44 non-billable utilization days.
  • Completion and Production Services revenue was $73 million, an increase of $16 million from 2023, as our third quarter service rig operating hours increased 34%.
  • General and administrative expenses were $23 million as compared with $44 million in 2023 primarily due to lower share-based compensation charges.
  • Net finance charges were $17 million, a decrease of $3 million compared with 2023 as a result of lower interest expense on our outstanding debt balance.
  • Capital expenditures were $64 million compared with $52 million in 2023 and by spend category included $8 million for expansion and upgrades and $56 million for the maintenance of existing assets, infrastructure, and intangible assets.
  • Increased expected capital spending in 2024 to $210 million, an increase of $15 million, due to the strategic purchase of drill pipe before new import tariffs take effect and additional customer-backed upgrades.
  • Income tax expense for the quarter was $14 million as compared with $8 million in 2023. During the third quarter, we continue to not recognize deferred tax assets on certain international operating losses.
  • Reduced debt by $49 million from the redemption of US$33 million of 2026 unsecured senior notes and US$3 million repayment of our U.S. Real Estate Credit Facility.
  • Renewed our Normal Course Issuer Bid (NCIB) and repurchased $17 million of common shares during the third quarter.

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Summary for the nine months ended September 30, 2024:

  • Revenue for the first nine months of 2024 was $1,434 million, consistent 2023.
  • Adjusted EBITDA for the period was $401 million as compared with $460 million in 2023. Our lower Adjusted EBITDA was primarily attributed to decreased U.S. drilling results and higher share-based compensation, partially offset by the strengthening of Canadian and international results.
  • Cash provided by operations was $319 million as compared with $330 million in 2023. Funds provided by operations were $343 million, a decrease of $45 million from the comparative period.
  • General and administrative costs were $97 million, an increase of $14 million from 2023 primarily due to higher share-based compensation charges.
  • Net finance charges were $53 million, $10 million lower than 2023 due to our lower interest expense on our outstanding debt balance.
  • Capital expenditures were $158 million in 2024, an increase of $10 million from 2023. Capital spending by spend category included $31 million for expansion and upgrades and $127 million for the maintenance of existing assets, infrastructure, and intangible assets.
  • Reduced debt by $152 million from the redemption of US$89 million of 2026 unsecured senior notes and $31 million repayment of our Canadian and U.S. Real Estate Credit Facilities.
  • Repurchased $50 million of common shares under our NCIB.

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STRATEGY

Precision’s vision is to be globally recognized as the High Performance, High Value provider of land drilling services. Our strategic priorities for 2024 are focused on increasing our capital returns to shareholders by delivering best-in-class service and generating free cash flow.

Precision’s 2024 strategic priorities and the progress made during the third quarter are as follows:

  1. Concentrate organizational efforts on leveraging our scale and generating free cash flow.
    • Generated cash from operations of $80 million, bringing our year to date total to $319 million.
    • Increased utilization of our Super Single and Double rigs in the third quarter, driving Canadian drilling activity up 25% year over year.
    • Increased our third quarter Completion and Production Services operating hours and Adjusted EBITDA 34% and 40%, respectively, year over year. Achieved our $20 million annual synergies target from the CWC acquisition, which closed in November 2023.
    • Internationally, we realized US$35 million of contract drilling revenue versus US$29 million in 2023. Revenue for the third quarter of 2024 was negatively impacted by fewer rig moves and planned rig recertifications that accounted for 44 non-billable utilization days.
  2. Reduce debt by between $150 million and $200 million and allocate 25% to 35% of free cash flow before debt repayments for share repurchases.
    • Reduced debt by redeeming US$33 million of our 2026 unsecured senior notes and repaying US$3 million of our U.S. Real Estate Credit Facility. For the first nine months of the year, we have reduced debt by $152 million and already achieved the low end of our debt repayment target range.
    • Returned $17 million of capital to shareholders through share repurchases. Year to date we allocated $50 million of our free cash flow to share buybacks, which represents over 25% of free cash flow for the first nine months of the year and within our annual target range of 25% to 35%.
    • Remain firmly committed to our long-term debt reduction target of $600 million between 2022 and 2026 ($410 million achieved as of September 30, 2024), while moving direct shareholder capital returns towards 50% of free cash flow.
  3. Continue to deliver operational excellence in drilling and service rig operations to strengthen our competitive position and extend market penetration of our Alpha™ and EverGreen™ products.
    • Increased our Canadian drilling rig utilization days and well servicing rig operating hours over the third quarter of 2023, maintaining our position as the leading provider of high-quality and reliable services in Canada.
    • Nearly doubled our EverGreen™ revenue from the third quarter of 2023.
    • Continued to expand our EverGreen™ product offering on our Super Single rigs with hydrogen injection systems. EverGreenHydrogen™ reduces diesel consumption resulting in lower operating costs and greenhouse gas emissions for our customers.

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OUTLOOK

The long-term outlook for global energy demand remains positive with rising demand for all types of energy including oil and natural gas driven by economic growth, increasing demand from third-world regions, and emerging energy sources of power demand. Oil prices are constructive, and producers remain disciplined with their production plans while geopolitical issues continue to threaten supply. In Canada, the recent commissioning of the Trans Mountain pipeline expansion and the startup of LNG Canada projected in 2025 are expected to provide significant tidewater access for Canadian crude oil and natural gas, supporting additional Canadian drilling activity. In the U.S., the next wave of LNG projects is expected to add approximately 11 bcf/d of export capacity from 2025 to 2028, supporting additional U.S. natural gas drilling activity. Coal retirements and a build-out of AI data centers could provide further support for natural gas drilling.

In Canada, we currently have 75 rigs operating and expect this activity level to continue until spring breakup, except for the traditional slowdown over Christmas. Our Canadian drilling activity continues to outpace 2023 due to increased heavy oil drilling activity and strong Montney activity driven by robust condensate demand and pricing. Since the startup of the Trans Mountain pipeline expansion in May, customer activity in heavy oil targeted areas has exceeded expectations, resulting in near full utilization of our Super Single fleet. Customers are benefiting from improved commodity pricing and a weak Canadian dollar. Our Super Triple fleet, the preferred rig for Montney drilling, is also nearly fully utilized and with the expected startup of LNG Canada in mid-2025, demand could exceed supply.

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In recent years, the Canadian market has witnessed stronger second quarter drilling activity due to the higher percentage of wells drilled on pads in both the Montney and in heavy oil developments. Once a pad-equipped drilling rig is mobilized to site, it can walk from well to well and avoid spring break up road restrictions. We expect this higher activity trend to continue in the second quarter of 2025.

In the U.S., we currently have 35 rigs operating as drilling activity remains constrained by volatile commodity prices, customer consolidation and budget exhaustion. We view these headwinds as short-term in nature, which will continue to suppress activity for the remainder of the year and into 2025. However, looking further ahead, we expect that a new budget cycle, the next wave of Gulf Coast LNG export facilities, and new sources of domestic power demand should begin to stimulate drilling.

Internationally, we expect to have eight rigs running for the remainder of 2024, representing an approximate 40% increase in activity compared to 2023. All eight rigs are contracted through 2025 as well. We continue to bid our remaining idle rigs within the region and remain optimistic about our ability to secure additional rig activations.

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As the premier well service provider in Canada, the outlook for this business remains positive. We expect the Trans Mountain pipeline expansion and LNG Canada to drive more service-related activity, while increased regulatory spending requirements are expected to result in more abandonment work. Customer demand should remain strong, and with continued labor constraints, we expect firm pricing into the foreseeable future.

We believe cost inflation is largely behind us and will continue to look for opportunities to lower costs.

Contracts

The following chart outlines the average number of drilling rigs under term contract by quarter as at October 29, 2024. For those quarters ending after September 30, 2024, this chart represents the minimum number of term contracts from which we will earn revenue. We expect the actual number of contracted rigs to vary in future periods as we sign additional term contracts.

As at October 29, 2024   Average for the quarter ended 2023     Average     Average for the quarter ended 2024     Average  
    Mar. 31     June 30     Sept. 30     Dec. 31     2023     Mar. 31     June 30     Sept. 30     Dec. 31     2024  
Average rigs under term contract:                                                            
U.S.     40       37       32       28       34       20       17       17       16       18  
Canada     19       23       23       23       22       24       22       23       24       23  
International     4       5       7       7       6       8       8       8       8       8  
Total     63       65       62       58       62       52       47       48       48       49  

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SEGMENTED FINANCIAL RESULTS

Precision’s operations are reported in two segments: Contract Drilling Services, which includes our drilling rig, oilfield supply and manufacturing divisions; and Completion and Production Services, which includes our service rig, rental and camp and catering divisions.

  For the three months ended September 30,     For the nine months ended September 30,  
(Stated in thousands of Canadian dollars)   2024     2023     % Change       2024     2023     % Change  
Revenue:                                  
Contract Drilling Services   406,155       390,728       3.9       1,215,125       1,257,762       (3.4 )
Completion and Production Services   73,074       57,573       26.9       225,987       178,257       26.8  
Inter-segment eliminations   (2,074 )     (1,547 )     34.1       (6,955 )     (5,036 )     38.1  
    477,155       446,754       6.8       1,434,157       1,430,983       0.2  
Adjusted EBITDA:(1)                                  
Contract Drilling Services   133,235       131,701       1.2       406,662       468,302       (13.2 )
Completion and Production Services   19,741       14,118       39.8       50,786       39,031       30.1  
Corporate and Other   (10,551 )     (31,244 )     (66.2 )     (56,753 )     (47,446 )     19.6  
    142,425       114,575       24.3       400,695       459,887       (12.9 )

(1) See “FINANCIAL MEASURES AND RATIOS.”

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SEGMENT REVIEW OF CONTRACT DRILLING SERVICES

  For the three months ended September 30,     For the nine months ended September 30,  
(Stated in thousands of Canadian dollars, except where noted)   2024       2023     % Change       2024       2023     % Change  
Revenue   406,155       390,728       3.9       1,215,125       1,257,762       (3.4 )
Expenses:                                  
Operating   262,933       247,937       6.0       776,210       759,750       2.2  
General and administrative   9,987       11,090       (9.9 )     32,253       29,710       8.6  
Adjusted EBITDA(1)   133,235       131,701       1.2       406,662       468,302       (13.2 )
Adjusted EBITDA as a percentage of revenue(1)   32.8 %     33.7 %           33.5 %     37.2 %      

(1) See “FINANCIAL MEASURES AND RATIOS.”

United States onshore drilling statistics:(1) 2024     2023  
  Precision     Industry(2)     Precision     Industry(2)  
Average number of active land rigs for quarters ended:                      
March 31   38       602       60       744  
June 30   36       583       51       700  
September 30   35       565       41       631  
Year to date average   36       583       51       692  

(1) United States lower 48 operations only.
(2) Baker Hughes rig counts.

Canadian onshore drilling statistics:(1) 2024     2023  
  Precision     Industry(2)     Precision     Industry(2)  
Average number of active land rigs for quarters ended:                      
March 31   73       208       69       221  
June 30   49       134       42       117  
September 30   72       207       57       188  
Year to date average   65       183       56       175  

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(1) Canadian operations only.
(2) Baker Hughes rig counts.

SEGMENT REVIEW OF COMPLETION AND PRODUCTION SERVICES

  For the three months ended September 30,     For the nine months ended September 30,  
(Stated in thousands of Canadian dollars, except where noted)   2024       2023     % Change       2024       2023        
Revenue   73,074       57,573       26.9       225,987       178,257       26.8  
Expenses:                                  
Operating   50,608       41,612       21.6       167,128       133,325       25.4  
General and administrative   2,725       1,843       47.9       8,073       5,901       36.8  
Adjusted EBITDA(1)   19,741       14,118       39.8       50,786       39,031       30.1  
Adjusted EBITDA as a percentage of revenue(1)   27.0 %     24.5 %           22.5 %     21.9 %      
Well servicing statistics:                                  
Number of service rigs (end of period)   165       121       36.4       165       121       36.4  
Service rig operating hours   62,835       46,894       34.0       194,390       144,944       34.1  
Service rig operating hour utilization   41 %     42 %           43 %     44 %      

(1) See “FINANCIAL MEASURES AND RATIOS.”

OTHER ITEMS

Share-based Incentive Compensation Plans

We have several cash and equity-settled share-based incentive plans for non-management directors, officers, and other eligible employees. Our accounting policies for each share-based incentive plan can be found in our 2023 Annual Report.

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A summary of expense amounts under these plans during the reporting periods are as follows:

  For the three months ended September 30,     For the nine months ended September 30,  
(Stated in thousands of Canadian dollars) 2024     2023     2024     2023  
Cash settled share-based incentive plans   (1,626 )     30,105       28,810       20,091  
Equity settled share-based incentive plans   1,440       701       3,517       1,834  
Total share-based incentive compensation plan expense   (186 )     30,806       32,327       21,925  
                       
Allocated:                      
Operating   221       7,692       8,159       6,732  
General and Administrative   (407 )     23,114       24,168       15,193  
    (186 )     30,806       32,327       21,925  


CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

Because of the nature of our business, we are required to make judgements and estimates in preparing our Condensed Consolidated Interim Financial Statements that could materially affect the amounts recognized. Our judgements and estimates are based on our past experiences and assumptions we believe are reasonable in the circumstances. The critical judgements and estimates used in preparing the Condensed Consolidated Interim Financial Statements are described in our 2023 Annual Report.

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EVALUATION OF CONTROLS AND PROCEDURES

Based on their evaluation as at September 30, 2024, Precision’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to ensure that information required to be disclosed by the Corporation in reports that are filed or submitted to Canadian and U.S. securities authorities is recorded, processed, summarized and reported within the time periods specified in Canadian and U.S. securities laws. In addition, as at September 30, 2024, there were no changes in the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting. Management will continue to periodically evaluate the Corporation’s disclosure controls and procedures and internal control over financial reporting and will make any modifications from time to time as deemed necessary.

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Based on their inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect misstatements, and even those controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

FINANCIAL MEASURES AND RATIOS

Non-GAAP Financial Measures
We reference certain additional Non-Generally Accepted Accounting Principles (Non-GAAP) measures that are not defined terms under IFRS Accounting Standards to assess performance because we believe they provide useful supplemental information to investors.
Adjusted EBITDA We believe Adjusted EBITDA (earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals and depreciation and amortization), as reported in our Condensed Interim Consolidated Statements of Net Earnings and our reportable operating segment disclosures, is a useful measure because it gives an indication of the results from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.

The most directly comparable financial measure is net earnings.

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  For the three months ended September 30,     For the nine months ended September 30,  
(Stated in thousands of Canadian dollars)   2024       2023       2024       2023  
Adjusted EBITDA by segment:                      
Contract Drilling Services   133,235       131,701       406,662       468,302  
Completion and Production Services   19,741       14,118       50,786       39,031  
Corporate and Other   (10,551 )     (31,244 )     (56,753 )     (47,446 )
Adjusted EBITDA   142,425       114,575       400,695       459,887  
Depreciation and amortization   75,073       73,192       227,104       218,823  
Gain on asset disposals   (3,323 )     (2,438 )     (14,235 )     (15,586 )
Foreign exchange   849       363       772       (894 )
Finance charges   16,914       19,618       53,472       63,946  
Gain on repurchase of unsecured notes         (37 )           (137 )
Loss (gain) on investments and other assets   (150 )     (3,813 )     (330 )     6,075  
Incomes taxes   13,879       7,898       37,512       45,138  
Net earnings   39,183       19,792       96,400       142,522  
Funds Provided by (Used in) Operations We believe funds provided by (used in) operations, as reported in our Condensed Interim Consolidated Statements of Cash Flows, is a useful measure because it provides an indication of the funds our principal business activities generate prior to consideration of working capital changes, which is primarily made up of highly liquid balances.

The most directly comparable financial measure is cash provided by (used in) operations.

Net Capital Spending We believe net capital spending is a useful measure as it provides an indication of our primary investment activities.

The most directly comparable financial measure is cash provided by (used in) investing activities.

Net capital spending is calculated as follows:

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    For the three months ended September 30,     For the nine months ended September 30,  
(Stated in thousands of Canadian dollars)     2024       2023       2024       2023  
Capital spending by spend category                        
Expansion and upgrade     7,709       13,479       30,501       39,439  
Maintenance, infrastructure and intangibles     56,139       38,914       127,297       108,463  
      63,848       52,393       157,798       147,902  
Proceeds on sale of property, plant and equipment     (5,647 )     (6,698 )     (21,825 )     (20,724 )
Net capital spending     58,201       45,695       135,973       127,178  
Business acquisitions                       28,000  
Proceeds from sale of investments and other assets           (10,013 )     (3,623 )     (10,013 )
Purchase of investments and other assets     7       3,211       7       5,282  
Receipt of finance lease payments     (207 )     (64 )     (591 )     (64 )
Changes in non-cash working capital balances     (19,149 )     (4,551 )     9,266       6,774  
Cash used in investing activities     38,852       34,278       141,032       157,157  
Working Capital We define working capital as current assets less current liabilities, as reported in our Condensed Interim Consolidated Statements of Financial Position.

Working capital is calculated as follows:

  September 30,     December 31,  
(Stated in thousands of Canadian dollars)   2024       2023  
Current assets   472,557       510,881  
Current liabilities   306,084       374,009  
Working capital   166,473       136,872  

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Total Long-term Financial Liabilities We define total long-term financial liabilities as total non-current liabilities less deferred tax liabilities, as reported in our Condensed Interim Consolidated Statements of Financial Position.

Total long-term financial liabilities is calculated as follows:

  September 30,     December 31,  
(Stated in thousands of Canadian dollars)   2024       2023  
Total non-current liabilities   920,812       1,069,364  
Deferred tax liabilities   62,047       73,515  
Total long-term financial liabilities   858,765       995,849  
Non-GAAP Ratios
We reference certain additional Non-GAAP ratios that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.
Adjusted EBITDA % of Revenue We believe Adjusted EBITDA as a percentage of consolidated revenue, as reported in our Condensed Interim Consolidated Statements of Net Earnings, provides an indication of our profitability from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges.
Long-term debt to long-term debt plus equity We believe that long-term debt (as reported in our Condensed Interim Consolidated Statements of Financial Position) to long-term debt plus equity (total shareholders’ equity as reported in our Condensed Interim Consolidated Statements of Financial Position) provides an indication of our debt leverage.
Net Debt to Adjusted EBITDA We believe that the Net Debt (long-term debt less cash, as reported in our Condensed Interim Consolidated Statements of Financial Position) to Adjusted EBITDA ratio provides an indication of the number of years it would take for us to repay our debt obligations.
Supplementary Financial Measures
We reference certain supplementary financial measures that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.
Capital Spending by Spend Category We provide additional disclosure to better depict the nature of our capital spending. Our capital spending is categorized as expansion and upgrade, maintenance and infrastructure, or intangibles.

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CHANGE IN ACCOUNTING POLICY

Precision adopted Classification of Liabilities as Current or Non-current and
Non-current Liabilities with Covenants – Amendments to IAS 1, as issued in 2020 and 2022. These amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024 and clarify requirements for determining whether a liability should be classified as current or non-current. Due to this change in accounting policy, there was a retrospective impact on the comparative Statement of Financial Position pertaining to the Corporation’s Deferred Share Unit (DSU) plan for non-management directors which are redeemable in cash or for an equal number of common shares upon the director’s retirement. In the case of a director retiring, the director’s respective DSU liability would become payable and the Corporation would not have the right to defer settlement of the liability for at least twelve months. As such, the liability is impacted by the revised policy. The following changes were made to the Statement of Financial Position:

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  • As at January 1, 2023, accounts payable and accrued liabilities increased by $12 million and non-current share-based compensation liability decreased by $12 million.
  • As at December 31, 2023, accounts payable and accrued liabilities increased by $8 million and non-current share-based compensation liability decreased by $8 million.

The Corporation’s other liabilities were not impacted by the amendments. The change in accounting policy will also be reflected in the Corporation’s consolidated financial statements as at and for the year ending December 31, 2024.

JOINT PARTNERSHIP

On September 26, 2024, Precision formed a strategic Partnership with two Indigenous partners to provide well servicing operations in northeast British Columbia. Precision contributed $4 million in assets to the Partnership. Precision holds a controlling interest in the Partnership and the portions of the net earnings and equity not attributable to Precision’s controlling interest are shown separately as Non-Controlling Interests (NCI) in the consolidated statements of net earnings and consolidated statements of financial position.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

Certain statements contained in this release, including statements that contain words such as “could”, “should”, “can”, “anticipate”, “estimate”, “intend”, “plan”, “expect”, “believe”, “will”, “may”, “continue”, “project”, “potential” and similar expressions and statements relating to matters that are not historical facts constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information and statements”).

In particular, forward-looking information and statements include, but are not limited to, the following:

  • our strategic priorities for 2024;
  • our capital expenditures, free cash flow allocation and debt reduction plans for 2024 through to 2026;
  • anticipated activity levels, demand for our drilling rigs, day rates and daily operating margins in 2024;
  • the average number of term contracts in place for 2024;
  • customer adoption of Alpha™ technologies and EverGreen™ suite of environmental solutions;
  • timing and amount of synergies realized from acquired drilling and well servicing assets;
  • potential commercial opportunities and rig contract renewals; and
  • our future debt reduction plans.

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These forward-looking information and statements are based on certain assumptions and analysis made by Precision 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 include, among other things:

  • our ability to react to customer spending plans as a result of changes in oil and natural gas prices;
  • the status of current negotiations with our customers and vendors;
  • customer focus on safety performance;
  • existing term contracts are neither renewed nor terminated prematurely;
  • our ability to deliver rigs to customers on a timely basis;
  • the impact of an increase/decrease in capital spending; and
  • the general stability of the economic and political environments in the jurisdictions where we operate.

Undue reliance should not be placed on forward-looking information and statements. Whether actual results, performance or achievements will conform to our expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from our expectations. Such risks and uncertainties include, but are not limited to:

  • volatility in the price and demand for oil and natural gas;
  • fluctuations in the level of oil and natural gas exploration and development activities;
  • fluctuations in the demand for contract drilling, well servicing and ancillary oilfield services;
  • our customers’ inability to obtain adequate credit or financing to support their drilling and production activity;
  • changes in drilling and well servicing technology, which could reduce demand for certain rigs or put us at a competitive advantage;
  • shortages, delays and interruptions in the delivery of equipment supplies and other key inputs;
  • liquidity of the capital markets to fund customer drilling programs;
  • availability of cash flow, debt and equity sources to fund our capital and operating requirements, as needed;
  • the impact of weather and seasonal conditions on operations and facilities;
  • competitive operating risks inherent in contract drilling, well servicing and ancillary oilfield services;
  • ability to improve our rig technology to improve drilling efficiency;
  • general economic, market or business conditions;
  • the availability of qualified personnel and management;
  • a decline in our safety performance which could result in lower demand for our services;
  • changes in laws or regulations, including changes in environmental laws and regulations such as increased regulation of hydraulic fracturing or restrictions on the burning of fossil fuels and greenhouse gas emissions, which could have an adverse impact on the demand for oil and natural gas;
  • terrorism, social, civil and political unrest in the foreign jurisdictions where we operate;
  • fluctuations in foreign exchange, interest rates and tax rates; and
  • other unforeseen conditions which could impact the use of services supplied by Precision and Precision’s ability to respond to such conditions.

Readers are cautioned that the forgoing list of risk factors is not exhaustive. Additional information on these and other factors that could affect our business, operations or financial results are included in reports on file with applicable securities regulatory authorities, including but not limited to Precision’s Annual Information Form for the year ended December 31, 2023, which may be accessed on Precision’s SEDAR+ profile at www.sedarplus.ca or under Precision’s EDGAR profile at www.sec.gov. The forward-looking information and statements contained in this release are made as of the date hereof and Precision undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by law.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(Stated in thousands of Canadian dollars)   September 30,
2024
    December 31,
2023(1)
    January 1,
2023(1)
 
ASSETS            
Current assets:                  
Cash   $ 24,304     $ 54,182     $ 21,587  
Accounts receivable     401,652       421,427       413,925  
Inventory     41,398       35,272       35,158  
Assets held for sale     5,203              
Total current assets     472,557       510,881       470,670  
Non-current assets:                  
Income tax recoverable     696       682       1,602  
Deferred tax assets     27,767       73,662       455  
Property, plant and equipment     2,296,079       2,338,088       2,303,338  
Intangibles     15,566       17,310       19,575  
Right-of-use assets     63,708       63,438       60,032  
Finance lease receivables     4,938       5,003        
Investments and other assets     6,685       9,971       20,451  
Total non-current assets     2,415,439       2,508,154       2,405,453  
Total assets   $ 2,887,996     $ 3,019,035     $ 2,876,123  
                   
LIABILITIES AND EQUITY                  
Current liabilities:                  
Accounts payable and accrued liabilities   $ 282,810     $ 350,749     $ 404,350  
Income taxes payable     3,059       3,026       2,991  
Current portion of lease obligations     19,263       17,386       12,698  
Current portion of long-term debt     952       2,848       2,287  
Total current liabilities     306,084       374,009       422,326  
                   
Non-current liabilities:                  
Share-based compensation     10,339       16,755       47,836  
Provisions and other     7,408       7,140       7,538  
Lease obligations     54,010       57,124       52,978  
Long-term debt     787,008       914,830       1,085,970  
Deferred tax liabilities     62,047       73,515       28,946  
Total non-current liabilities     920,812       1,069,364       1,223,268  
Equity:                  
Shareholders’ capital     2,337,079       2,365,129       2,299,533  
Contributed surplus     76,656       75,086       72,555  
Deficit     (915,629 )     (1,012,029 )     (1,301,273 )
Accumulated other comprehensive income     158,602       147,476       159,714  
Total equity attributable to shareholders     1,656,708       1,575,662       1,230,529  
Non-controlling interest     4,392              
Total equity     1,661,100       1,575,662       1,230,529  
Total liabilities and equity   $ 2,887,996     $ 3,019,035     $ 2,876,123  

(1) Comparative period figures were restated due to a change in accounting policy. See “CHANGE IN ACCOUNTING POLICY.”

(2) See “JOINT PARTNERSHIP” for additional information.

CONDENSED

INTERIM CONSOLIDATED STATEMENTS OF NET EARNINGS (LOSS) (UNAUDITED)

    Three Months Ended September 30,     Nine Months Ended September 30,  
(Stated in thousands of Canadian dollars, except per share amounts)   2024     2023     2024     2023  
                         
                         
Revenue   $ 477,155     $ 446,754     $ 1,434,157     $ 1,430,983  
Expenses:                        
Operating     311,467       288,002       936,383       888,039  
General and administrative     23,263       44,177       97,079       83,057  
Earnings before income taxes, loss (gain) on investments and other assets, gain on repurchase of unsecured senior notes, finance charges, foreign exchange, gain on asset disposals, and depreciation and amortization     142,425       114,575       400,695       459,887  
Depreciation and amortization     75,073       73,192       227,104       218,823  
Gain on asset disposals     (3,323 )     (2,438 )     (14,235 )     (15,586 )
Foreign exchange     849       363       772       (894 )
Finance charges     16,914       19,618       53,472       63,946  
Gain on repurchase of unsecured senior notes           (37 )           (137 )
Loss (gain) on investments and other assets     (150 )     (3,813 )     (330 )     6,075  
Earnings before income taxes     53,062       27,690       133,912       187,660  
Income taxes:                        
Current     2,297       2,047       4,659       4,008  
Deferred     11,582       5,851       32,853       41,130  
      13,879       7,898       37,512       45,138  
Net earnings   $ 39,183     $ 19,792     $ 96,400     $ 142,522  
Net earnings per share attributable to shareholders:                        
Basic   $ 2.77     $ 1.45     $ 6.74     $ 10.45  
Diluted   $ 2.31     $ 1.45     $ 6.73     $ 9.84  


CONDENSED

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

    Three Months Ended September 30,     Nine Months Ended September 30,  
(Stated in thousands of Canadian dollars)   2024     2023     2024     2023  
Net earnings   $ 39,183     $ 19,792     $ 96,400     $ 142,522  
Unrealized gain (loss) on translation of assets and liabilities of operations denominated in foreign currency     (16,104 )     39,180       30,409       3,322  
Foreign exchange gain (loss) on net investment hedge with U.S. denominated debt     9,536       (24,616 )     (19,283 )     (1,484 )
Comprehensive income   $ 32,615     $ 34,356     $ 107,526     $ 144,360  


CONDENSED

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

    Three Months Ended September 30,     Nine Months Ended September 30,  
(Stated in thousands of Canadian dollars)   2024     2023     2024     2023  
Cash provided by (used in):                        
Operations:                        
Net earnings   $ 39,183     $ 19,792     $ 96,400     $ 142,522  
Adjustments for:                        
Long-term compensation plans     2,620       11,577       14,490       9,200  
Depreciation and amortization     75,073       73,192       227,104       218,823  
Gain on asset disposals     (3,323 )     (2,438 )     (14,235 )     (15,586 )
Foreign exchange     815       1,275       965       (13 )
Finance charges     16,914       19,618       53,472       63,946  
Income taxes     13,879       7,898       37,512       45,138  
Other     27             120       (220 )
Loss (gain) on investments and other assets     (150 )     (3,813 )     (330 )     6,075  
Gain on repurchase of unsecured senior notes           (37 )           (137 )
Income taxes paid     (508 )     (187 )     (4,842 )     (2,395 )
Income taxes recovered     58       4       58       7  
Interest paid     (31,692 )     (35,500 )     (69,435 )     (79,702 )
Interest received     426       227       1,558       562  
Funds provided by operations     113,322       91,608       342,837       388,220  
Changes in non-cash working capital balances     (33,648 )     (3,108 )     (23,545 )     (57,904 )
Cash provided by operations     79,674       88,500       319,292       330,316  
                         
Investments:                        
Purchase of property, plant and equipment     (63,797 )     (51,546 )     (157,747 )     (146,378 )
Purchase of intangibles     (51 )     (847 )     (51 )     (1,524 )
Proceeds on sale of property, plant and equipment     5,647       6,698       21,825       20,724  
Proceeds from sale of investments and other assets           10,013       3,623       10,013  
Business acquisitions                       (28,000 )
Purchase of investments and other assets     (7 )     (3,211 )     (7 )     (5,282 )
Receipt of finance lease payments     207       64       591       64  
Changes in non-cash working capital balances     19,149       4,551       (9,266 )     (6,774 )
Cash used in investing activities     (38,852 )     (34,278 )     (141,032 )     (157,157 )
                         
Financing:                        
Issuance of long-term debt     10,900       23,600       10,900       162,649  
Repayments of long-term debt     (59,658 )     (49,517 )     (162,506 )     (288,538 )
Repurchase of share capital     (16,891 )           (50,465 )     (12,951 )
Issuance of common shares from the exercise of options     495             686        
Debt amendment fees                 (1,317 )      
Lease payments     (3,586 )     (2,410 )     (10,005 )     (6,413 )
Funding from non-controlling interest     4,392             4,392        
Cash used in financing activities     (64,348 )     (28,327 )     (208,315 )     (145,253 )
Effect of exchange rate changes on cash     (403 )     251       177       (428 )
Increase (decrease) in cash     (23,929 )     26,146       (29,878 )     27,478  
Cash, beginning of period     48,233       22,919       54,182       21,587  
Cash, end of period   $ 24,304     $ 49,065     $ 24,304     $ 49,065  


CONDENSED

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

    Attributable to shareholders of the Corporation            
(Stated in thousands of Canadian dollars)   Shareholders’
Capital
    Contributed
Surplus
    Accumulated
Other
Comprehensive
Income
    Deficit     Total     Non-
controlling interest
    Total
Equity
 
Balance at January 1, 2024   $ 2,365,129     $ 75,086     $ 147,476     $ (1,012,029 )   $ 1,575,662     $     $ 1,575,662  
Net earnings for the period                       96,400       96,400             96,400  
Other comprehensive income for the period                 11,126             11,126             11,126  
Share options exercised     978       (292 )                 686             686  
Settlement of Executive Performance and Restricted Share Units     21,846       (1,479 )                 20,367             20,367  
Share repurchases     (51,050 )                       (51,050 )           (51,050 )
Redemption of non-management directors share units     176       (176 )                              
Share-based compensation expense           3,517                   3,517             3,517  
Funding from non-controlling interest                                   4,392       4,392  
Balance at September 30, 2024   $ 2,337,079     $ 76,656     $ 158,602     $ (915,629 )   $ 1,656,708     $ 4,392     $ 1,661,100  
    Attributable to shareholders of the Corporation            
(Stated in thousands of Canadian dollars)   Shareholders’
Capital
    Contributed
Surplus
    Accumulated
Other
Comprehensive
Income
    Deficit     Total     Non-
controlling interest
    Total
Equity
 
Balance at January 1, 2023   $ 2,299,533     $ 72,555     $ 159,714     $ (1,301,273 )   $ 1,230,529     $     $ 1,230,529  
Net earnings for the period                       142,522       142,522             142,522  
Other comprehensive income for the period                 1,838             1,838             1,838  
Settlement of Executive Performance and Restricted Share Units     19,206                         19,206             19,206  
Share repurchases     (12,951 )                       (12,951 )           (12,951 )
Redemption of non-management directors share units     757                         757             757  
Share-based compensation expense           1,834                   1,834             1,834  
Balance at September 30, 2023   $ 2,306,545     $ 74,389     $ 161,552     $ (1,158,751 )   $ 1,383,735     $     $ 1,383,735  


2024 THIRD QUARTER RESULTS CONFERENCE CALL AND WEBCAST

Precision Drilling Corporation has scheduled a conference call and webcast to begin promptly at 11:00 a.m. MT (1:00 p.m. ET) on Wednesday, October 30, 2024.

To participate in the conference call please register at the URL link below. Once registered, you will receive a dial-in number and a unique PIN, which will allow you to ask questions.

https://register.vevent.com/register/BI4cb3a3db88084e66ad528ebb2bdb81e4

The call will also be webcast and can be accessed through the link below. A replay of the webcast call will be available on Precision’s website for 12 months.

https://edge.media-server.com/mmc/p/mov2xb4k

About Precision

Precision is a leading provider of safe and environmentally responsible High Performance, High Value services to the energy industry, offering customers access to an extensive fleet of Super Series drilling rigs. Precision has commercialized an industry-leading digital technology portfolio known as Alpha™ that utilizes advanced automation software and analytics to generate efficient, predictable, and repeatable results for energy customers. Our drilling services are enhanced by our EverGreen™ suite of environmental solutions, which bolsters our commitment to reducing the environmental impact of our operations. Additionally, Precision offers well service rigs, camps and rental equipment all backed by a comprehensive mix of technical support services and skilled, experienced personnel.

Precision is headquartered in Calgary, Alberta, Canada and is listed on the Toronto Stock Exchange under the trading symbol “PD” and on the New York Stock Exchange under the trading symbol “PDS”.

Additional Information

For further information, please contact:

Lavonne Zdunich, CPA, CA
Vice President, Investor Relations
403.716.4500

800, 525 – 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Website: www.precisiondrilling.com


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Gibson Energy Announces 2024 Third Quarter Results and 2024 Record Crude Volumes at Edmonton Terminal

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All financial figures are in Canadian dollars unless otherwise noted

CALGARY, Alberta, Oct. 29, 2024 (GLOBE NEWSWIRE) — Gibson Energy Inc. (TSX:GEI) (“Gibson” or the “Company”) announced today its financial and operating results for the three and nine months ended September 30, 2024.

“Gibson delivered strong results in the third quarter, driven by the continued strength and stability of our Infrastructure segment, which now represents over 85% of our business, and saw 2024 record third party crude volumes at our Edmonton Terminal in the third quarter, driven by deliveries onto the Trans Mountain Expansion pipeline,” said Curtis Philippon, President and Chief Executive Officer. “Since joining Gibson in August, I have had the opportunity to visit all of our operations. Gibson’s critical energy infrastructure spans from touching one in four barrels produced in Western Canada to exporting Permian & Eagle Ford barrels through one of the largest crude export terminals in the United States. It is impressive to see firsthand our asset base and meet the passionate talented teams that support it.”

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Financial Highlights:

  • Revenue of $2,900 million in the third quarter, a $325 million or 10% decrease relative to the third quarter of 2023, due to lower revenues within the Marketing segment driven by Crude Marketing sales volume
  • Infrastructure adjusted EBITDA(1) of $150 million in the third quarter, a $10 million or 7% increase from the third quarter of 2023, primarily driven by a full quarter of contribution from the Gateway Terminal
  • Marketing adjusted EBITDA(1) of $14 million in the third quarter, a $10 million or 41% decrease from the third quarter of 2023, due to lower contributions from the Refined Products business resulting from compressed refining margins and the Crude Marketing business due to fewer opportunities
  • Adjusted EBITDA(1) on a consolidated basis of $151 million in the third quarter, a $2 million or 1% increase over the third quarter of 2023, as higher Infrastructure adjusted EBITDA(1) offset lower Marketing results
  • Net income of $54 million in the third quarter, a $33 million or 161% increase over the third quarter of 2023, primarily due to one-time transaction and finance costs incurred in relation to the acquisition of the Gateway Terminal in the comparative period, and the factors noted above, partially offset by higher depreciation, amortization, income tax expense and foreign exchange losses
  • Distributable cash flow(1) of $88 million in the third quarter, a $5 million or 5% decrease from the third quarter of 2023, primarily due to higher current income tax expense
  • Dividend payout ratio(2) on a trailing twelve-month basis of 65%, below the Company’s 70% – 80% target
  • Net debt to adjusted EBITDA ratio(2) at September 30, 2024 of 3.2x, within the Company’s 3.0x – 3.5x target

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Strategic Developments and Highlights:

  • On July 15, 2024, Gibson announced the extension of a long-term contract with an investment grade global E&P company at its Gateway Terminal which further enhanced the quality of the Company’s cash flows, as well as the sanction of a connection to the Cactus II Pipeline, providing customers with access to up to approximately 700,000 barrels per day of incremental supply

(1) Adjusted EBITDA and distributable cash flow are non-GAAP financial measures. See the “Specified Financial Measures” section of this release.
(2) Net debt to adjusted EBITDA ratio and dividend payout ratio are non-GAAP financial ratios. See the “Specified Financial Measures” section of this release.

Management’s Discussion and Analysis and Financial Statements
The 2024 third quarter Management’s Discussion and Analysis and unaudited Condensed Consolidated Financial Statements provide a detailed explanation of Gibson’s financial and operating results for the three months and nine months ended September 30, 2024, as compared to the three months and nine months ended September 30, 2023. These documents are available at www.gibsonenergy.com and on SEDAR+ at www.sedarplus.ca.

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Earnings Conference Call & Webcast Details
A conference call and webcast will be held to discuss the 2024 third quarter financial and operating results at 7:00am Mountain Time (9:00am Eastern Time) on Wednesday, October 30, 2024.

To register for the call, view dial-in numbers, and obtain a dial-in PIN, please access the following URL:

Registration at least five minutes prior to the conference call is recommended. 

This call will also be broadcast live on the Internet and may be accessed directly at the following URL:

The webcast will remain accessible for a 12-month period at the above URL.

Supplementary Information
Gibson has also made available certain supplementary information regarding the 2024 third quarter financial and operating results, available at www.gibsonenergy.com.

About Gibson
Gibson is a leading liquids infrastructure company with its principal businesses consisting of the storage, optimization, processing, and gathering of liquids and refined products. Headquartered in Calgary, Alberta, the Company’s operations are located across North America, with core terminal assets in Hardisty and Edmonton, Alberta, Ingleside, Texas, and a facility in Moose Jaw, Saskatchewan.

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Gibson shares trade under the symbol GEI and are listed on the Toronto Stock Exchange. For more information, visit www.gibsonenergy.com.

Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking information and statements (collectively, forward-looking statements). All statements other than statements of historical fact are forward-looking statements. The use of any of the words ‘‘anticipate’’, ‘‘plan’’, ‘‘contemplate’’, ‘‘continue’’, ‘‘estimate’’, ‘‘expect’’, ‘‘intend’’, ‘‘propose’’, ‘‘might’’, ‘‘may’’, ‘‘will’’, ‘‘shall’’, ‘‘project’’, ‘‘should’’, ‘‘could’’, ‘‘would’’, ‘‘believe’’, ‘‘predict’’, ‘‘forecast’’, ‘‘pursue’’, ‘‘potential’’ and ‘‘capable’’ and similar expressions are intended to identify forward looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. The Company does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to, the risks and uncertainties described in “Forward-Looking Information” and “Risk Factors” included in the Company’s Annual Information Form and Management’s Discussion and Analysis, each dated February 20, 2024, as filed on SEDAR+ and available on the Gibson website at www.gibsonenergy.com.

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For further information, please contact:

Investor Relations:

(403) 776-3077
investor.relations@gibsonenergy.com

Media Relations:
(403) 476-6334
communications@gibsonenergy.com

Specified Financial Measures

This press release refers to certain financial measures that are not determined in accordance with GAAP, including non-GAAP financial measures and non-GAAP financial ratios. Readers are cautioned that non-GAAP financial measures and non-GAAP financial ratios do not have standardized meanings prescribed by GAAP and, therefore, may not be comparable to similar measures presented by other entities. Management considers these to be important supplemental measures of the Company’s performance and believes these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in industries with similar capital structures.

For further details on these specified financial measures, including relevant reconciliations, see the “Specified Financial Measures” section of the Company’s MD&A for the three and nine months ended September 30, 2024 and 2023, which is incorporated by reference herein and is available on Gibson’s SEDAR+ profile at www.sedarplus.ca and Gibson’s website at www.gibsonenergy.com.

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a) Adjusted EBITDA

Noted below is the reconciliation to the most directly comparable GAAP measures of the Company’s segmented and consolidated adjusted EBITDA for the three and nine months ended September 30, 2024, and 2023:

Three months ended September 30, Infrastructure Marketing Corporate and Adjustments Total
($ thousands) 2024   2023   2024   2023   2024   2023   2024   2023  
                       
Segment profit 150,271   137,727   14,183   17,900       164,454   155,627  
Unrealized (gain) loss on derivative financial instruments (1,553 ) 740   25   6,059       (1,528 ) 6,799  
General and administrative         (13,004 ) (14,258 ) (13,004 ) (14,258 )
Adjustments to share of profit from equity accounted investees 1,166   1,432           1,166   1,432  
Executive transition costs             251     251    
Renewable power purchase agreement         (175 )   (175 )  
Other                
Adjusted EBITDA 149,884   139,899   14,208   23,959   (12,928 ) (14,258 ) 151,164   149,600  
                       
Nine months ended September 30, Infrastructure Marketing Corporate and Adjustments Total
($ thousands) 2024   2023   2024   2023   2024   2023   2024   2023  
                     
Segment profit 446,566   336,483   69,391   123,962       515,957   460,445  
Unrealized loss (gain) on derivative financial instruments 3,746   740   (1,884 ) (6,872 )     1,862   (6,132 )
General and administrative         (51,920 ) (38,677 ) (51,920 ) (38,677 )
Adjustments to share of profit from equity accounted investees 4,071   4,293           4,071   4,293  
Executive transition costs         10,665     10,665    
Renewable power purchase agreement         (175 )   (175 )  
Other           218     218  
Adjusted EBITDA 454,383   341,516   67,507   117,090   (41,430 ) (38,459 ) 480,460   420,147  
                                 

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  Three months ended September 30,
 
($ thousands) 2024   2023  
     
Net Income 53,916   20,633  
     
Income tax expense 14,573   7,678  
Depreciation, amortization, and impairment charges 44,289   38,542  
Finance costs, net 32,545   50,222  
Unrealized (gain) loss on derivative financial instruments (1,528 ) 6,799  
Corporate unrealized (gain) loss on derivative financial instruments (1) (1,934 ) 430  
Stock based compensation 4,747   6,455  
Acquisition and integration costs   19,959  
Adjustments to share of profit from equity accounted investees 1,166   1,432  
Corporate foreign exchange loss (gain) and other 3,139   (2,550 )
Executive transition costs 251    
Adjusted EBITDA 151,164   149,600  
         
  Nine months ended September 30,
 
($ thousands) 2024   2023  
       
Net Income 157,737   160,910  
       
Income tax expense 46,205   50,864  
Depreciation, amortization, and impairment charges 131,452   94,788  
Finance costs, net 104,285   80,357  
Unrealized loss (gain) on derivative financial instruments 1,862   (6,132 )
Corporate unrealized loss (gain) on derivative financial instruments (1) 6,707   430  
Stock based compensation 15,158   15,344  
Acquisition and integration costs 1,371   19,959  
Adjustments to share of profit from equity accounted investees 4,071   4,293  
Corporate foreign exchange loss (gain) and other 947   (666 )
Executive transition costs 10,665    
Adjusted EBITDA 480,460   420,147  
         

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b) Distributable Cash Flow

The following is a reconciliation of distributable cash flow from operations to its most directly comparable GAAP measure, cash flow from operating activities:

  Three months ended September 30,
  Nine months ended September 30,
 
($ thousands) 2024   2023   2024   2023  
         
Cash flow from operating activities 404,794   190,015   531,178   419,254  
Adjustments:        
Changes in non-cash working capital and taxes paid (258,264 ) (61,420 ) (64,620 ) (14,921 )
Replacement capital (13,023 ) (12,876 ) (24,260 ) (25,702 )
Cash interest expense, including capitalized interest (34,045 ) (32,290 ) (102,405 ) (65,677 )
Acquisition and integration costs (1)   19,959   1,371   19,959  
Executive transition costs 7,433     10,665    
Lease payments (8,144 ) (8,575 ) (24,178 ) (26,268 )
Current income tax (10,582 ) (1,860 ) (23,633 ) (23,800 )
Distributable cash flow 88,169   92,953   304,118   282,845  
                 
Twelve months ended September 30,
 
($ thousands) 2024   2023  
     
Cash flow from operating activities 686,780   489,312  
Adjustments:    
Changes in non-cash working capital and taxes paid (57,133 ) 47,812  
Replacement capital (34,486 ) (32,559 )
Cash interest expense, including capitalized interest (136,861 ) (81,966 )
Acquisition and integration costs (1) 3,454   19,959  
Executive transition costs 10,665    
Lease payments (33,806 ) (34,035 )
Current income tax (31,550 ) (37,218 )
Distributable cash flow 407,063   371,305  
         

c) Dividend Payout Ratio

Twelve months ended September 30,
 
  2024   2023  
Distributable cash flow 407,063   371,305  
Dividends declared 263,050   226,755  
Dividend payout ratio 65 % 61 %
         

d) Net Debt To Adjusted EBITDA Ratio

  Twelve months ended September 30,
 
  2024   2023  
     
Current and long-term debt 2,528,454   2,645,904  
Lease  liabilities 50,246   67,862  
Less: unsecured hybrid debt (450,000 ) (450,000 )
Less: cash and cash equivalents (55,584 ) (54,464 )
     
Net debt 2,073,116   2,209,302  
Adjusted EBITDA 650,141   557,481  
Net debt to adjusted EBITDA ratio 3.2   4.0  
         


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Aura Minerals to Acquire Bluestone Resources

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VANCOUVER, British Columbia and ROAD TOWN, British Virgin Islands, Oct. 28, 2024 (GLOBE NEWSWIRE) — Bluestone Resources Inc. (“Bluestone”) (TSXV:BSR | OTCQB:BBSRF) and Aura Minerals Inc. (“Aura”) (TSX:ORA | B3:AURA33 |OTCQX:ORAAF), are pleased to announce that they have entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which Aura will acquire all of the issued and outstanding common shares of Bluestone (the “Bluestone Shares”) by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement” or “Transaction”).

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Transaction Highlights

  • Aura will be acquiring a 100% interest in Bluestone’s Cerro Blanco gold project (“Cerro Blanco”) and the adjacent Mita Geothermal project (“Mita Geothermal”).
  • Bluestone valued at approximately C$ 0.50 per Bluestone Share, representing a 51% premium to spot and a 40% premium to the volume weighted average price (“VWAP) of the Bluestone Shares on the TSX Venture Exchange (the “TSXV”) for the 25 day period ending October 24th, 2024, to be paid in a combination of cash or Aura shares on closing and a contingent value right (“CVR”), representing a total enterprise value of up to US$74.3 million.i
  • Pursuant to the Transaction, for each Bluestone share held, Bluestone shareholders will be able to elect to receive upfront consideration on closing consisting of either: (i) a cash payment of C$0.287; or (ii) 0.0179 of an Aura common share, subject to proration; or a combination of both. The upfront consideration will be subject to maximum aggregate Aura shares issuable of 1,363,272 (representing 50% of the upfront consideration).
  • Bluestone shareholders will also receive a CVR providing the holder thereof with the potential to receive a cash payment of up to an aggregate amount of C$0.2120, for each Bluestone share, payable in three equal annual installments upon Cerro Blanco achieving commercial production.
  • The Transaction was unanimously approved by Bluestone’s Board of Directors and by Aura’s Board of Directors.
  • The Transaction will be subject to the approval by Bluestone securityholders at a special meeting of Bluestone securityholders and subject to the receipt of certain regulatory, court, TSXV and Toronto Stock Exchange (“TSX”) approvals, and other closing conditions customary in transactions of this nature.

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Cerro Blanco is a near surface high grade gold deposit, in Jutiapa, Guatemala. An N.I. 43-101 technical report on the project was produced and filed in April 2022. The Mita Geothermal project is an advanced-stage, renewable energy project licensed to produce up to 50 megawatts of power. As previously disclosed by Bluestone, on June 17, 2024, Bluestone received a notice from the Guatemalan Ministry of Environment (“MARN”) challenging the approval procedure that approved the surface mining method for Cerro Blanco. Bluestone has the view that environmental permit amendment met and exceeded the terms of reference provided by the MARN, and it adhered to Guatemalan law. Aura intends, upon closing of the transaction, to evaluate the alternatives for a future potential development of Cerro Blanco.

Rodrigo Barbosa, CEO of Aura, stated, “Cerro Blanco stands as a world-class deposit that has encountered both social and institutional hurdles. We are confident that, along the next few years, by integrating it with Aura’s 360 vision, we can refine our strategic approach to make Cerro Blanco another flagship project that exemplifies the utmost respect for social and environmental responsibilities while delivering value to all stakeholders.”

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Peter Hemstead, President, CEO, and Board Chair of Bluestone Resources, added: “After a fulsome Strategic Review Process, the acquisition by Aura provides the best outcome for Bluestone shareholders and to further advance the Cerro Blanco gold project and Mita geothermal project. The Transaction presents shareholders with a choice to maintain exposure to Cerro Blanco through a proven Latin America mine developer and producer with a strong balance sheet or elect cash. Aura is a well established Latin American producer with a track record of development and has the financial capacity to advance and unlock potential value from Cerro Blanco.”

Benefits to Bluestone Shareholders

  • Total consideration premium of 40% to the 25-day VWAP of Bluestone Shares on the TSXV as of October 24, 2024.
  • Partnership with an established multi‐mine producer and developer with last twelve-month production of 270,000 gold equivalent ounce (“GEO”), of which about 25% from copper production, and with a plan to achieve 450,000 GEO with a common operating philosophy and record of fiscal discipline, high ESG standards and a proven history of shareholder value creation.
  • Aura has seamlessly integrated its operations in the local communities in which it operates. Aura has developed and is operating mines in Honduras, Mexico, and Brazil. It owns a significant operation 230 km from Cerro Blanco in Honduras, which provides a deep understanding of the local environment, a crucial factor for the successful development of the Cerro Blanco ore body.
  • Bluestone shareholders have the option to receive either (i) a cash payment of C$0.287 for each Bluestone Share held; or (ii) 0.0179 of an Aura common share for each Bluestone Share held, subject to pro-ration; or a combination of both.
  • The CVR consideration provides additional exposure to the development of Cerro Blanco in the form of future contingent cash payments subject to Cerro Blanco achieving commercial production thresholds.
  • Aura has the financial capacity to finance the development of Cerro Blanco with minimal or no future dilution. Its Latin American experience, strong balance sheet, and robust free cash flow generation support the company’s development and exploration initiatives while still paying dividends.
  • Meaningful ongoing exposure to future value catalysts across the combined asset portfolio, including Aura’s assets and Bluestone’s Cerro Blanco gold project.

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Benefits to Aura Shareholders

  • Reinforces Aura’s growth pipeline to go beyond 450,000 GEO in the next few years, including a mix of gold and copper (in the last twelve months, about 25% Aura’s revenues came from copper production), with a new potential flagship asset in line with Aura’s strategy to continue to build its business.
  • Potential for a significant increase in the Mineral Resources base of Aura.
  • Potential synergies as Cerro Blanco is approximately 230 km from the Minosa operating mine in Honduras and Aura’s extensive Latin American presence and knowledge.
  • Aura to work in partnership with local stakeholders to develop Cerro Blanco.

Transaction Details

The Transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction will be subject to the approval of: (i) at least 66-⅔% of the votes cast by holders of Bluestone Shares; (ii) 66-⅔% of the votes cast by holders of Bluestone Shares and options, voting together as a single class; and (iii) “minority approval” in accordance with Multilateral Instrument 61-101, at a special meeting of Bluestone securityholders to be held to consider the Transaction (the “Special Meeting”). In addition to Bluestone securityholder approval, the Transaction is also subject to the receipt of certain regulatory, court, TSXV and TSX approvals, and other closing conditions customary in transactions of this nature.

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The Arrangement Agreement includes customary deal protections, including a non-solicitation covenant on the part of Bluestone (subject to customary fiduciary out provisions) and a right for Aura to match any competing offer that constitutes a superior proposal. The Arrangement Agreement includes a termination fee of US$2 million, payable by Bluestone under certain circumstances.

All officers and directors of Bluestone, along with Nemesia S.à.r.l. and CD Capital Natural Resources Fund III LLP, owning in aggregate approximately 39% of the outstanding Bluestone Shares, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Bluestone Shares in favour of the Transaction.

Full details of the Transaction will be included in the management information circular of Bluestone, expected to be mailed to shareholders and filed on www.sedarplus.ca. Closing is expected to occur in January 2025, subject to satisfaction of the conditions to closing.

Board of Directors and Special Committee Recommendations

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The Arrangement Agreement has been unanimously approved by the Board of Directors of Bluestone, following the unanimous recommendation of a Special Committee of independent directors of Bluestone (the “Special Committee”). Bluestone’s Board of Directors unanimously recommend that the Bluestone securityholders vote in favour of the Transaction.

GenCap Mining Advisory Ltd. has provided an opinion to the Special Committee and Board of Directors of Bluestone, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid under the Transaction is fair, from a financial point of view to the Bluestone shareholders.

Advisors and Counsel

GenCap Mining Advisory Ltd. is acting as financial advisor to the Special Committee. Blake, Cassels & Graydon LLP is acting as Canadian legal advisor to Bluestone and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as U.S. legal advisor to Bluestone. Stikeman Elliott LLP is acting as legal advisor to the Special Committee.

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Gowling WLG (Canada) LLP is acting as Canadian legal advisor to Aura and Dorsey & Whitney LLP is acting as U.S. legal advisor to Aura.

About Aura Minerals Inc.

Aura is focused on mining in complete terms – thinking holistically about how its business impacts and benefits every one of our stakeholders: our company, our shareholders, our employees, and the countries and communities we serve. We call this 360 Mining. Aura is a mid-tier gold and copper production company focused on operating and developing gold and base metal projects in the Americas. The Company has 4 operating mines including the Aranzazu copper-gold-silver mine in Mexico, the Apoena (EPP) and Almas gold mines in Brazil, and the Minosa (San Andres) gold mine in Honduras. The Company’s development projects include Borborema, currently in construction and Matupá both in Brazil. Aura has unmatched exploration potential owning over 630,000 hectares of mineral rights and is currently advancing multiple near-mine and regional targets along with the Aura Carajas copper project in the prolific Carajás region of Brazil.

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About Bluestone Resources Inc.

Bluestone Resources is a Canadian-based precious metals exploration and development company focused on opportunities in Guatemala. The Company’s flagship asset is the Cerro Blanco gold project, a near surface mine development project located in Southern Guatemala in the department of Jutiapa. The Company trades under the symbol “BSR” on the TSX Venture Exchange and “BBSRF” on the OTCQB.

Forward-Looking Statements

This news release contains certain “forward-looking information” and “forward-looking statements”, as such terms are defined under applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements can be identified by the use of words and phrases such as “plans”, “expects” ,“is expected”, “budget”, “scheduled,” “estimates”, “forecasts”, “intends”, “anticipates” or “believes” 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. Forward-looking statements herein include, but are not limited to, the expected benefits of the Arrangement, statements with respect to the consummation and timing of the Transaction; approval by Bluestone’s shareholders; the satisfaction of the conditions precedent of the Transaction; timing, receipt and anticipated effects of court, regulatory and other consents and approvals and the strengths, characteristics and potential of the Transaction. These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Aura’s ability to predict or control and could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to Aura’s most recent Annual Information Form on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, volatility in the prices of gold, copper and certain other commodities, changes in debt and equity markets, the uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, interest rate and exchange rate fluctuations, general economic conditions and other risks involved in the mineral exploration and development industry. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements.

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All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.  

i Estimated net debt on transaction close of US$20 million.


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Titanium Transportation Group Marks Fourth Consecutive Year on The Globe and Mail’s List of Canada’s Top Growing Companies

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BOLTON, Ontario, Oct. 25, 2024 (GLOBE NEWSWIRE) — Titanium Transportation Group Inc. (“Titanium” or the “Company”) (TSX:TTNM, OTCQX:TTNMF), a leading provider of transportation and logistics services throughout North America, is pleased to announce that it has been recognized in The Globe and Mail’s 2024 Report on Business of Canada’s Top Growing Companies for the fourth consecutive year.

The rankings are based on the three-year revenue growth of a company, and in 2024, Titanium was ranked 297th, posting growth of 119% in the last three years.

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Ted Daniel, Chief Executive Officer, Titanium Transportation Group noted, “We are proud to have received this honor for the fourth consecutive year, a testament to our unwavering commitment to executing our strategic plan. This achievement highlights our ability to deliver consistent, profitable growth despite persistent industry-wide challenges. It reflects the exceptional quality of our team and our company’s dedication to profitability, prudent cash management, scaling for future growth, and generating value for our shareholders.”

Launched in 2019, the Canada’s Top Growing Companies ranking program aims to celebrate entrepreneurial achievement in Canada by identifying and amplifying the success of growth-minded, independent business in Canada. To qualify for this voluntary program, companies had to complete an in-depth application process and fulfil certain requirements. In total, 416 companies made the ranking in 2024.

The full list of 2024 winners has been published in the October issue of Report on Business magazine. The list is available online at tgam.ca/TopGrowing

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For more details, visit Titanium’s investor relations website at https://www.ttgi.com/investors

About Titanium

Titanium is a leading North American transportation company with asset-based trucking operations and logistics brokerages servicing Canada and the United States, with approximately 900 power units, 3,000 trailers and 1,300 employees and independent owner operators. Titanium provides truckload, dedicated, and cross-border trucking services, logistics, and warehousing and distribution to over 1,000 customers. Titanium has established both asset-based and brokerage operations in Canada and the U.S. with eighteen (18) locations. Titanium is a recognized purchaser of asset-based trucking companies, having completed thirteen (13) transactions since 2011. Titanium ranked among top 500 companies in the inaugural Financial Times Americas’ Fastest Growing Companies in 2020. The Company was ranked by Canadian Business as one of Canada’s Fastest Growing Companies for eleven (11) consecutive years. For four (4) consecutive years, Titanium has also been ranked one of Canada’s Top Growing Companies by the Globe and Mail’s Report on Business of Canada. Titanium is listed on the Toronto Stock Exchange under the symbol “TTNM” and “TTNMF” on the OTCQX.

Contact Information

Titanium Transportation Group Inc.
Ted Daniel, CPA, CA
Chief Executive Officer
(905) 266-3011
ted.daniel@ttgi.com
www.ttgi.com

For Investors

James Bowen
416-519-9442
James.Bowen@loderockadvisors.com


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NFI subsidiary New Flyer expands Winnipeg capability for all Canadian build of Xcelsior® Heavy-Duty Transit buses with funding support from the Government of Manitoba and PrairiesCan

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All Canadian Build Announcement

Announcement includes planned expansion of New Flyer’s production capacity and zero-emission bus offering

WINNIPEG, Manitoba, Oct. 25, 2024 (GLOBE NEWSWIRE) — (TSX: NFI, OTC: NFYEF, TSX: NFI.DB) NFI Group Inc. (NFI), a leading independent bus and coach manufacturer and a leader in electric mass mobility solutions, subsidiary New Flyer Industries Canada ULC (New Flyer), today announced an initiative to expand New Flyer’s Winnipeg manufacturing capability to allow for complete manufacturing of heavy-duty transit buses in Canada and an increased offering of zero-emission buses (the “Project”).

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The Project will repurpose existing space at its Winnipeg production facility and the lease of a new finishing facility for final vehicle commissioning, expanding New Flyer’s production capacity by up to 240 equivalent units1 per annum by 2027. The investment will allow New Flyer to manufacture zero-emissions buses, including battery-electric, fuel-cell electric, and trolley-electric buses for the Canadian market.

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1 NFI’s transit bus production is measured in, or based on, “equivalent units” (or “EUs”). One EU represents one production “slot”, being one 35- foot or 40-foot one transit bus, while an articulated 60’ transit bus represents two EUs.

The Government of Manitoba and Prairies Economic Development Canada (PrairiesCan) are supporting the Project that will create up to 250 new direct green jobs at NFI and expand Manitoba’s Green Economy. Manitoba’s contribution includes a C$10 million investment alongside additional cash flow provided by a two-year interest reduction on NFI’s current C$50 million provincial loan. PrairiesCan will provide a C$15 million repayable contribution through its Business Scale Up and Productivity Program as part of PrairiesCan’s Framework to Build a Green Prairies Economy.

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NFI will be co-investing in the project alongside the Province and PrairiesCan, to support facility upgrades, zero-emission bus testing, working capital, project administration, and operational costs. Construction activities are starting immediately with the first bus builds taking place in the fourth quarter of 2025, with a continued ramp up through 2026 before achieving the full 240 equivalent unit run rate in 2027.

“Today’s announcement is a major milestone for NFI as it allows us to complete full buses in Canada for the first time in nearly fifteen years. I would like to thank our partners at the Province of Manitoba and PrairiesCan for their commitment and financial support that will help enhance Manitoba’s Green economy,” said Paul Soubry, President and CEO, NFI. “These funds will be strategically invested alongside our own capital to expand our production capacity and increase our zero-emissions transit bus offerings, which will create new jobs and help create more livable North American communities.”

“This project is about putting a ‘Made in Canada’ stamp on the low-carbon economy. Here in Manitoba blue-collar workers are part of the transition to a net zero future, and it’s companies like NFI that are leading the charge,” said Premier Wab Kinew. “We’re pleased to partner with the federal government to get this All-Canadian Build facility done so we can continue to put Manitoba at the cutting edge of zero emission transportation technology.”  

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“This is a significant step forward by NFI Group. Increasing manufacturing capacity in the zero-emission heavy-duty vehicle sector is good news for Canada and solidifies Manitoba’s leadership in this field. This project is an example of collaboration under the Green Prairie Economy Framework to deliver solutions to build a strong and sustainable economy across the Prairies,” said The Honourable Dan Vandal, Minister for PrairiesCan.

“Demand for zero-emission transit buses in our core markets is at record levels, driven by the transition of transit fleets to zero emission buses in Canadian cities to meet national emission reduction goals,” said Chris Stoddart, President, North American Bus and Coach. “Not only will this project allow for full Canadian bus builds, but it will also free up U.S. capacity, to service even more U.S. customers across our network.”

NFI is a leader in zero-emission mobility, with electric vehicles operating (or on order) in more than 150 cities in six countries. NFI offers the widest range of zero-emission battery and fuel cell-electric buses and coaches, and its vehicles have completed over 180 million EV service miles.

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About NFI

Leveraging 450 years of combined experience, NFI is leading the electrification of mass mobility around the world. With zero-emission buses and coaches, infrastructure, and technology, NFI meets today’s urban demands for scalable smart mobility solutions. Together, NFI is enabling more livable cities through connected, clean, and sustainable transportation.

With over 8,750 team members in ten countries, NFI is a leading global bus manufacturer of mass mobility solutions under the brands New Flyer® (heavy-duty transit buses), MCI® (motor coaches), Alexander Dennis Limited (single- and double-deck buses), Plaxton (motor coaches), ARBOC® (low-floor cutaway and medium-duty buses), and NFI Parts™. NFI currently offers the widest range of sustainable drive systems available, including zero-emission electric (trolley, battery, and fuel cell), natural gas, electric hybrid, and clean diesel. In total, NFI supports its installed base of over 100,000 buses and coaches around the world. NFI’s common shares trade on the Toronto Stock Exchange (“TSX”) under the symbol NFI and its convertible unsecured debentures trade on the TSX under the symbol NFI.DB. News and information is available at www.nfigroup.com, www.newflyer.com, www.mcicoach.com, nfi.parts, www.alexander-dennis.com, arbocsv.com, and carfaircomposites.com.

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About New Flyer

New Flyer is North America’s heavy-duty transit bus leader and offers the most advanced product line under the Xcelsior® and Xcelsior CHARGE® brands. It also offers infrastructure development through NFI Infrastructure Solutions™, a service dedicated to providing safe, sustainable, and reliable charging and mobility solutions. New Flyer actively supports over 35,000 heavy-duty transit buses (New Flyer, NABI, and Orion) currently in service, of which 8,600 are powered by electric motors and battery propulsion and 1,900 are zero-emission. Further information is available at www.newflyer.com.

Forward-Looking Statement

This press release may contain forward-looking statements relating to expected future events and financial and operating results of NFI that involve risks and uncertainties. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including the risks and uncertainties discussed in the materials filed with the Canadian securities regulatory authorities and available on SEDAR at www.sedarplus.ca. Due to the potential impact of these factors NFI disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.

For media and investor inquiries, please contact:
Stephen King
P: 204.792.1300
Stephen.King@nfigroup.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/0e57bb64-0e19-400b-83af-70b036114b05


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