Category: Canada

WELL Health Achieves $1 Billion Annualized Revenue Run-Rate Ahead of Plan with Best Ever Quarterly EBITDA and Free Cashflow Results for Q3-2024 and Raises Annual Revenue Guidance

  • WELL surpassed $1 billion annualized revenue run-rate with record revenue of $251.7 million in Q3-2024, marking a 27%(1) increase compared to Q3-2023, mainly driven by organic growth of 23%.
  • WELL achieved record Adjusted EBITDA(2) of $32.7 million in Q3-2024, an increase of 16% as compared to Q3-2023.
  • WELL achieved a record total of 1.5 million total patient visits in Q3-2024 an increase of 41% compared to Q3-2023 and representing 5.9 million total patient visits on an annualized run-rate basis.
  • WELL increases its 2024 annual guidance range for revenue of $985 million to $995 million, while maintaining Adjusted EBITDA guidance to be in the upper half of $125 million to $130 million.

VANCOUVER, BC, Nov. 7, 2024 /PRNewswire/ – WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF) (the “Company” or “WELL“), a digital healthcare company focused on positively impacting health outcomes by leveraging technology to empower healthcare practitioners and their patients globally, is pleased to announce its interim consolidated financial results for the quarter ended September 30, 2024.


WELL Health Technologies Logo (CNW Group/WELL Health Technologies Corp.)

Hamed Shahbazi, Founder and CEO of WELL, commented, “Third quarter of 2024 was one of the best quarters in the Company’s history by just about every objective and important metric. WELL delivered record quarterly performances for revenue, Adj EBITDA, free cashflow, patient visits and organic growth in the third quarter. We are also pleased to report that we surpassed $1 billion in annualized revenue run-rate, one quarter ahead of our previously stated plan. Record results were driven by our Canadian Patient Services business which delivered robust revenue growth of 35% YoY. Our current pipeline of acquisitions, which includes 17 signed LOIs and definitive agreements pending close, is the strongest we’ve had representing over $100 million in revenues with a heavy emphasis on our Canadian lines of business. As of the end of Q3-2024, WELL proudly supports a network of over 4,000 providers and clinicians delivering care through our physical and virtual clinics. We also continue to evolve and innovate our clinical offerings and are pleased to announce that this past week we launched a new weight care and GLP-1 offering in Canada on our Tia Health virtual care platform. This is just the beginning as we are excited about innovating and delivering superior patient outcomes for Canadians in this category. I am proud to raise our 2024 annual revenue guidance to $985 to $995 million, not including any un-announced acquisitions. As we close out 2024, our focus remains on enhancing profitability as we are projecting a healthy year-over-year increase in free cash flow to shareholders this year. We are a very healthy and growing Company and getting stronger as we are on track to deliver record revenue, Adjusted EBITDA, and Adjusted Net Income for 2024, while boosting cash flow, reducing debt, minimizing net share issuances to the lowest yearly rate ever, and reflecting significant reductions in earnout payments.”

Mr. Shahbazi further added, “Both of WELL’s US based virtual care platforms, Wisp and Circle Medical continue to outperform with Wisp experiencing 35% revenue growth in Q3-2024 versus Q3-2023 and recently successfully launching their weight care and GLP-1 offering in 20 states. Also, Circle Medical achieved 61% year-over-year quarterly revenue growth while maintaining profitability. The strategic review process, including potential sale of these two assets, is continuing, and making progress.”

Eva Fong, WELL’s Chief Financial Officer, added, “Earlier this year we implemented a comprehensive cost-cutting program to support our 2024 operating plan, which is contributing to our record Adjusted EBITDA results this quarter and on a YTD basis. In Q3-2024, we generated $16.2 million in Adjusted Free Cashflow(2) available to shareholders or 6.5 cents per share and our aim is to improve on this next year. Along with these savings and strong cash flows, we are on track to reduce annual share dilution to its lowest level this fiscal year, driven in part by shifting much of our earnout payment obligations to cash and transitioning some of our employee incentive programs to be more cash-based rather than relying on share-based compensation. Additionally, we plan to sustain our share buyback program as we haven’t issued any new shares since beginning this program and continue to favour cash vs shares, as our Board of Directors believes the current share price does not fully reflect the underlying value of the Company. I am pleased to report that WELL is in a strong financial position and is able to continue funding organic growth and future acquisitions through cash flows from operations.”

Third Quarter 2024 Financial Highlights:

  • WELL achieved record quarterly revenue of $251.7 million in Q3-2024, an increase of 23% as compared to revenue of $204.5 million generated in Q3-2023 (or 27%(1) with reference to continuing operations). This growth was primarily driven by organic growth of 23%. Growth from acquisitions of 4% was offset by the impact from divestitures.
  • Canadian Patient Services revenue was $78.0 million in Q3-2024, an increase of 35% as compared to $57.8 million in Q3-2023.
  • U.S. Patient Services revenue was $158.2 million in Q3-2024, an increase of 21% as compared to $130.7 million in Q3-2023.
  • SaaS and Technology Services revenue from continuing businesses was $15.6 million in Q3-2024, an increase of 19% as compared to $13.1 million in Q3-2023.
  • Adjusted Gross Profit(2) was $112.3 million in Q3-2024, an increase of 19% as compared to Adjusted Gross Profit(2) of $94.2 million in Q3-2023.
  • Adjusted Gross Margin(2) percentage was 44.6% during Q3-2024 compared to Adjusted Gross Margin(2) percentage of 46.1% in Q3-2023. The decrease in Adjusted Gross Margin(2) percentage was primarily driven by the addition of recruiting revenue from the acquisition of CarePlus, which has lower margins compared to other Patient Services and SaaS and Technology Services revenue.
  • Adjusted EBITDA(2) was $32.7 million in Q3-2024, an increase of 16% as compared to Adjusted EBITDA(2) of $28.2 million in Q3-2023.
  • Adjusted EBITDA to WELL shareholders(2) was $25.1 million in Q3-2024, an increase of 10% as compared to Adjusted EBITDA to WELL shareholders(2) of $22.9 million in Q3-2023.
  • Adjusted Net Income(2) was $13.0 million, or $0.05 per share in Q3-2024, as compared to Adjusted Net Income(2) of $12.9 million, or $0.05 per share in Q3-2023.

Third Quarter 2024 Patient Visit Metrics:

WELL achieved a record 1.5 million total patient visits in Q3-2024, an increase of 41% compared to Q3-2023 and representing 5.9 million total patient visits on an annualized run-rate basis. Total patient visits were comprised of 798,000 patient visits in Canada and 682,000 patient visits in the US. Canadian patient visits increased 46% while US patient visits increased 35%, on a year-over-year basis. Growth in total patient visits over the past year was primary driven by organic growth, including the clinic absorption program as well as acquisitions.

Total Care Interactions were 2.2 million in Q3-2024, a year-over-year increase of 41% compared to Q3-2023 and representing 9.0 million Total Care Interactions on an annualized run-rate basis.  

Q3-24

Q2-24

Q3-23

Q/Q
Growth

Y/Y
Growth

Y/Y Organic
Growth

Canada Patient Visits

798,000

766,000

548,000

4 %

46 %

26 %

US Patient Visits

682,000

640,000

505,000

7 %

35 %

35 %

Total Visits

1,480,000

1,406,000

1,053,000

5 %

41 %

31 %

Technology Interactions

675,000

622,000

458,000

9 %

47 %

47 %

Billed Provider Hours

88,000

84,000

81,000

5 %

10 %

10 %

Total Care Interactions(3)

2,243,000

2,112,000

1,591,000

6 %

41 %

35 %

Third Quarter 2024 Business Highlights:

On July 10, 2024, the Company announced the approval of a historic $44 million project, Health Compass II, the largest DIGITAL project ever awarded to advance AI-powered tech enablement for care providers. This initiative, led by WELL and its consortium partners, aims to enhance AI and interoperability in Canadian healthcare. As the lead commercialization partner and first customer, WELL will provide expertise and interoperability, enabling the development of new AI tools to support healthcare providers and improve patient outcomes.

On July 17, 2024, the Company announced the launch of its AI-powered co-pilot for cardiologists, powered by HEALWELL AI, to improve the detection of cardiovascular disease (CVD). This co-pilot, an extension of the WELL AI Decision Support (WAIDS) product offering, will be deployed in WELL Diagnostic Centers, Canada’s largest cardiology and medical diagnostic group, across over 40 locations in Ontario. This initiative aims to assist cardiologists in identifying high-risk patients, enhancing early detection and management of CVD.

On August 13, 2024, the Company announced that its majority-owned subsidiary, Circle Medical, surpassed a $100 million USD revenue run rate, reporting $8.87 million in revenue for July 2024, reflecting 65% year-over-year growth. Circle Medical has been profitable on an Adjusted EBITDA basis for over 2.5 years and maintains a gross margin of approximately 55%.

On August 21, 2024, the Company announced that its majority-owned subsidiary, Wisp, surpassed one million patients served and achieved a revenue run rate of over CAD$100 million, based on July 2024 results. Wisp recorded USD$6.5 million in revenue for July, reflecting 30% year-over-year growth. Wisp also launched over ten new products in 2024, expanding its offerings in fertility, menopause, and at-home testing, while preparing for additional product launches.

On September 10, 2024, the Company announced the acquisition of three primary care clinics in British Columbia and definitive agreements to acquire four diagnostic imaging clinics in Alberta. WELL also reported a Pre-Tax Unlevered ROIC of 14% for its Canadian clinics business. The Company’s acquisition pipeline includes 5 signed LOIs representing $11.8 million in revenue.

Events Subsequent to September 30, 2024:

On October 17, 2024, the Company announced the launch of a comprehensive weight care vertical by its majority-owned subsidiary, Wisp. This new service provides personalized online consultations and access to four weight care solutions, including GLP-1 medications, to support women with hormonal imbalances such as perimenopause, menopause, PCOS, and endometriosis. Wisp also introduced its first over-the-counter weight-loss supplement designed to promote women’s metabolic health, further expanding its menopause care offerings. Wisp now serves over 1.2 million patients as it continues to enhance its women’s healthcare services.

On November 4, 2024, the Company announced the acquisition of Canadian clinical assets from Jack Nathan Medical Corp. including a network of 16 owned and operated clinics, which generated revenue of over $10 million in the past 12 months. The portfolio of owned and operated clinics is expected to operate profitably on an adjusted EBITDA basis in 2025, following immediate synergies with WELL’s shared services program and application of WELL’s clinic transformation program. WELL will also acquire 62 licensee clinics that generate approximately $2.2 million annually in high margin revenue and will become the model for WELL’s new ‘Affiliate Clinic’ business stream. On closing, WELL will acquire Jack Nathan’s rights to operate medical clinics in Walmart Canada stores, creating a platform to expand its network within Walmart Canada’s footprint of over 400 Canadian locations.

Outlook: 

WELL anticipates maintaining its strong performance through the remainder of 2024, with a strategic focus on enhancing operations for organic growth and profitability. The company continues to pursue capital-efficient growth opportunities while effectively managing costs to deliver robust growth and sustained cash flow to shareholders. Management is pleased to update its guidance, which includes only announced acquisitions:

  • Annual revenue for 2024 is projected to be in the range of $985 million to $995 million.
  • Adjusted EBITDA(2) for 2024 is projected to be in the upper half of $125 million to $130 million.
  • Adjusted Free Cashflow(2) available to shareholders is expected to be approximately $55 million, before the potential impact of increases in capital expenditures in Q4 and timing of tax payments. Management believes these capital expenditures to be a prudent use of cash given WELL’s strong cash flow generation.

WELL plans to advance its U.S. and Canadian Patient Services businesses through both organic and strategic growth, prioritizing capital efficiency. This approach will enable the company to optimize per share financial performance. In Canada, WELL aims to strengthen its market leadership as the nation’s premier pan-Canadian clinical network, offering a highly integrated, tech-enabled outpatient healthcare system. WELL is also committed to growing its WELL Provider Solutions or WPS business both organically and inorganically and demonstrating clear leadership in the Canadian healthcare IT landscape.

Leveraging its deep technological expertise and strategic relationship with HEALWELL AI, WELL is prioritizing investments in AI technologies, with plans to continue to develop and launch innovative products and enhancements across its provider and clinic network.

To boost operational efficiency and profitability, earlier this year WELL has implemented a cost optimization program, including staff restructuring and other cost-saving measures. The company’s strong organic growth and healthy cash flow position it well to continue executing its growth strategies while progressively reducing debt.

Conference Call:

WELL will hold a conference call to discuss its 2024 Third Quarter financial results on Thursday, November 7, 2024, at 1:00 pm ET (10:00 am PT). Please use the following dial-in numbers: 416-764-8650 (Toronto local), 778-383-7413 (Vancouver local), 1-888-664-6383 (Toll-Free) or +1-416-764-8650 (International).

The conference call will also be simultaneously webcast and can be accessed at the following audience URL: https://well.company/events.

Selected Unaudited Financial Highlights:

Please see SEDAR for complete copies of the Company’s condensed interim consolidated financial statements and interim MD&A for the quarter ended September 30, 2024.

Quarter ended

Nine months ended

September 30,
 2024

June 30,
2024

September
30,
 2023

September
30,
 2024

September
30,
 2023

$’000

$’000

$’000

$’000

$’000

Revenue

251,739

243,147

204,461

726,448

544,808

Cost of sales (excluding depreciation and amortization)

(139,487)

(135,766)

(110,225)

(404,595)

(273,580)

Adjusted Gross Profit(2)

112,252

107,381

94,236

321,853

271,228

Adjusted Gross Margin(2)

44.6 %

44.2 %

46.1 %

44.3 %

49.8 %

Adjusted EBITDA(2)

32,738

30,880

28,172

91,932

82,644

Net income (loss)

(75,752)

116,976

(4,482)

60,824

(17,125)

Adjusted Net Income (2)

12,996

12,107

12,862

46,406

41,536

Earnings (loss) per share, basic (in $)

(0.33)

0.45

(0.03)

0.19

(0.12)

Earnings (loss) per share, diluted (in $)

(0.33)

0.43

(0.03)

0.19

(0.12)

Adjusted Net Income per share, basic (in $) (2)

0.05

0.05

0.05

0.19

0.18

Adjusted Net income per share, diluted (in $)(2)

0.05

0.05

0.05

0.18

0.18

Reconciliation of net income (loss) to Adjusted EBITDA(2):

Net income (loss) for the period

(75,752)

116,976

(4,482)

60,824

(17,125)

Depreciation and amortization

17,476

17,307

15,449

51,343

44,012

Income tax expense (recovery)

1,087

(1,959)

(25)

(1,050)

2,056

Interest income

(255)

(279)

(114)

(772)

(429)

Interest expense

9,103

9,689

8,966

28,333

24,568

Rent expense on finance leases

(4,675)

(4,129)

(2,672)

(12,918)

(7,743)

Stock-based compensation

2,141

4,765

7,043

12,383

19,776

Foreign exchange gain

62

(72)

(539)

(42)

(888)

Time-based earnout expense

1,829

15

1,589

3,956

13,919

Change in fair value of investments

77,092

(116,327)

(53,192)

Gain on disposal of assets and investments

(33)

(7)

(11,317)

(1,524)

Share of net (income) loss of associates

1,832

(177)

102

2,719

290

Other items

753

753

1,798

Transaction, restructuring and integration costs expensed

2,831

4,318

2,862

10,912

3,934

Adjusted EBITDA(2) 

32,738

30,880

28,172

91,932

82,644

  Attributable to WELL shareholders

25,104

23,019

22,912

69,494

65,831

  Attributable to Non-controlling interests

7,634

7,861

5,260

22,438

16,813

Adjusted EBITDA(2)

  WELL Corporate

(5,368)

(5,320)

(4,933)

(15,455)

(13,914)

  Canada and others

14,036

13,032

12,110

41,542

34,857

  US operations

24,070

23,168

20,995

65,845

61,701

Adjusted EBITDA(2) attributable to WELL shareholders

  WELL Corporate

(5,368)

(5,320)

(4,933)

(15,455)

(13,914)

  Canada and others

13,743

12,645

12,044

40,635

34,352

  US operations

16,729

15,694

15,801

44,314

45,393

Adjusted EBITDA(2) attributable to Non-controlling interests

  Canada and others

293

387

66

907

505

  US operations

7,341

7,474

5,194

21,531

16,308

Reconciliation of net income (loss) to Adjusted Net income(2):

  Net income (loss) for the period

(75,752)

116,976

(4,482)

60,824

(17,125)

  Amortization of acquired intangible assets

11,294

11,361

11,734

34,175

33,484

  Time-based earnout expense

1,829

15

1,589

3,956

13,919

  Stock-based compensation

2,141

4,765

7,043

12,383

19,776

  Change in fair value of investments

77,092

(116,327)

(53,192)

  Share of net (income) loss of associates

1,832

(177)

102

2,719

290

  Other items

753

753

1,798

  Non-controlling interest included in net income (loss)

(5,440)

(5,259)

(3,124)

(15,212)

(10,606)

Adjusted Net Income (2)

12,996

12,107

12,862

46,406

41,536

Footnotes:

  1. Relates to revenue from continuing operations excluding the revenue impact from businesses divested in the prior periods.
  2. Non-GAAP Financial Measures

    In addition to results reported in accordance with IFRS, the Company uses certain non-GAAP financial measures as supplemental indicators of its financial and operating performance. These non-GAAP financial measures include Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted EBITDA attributable to WELL Shareholders/Non-controlling interests, Adjusted Net Income, and Adjusted Net Income Per Share (basic and diluted). The Company believes these supplementary financial measures reflect the Company’s ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business.

    Adjusted Gross Profit and Adjusted Gross Margin
    The Company defines Adjusted Gross Profit as revenue less cost of sales (excluding depreciation and amortization) and Adjusted Gross Margin as adjusted gross profit as a percentage of revenue. Adjusted gross profit and adjusted gross margin should not be construed as an alternative for revenue or net income (loss) determined in accordance with IFRS. The Company does not present gross profit in its consolidated financial statements as it is a non-GAAP financial measure. The Company believes that adjusted gross profit and adjusted gross margin are meaningful metrics that are often used by readers to measure the Company’s efficiency of selling its products and services.

    Adjusted EBITDA
    The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization less (i) net rent expense on premise leases considered to be finance leases under IFRS and before (ii) transaction, restructuring, and integration costs, time-based earn-out expense, change in fair value of investments, share of income (loss) of associates, foreign exchange gain/loss, and stock-based compensation expense, and (iii) gains/losses that are not reflective of ongoing operating performance. The Company considers Adjusted EBITDA to be a financial metric that measures cash flow that the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. Adjusted EBITDA should not be considered alternatives to net income (loss), cash flow from operating activities or other measures of financial performance defined under IFRS.

    Adjusted EBITDA Attributable to WELL Shareholders/Non-Controlling Interests
    The Company defines Adjusted EBITDA attributable to WELL Shareholders (or Shareholder EBITDA) and Adjusted EBITDA attributable to Non-controlling interests as the sum of the Adjusted EBITDA for each relevant legal entity multiplied by WELL’s or the non-controlling interests’ equity ownership, respectively.

    Adjusted Net Income and Adjusted Net Income Per Share, Basic and Diluted
    The Company defines Adjusted Net Income as net income (loss), after excluding the effects of stock-based compensation expense, amortization of acquired intangible assets, time-based earnout expense, change in fair value of investments, share of income (loss) of associates, and non-controlling interests. The Company revised its definition of Adjusted Net Income for the three and nine months ended September 30, 2024 to exclude share of income (loss) of associates. Comparative figures have been adjusted to conform to the current period definition. Adjusted Net Income Per Share is Adjusted Net Income divided by weighted average number of shares outstanding. The Company believes that these non-GAAP financial measures provide useful information to analyze our results, enhance a reader’s understanding of past financial performance and allow for greater understanding with respect to key metrics used by management in decision making. More specifically, the Company believes Adjusted Net Income is a financial metric that tracks the earning power of the business that is available to WELL shareholders.

    Adjusted Free Cashflow

    The Company defines Adjusted Free Cashflow as Adjusted EBITDA Attributable to Shareholders, less cash interest, less cash taxes and less capital expenditures.

    Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted EBITDA attributable to WELL Shareholders/Non-controlling interests, Adjusted Net Income, and Adjusted Net Income per Share (basic and diluted), and Adjusted Free Cashflow are not recognized measures for financial statement presentation under IFRS and do not have standardized meanings. As such, these measures may not be comparable to similar measures presented by other companies and should be considered as supplements to, and not as substitutes for, or superior to, the corresponding measures calculated in accordance with IFRS.

  3. Total Care Interactions are defined as Total Patient Visits plus Technology Interactions plus Billed Provider Hours.

WELL HEALTH TECHNOLOGIES CORP.
Per: “Hamed Shahbazi”
Hamed Shahbazi
Chief Executive Officer, Chairman and Director 

About WELL Health Technologies Corp.

WELL’s mission is to tech-enable healthcare providers. We do this by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL’s comprehensive healthcare and digital platform includes extensive front and back-office management software applications that help physicians run and secure their practices. WELL’s solutions enable more than 38,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with 185 clinics supporting primary care, specialized care, and diagnostic services. In the United States WELL’s solutions are focused on specialized markets such as the gastrointestinal market, women’s health, primary care, and mental health. WELL is publicly traded on the Toronto Stock Exchange under the symbol “WELL” and on the OTC Exchange under the symbol “WHTCF”. To learn more about WELL, please visit: www.well.company.  

Forward-Looking Statements

This news release may contain “Forward-Looking Information” within the meaning of applicable Canadian securities laws, including, without limitation: information regarding the Company’s goals, strategies and growth plans; expectations regarding continued revenue and EBITDA growth; the expected benefits and synergies of completed acquisitions; capital allocation plans in the form of more acquisitions or share repurchases; the expected financial performance as well as information in the “Outlook” section herein. Forward-Looking Information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-Looking Information generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-Looking Information involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the Forward-Looking Information and the Forward-Looking Information are not guarantees of future performance. WELL’s comments expressed or implied by such Forward-Looking Information are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL ‘s control, and undue reliance should not be placed on such information. Forward-Looking Information are qualified in their entirety by inherent risks and uncertainties, including: direct and indirect material adverse effects from the COVID-19 pandemic; adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedar.com, including its most recent Annual Information Form. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise.

This news release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about estimated annual run-rate revenue and Adjusted EBIDTA, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraph. The actual financial results of WELL may vary from the amounts set out herein and such variation may be material. WELL and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, WELL undertakes no obligation to update such FOFI. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about WELL’s anticipated future business operations on an annual basis. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.

Neither the TSX nor its Regulation Services Provider (as that term is defined in policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE WELL Health Technologies Corp.

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SYLOGIST Reports Third Quarter 2024 Results

Article content

15% SaaS Revenue Growth; Record Partner-Attached Bookings at 47%

Q3 2024 Financial Highlights1

  Revenue (in $ millions)  
SaaS Subscription Recurring Total
Reported Y/Y growth Reported Y/Y growth Reported Y/Y growth
$7.4 15.1% $10.9 9.4% $16.6 2.1%
  • SaaS ARR up 13% Y/Y to $29.2 million;
  • Total ARR up 8% Y/Y to $43.6 million;
  • SaaS NRR of 107%;
  • Bookings up 14% Y/Y and 32% Q/Q to $8.7 million;
  • Partner-attached Bookings up 52% Q/Q at 47% of overall Bookings;
  • Adjusted EBITDA margin of 25.3% or $4.2 million;
  • Gross profit margin of 60%;
  • RPO of $32.1 million.

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CALGARY, Alberta, Nov. 07, 2024 (GLOBE NEWSWIRE) — Sylogist Ltd. (TSX: SYZ) (“Sylogist” or the “Company”), a leading public sector SaaS company, today announced its results for the third quarter of fiscal 2024, ended September 30, 2024.

“Our Q3 performance further validates our successful transition to a SaaS-driven enterprise,” said Bill Wood, CEO of Sylogist. “We are ahead of our plan in terms of the contribution from our partner community, as evidenced by 47% of Bookings in the quarter being partner-attached, as well as the accelerating hand-off of project services relating to new implementations and customer upgrades to partners. These developments are very positive to see as it reflects that our focus on high-value SaaS ARR growth is achieving the desired results; and that we’re well positioned to scale the business, generate higher margins, create operating leverage, and drive increasing free cash flows. We’re also seeing increasingly balanced pipeline growth and bookings from our Sylogist Mission, Ed and Gov sectors which bodes well for expanded long term value creation.”

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Sylogist’s Board of Directors approved a dividend of $0.01 per share for shareholders of record on November 29, 2024, to be paid on December 11, 2024.

1 Comparisons to prior periods have been adjusted to reflect the divestiture of the Managed IT Services division.

Conference Call Details

The Company will host a conference call at 8:30 AM Eastern Time on November 7, 2024. A replay of the call will be archived in the investor section of the Company’s website.

Date: Thursday, November 7, 2024
Time: 8:30 a.m. EDT
Participant Toll-Free Dial-In Number: + 1-844-763-8274

Webcast link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=IbDoNKsR

Please dial-in before the start of the conference to secure a line and avoid delays.

About Sylogist

Sylogist provides mission-critical SaaS solutions to over 2,000 public sector customers globally across the government, non-profit, and education market segments. The Company’s stock is traded on the Toronto Stock Exchange under the symbol SYZ. Information about Sylogist, inclusive of full financial statements together with Management’s Discussion and Analysis, can be found at www.sedarplus.ca or at www.sylogist.com.

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Forward-looking Statements

This news release contains “forward-looking information” within the meaning of applicable securities legislation. Although the forward-looking information is based on what the Company believes are reasonable assumptions, current expectations, and estimates, investors are cautioned from placing undue reliance on this information since actual results may vary from the forward-looking information. Forward-looking information may be identified by the use of forward-looking terminology such as “believe”, “assume”, “intend”, “may”, “will”, “expect”, “estimate”, “anticipate”, “continue”, “could”, “can”, “outlook” or similar terms, variations of those terms or the negative of those terms, and the use of the conditional tense as well as similar expressions.

Such forward-looking information that is not historical fact, including statements based on management’s belief and assumptions, cannot be considered as guarantees of future performance. They are subject to a number of risks and uncertainties, including but not limited to future economic conditions, the markets that the Company serves, the actions of competitors, major new technological trends, and other factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. The Company undertakes no obligation to update publicly any forward-looking information whether because of new information, future events or otherwise other than as required by applicable legislation. Important risk factors that may affect these expectations include, but are not limited to, the factors described under the section “Risks and Uncertainties” found in the Company’s Annual Information Form for the fiscal period ended December 31, 2023, and in the Management’s Discussion and Analysis for the quarters ended September 30, 2023, December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024 and other documents available on the Company’s profile at www.sedarplus.ca.

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Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about: (i) competitive environment; (ii) operating risks; (iii) the Company’s management and employees; (iv) capital investment by the Company’s customers; (v) customer project implementations; (vi) liquidity; (vii) current global financial and geopolitical conditions; (viii) implementation of the Company’s commercial strategic plan; (ix) credit;
(x) potential product liabilities and other lawsuits to which the Company may be subject; (xi) additional financing and dilution; (xii) market liquidity of the Company’s common shares; (xiii) development of new products; (xiv) intellectual property and other proprietary rights; (xv) acquisition and expansion; (xvi) foreign currency; (xvii) interest rates; (xviii) technology and regulatory changes; (xix) internal information technology infrastructure and applications and (xx) cyber security. Certain information set out herein may be considered as “financial outlook” within the meaning of applicable securities laws. The purpose of this financial outlook is to provide readers with disclosure regarding Sylogist’s reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook may not be appropriate for other purposes.

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Non-IFRS Financial Measures

This news release refers to certain non-IFRS measures. These non-IFRS measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similarly titled measures reported by other companies. These measures are provided as additional information to complement measures under IFRS by providing further understanding of the Company’s expected results of operations from management’s perspective. Accordingly, such measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. Remaining Performance Obligation (“RPO”), Bookings, Adjusted EBITDA, Adjusted EBITDA Margin, Annualized Recurring Revenue (“ARR”), Software as a Service (“SaaS”) ARR, and SaaS Net Revenue Retention (“SaaS NRR”), are non-IFRS financial measures.

  • RPO generally refers to the value of contracted revenue that is not yet recognized to revenue. The Company defines RPO as the sum of its deferred revenue in addition to the total value of un-invoiced SaaS and project services bookings. Unlike ARR which has a one-year time horizon, RPO can include multiple years of contracted SaaS subscriptions.
  • Bookings refers to the total value of customer accepted contracts during the reporting period. This includes SaaS bookings (the value of SaaS contracts for the entire contracted term) and the project services bookings (the full value of contracted project services).
  • Adjusted EBITDA is calculated as earnings before interest expense, interest income, income taxes, depreciation and amortization, stock-based compensation, foreign exchange gains/losses and the impact of acquisition and restructuring.
  • Adjusted EBITDA Margin refers to Adjusted EBITDA as a percentage of revenue.
  • ARR is defined as the annualized value of contractually committed SaaS and maintenance and support services. This quantification assumes that customers will renew the contractual commitment on a periodic basis as they come up for renewal unless the customer has notified the Company of its intention to cancel. This portion of the Company’s revenue is predictable and stable.
  • SaaS ARR refers to ARR attributable to SaaS customer contracts.
  • SaaS NRR refers to the percentage of beginning of period ARR retained over a given 12-month period inclusive of the impact of contractions, losses and the impact of any additional expansion revenues from customer upgrades within the existing customer base. The Company’s calculation of SaaS NRR includes the impact of customers converting from its maintenance and support offerings to its SaaS offerings

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RPO, Bookings, Adjusted EBITDA, Adjusted EBITDA Margin, ARR, SaaS ARR, and SaaS NRR are provided to investors as alternative methods for assessing the Company’s operating results in a manner that is focused on the Company’s ongoing operations and to provide a more consistent basis for comparison between periods. These measures should not be construed as alternatives to profit or cash flow from operating activities determined in accordance with IFRS as an indicator of the Company’s performance.

For further information regarding non-IFRS measures used by the Company, please refer to a copy of the Financial Statements and Management’s Discussion and Analysis of the Company, copies of which are available on Sylogist’s SEDAR profile at www.sedarplus.ca.

Currency and Rounding
All amounts in this Press Release are expressed in millions of Canadian dollars unless otherwise stated. All percentage variations expressed herein have been calculated based on variations resulting from numbers expressed in millions. Any potential differences from similarly calculated percentages in the Company’s Financial Statements and Management’s Discussion and Analysis are due to rounding and are nonmaterial.

For further information contact:
Sujeet Kini, Chief Financial Officer
Sylogist Ltd.

Jennifer Smith, Investor Relations
LodeRock Advisors

ir@sylogist.com
(416) 491-8004


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PyroGenesis Announces 2024 Third Quarter Results

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Total Quarterly Revenue of $4 million, up 9% year-over-year.
Record Backlog of $54.9 million.
Gross Margin of 42%.
Cost-Cutting Results in Over $3 Million in Recurring Annual Savings.

Continued Momentum in Military, Aerospace, and Waste Destruction Businesses

MONTREAL, Nov. 06, 2024 (GLOBE NEWSWIRE) — PyroGenesis Canada Inc. (“PyroGenesis”) (http://pyrogenesis.com) (TSX:PYR) (OTCQX:PYRGF) (FRA:8PY), a high-tech company 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 its financial and operating results for the third quarter ended September 30, 2024.

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“2024 continues to demonstrate favourable momentum for PyroGenesis, both for revenue as well as for revenue backlog from our order book, which surged to a new all-time high at quarter’s end because of continued confidence by recurring military and aerospace customers, and sustained interest in waste remediation – furthering 2023’s resurgence of that business line,” said P. Peter Pascali, President and CEO of PyroGenesis. “The sequential revenue progress seen so far in 2024 has resulted in three consecutive quarters of year-over-year growth, with five of the last six quarters exceeding the previous quarter. And we’ve done this while cutting costs significantly.”

“Our third quarter 2024 results, with revenue up and costs way down, reflect the investments we’ve made in cost-cutting initiatives, a disciplined focus on operational efficiency, and of course the execution of our strategy that deploys our expertise in ultra-high temperature applications to multiple industries around the world. As we continue to grow revenue quarter to quarter while simultaneously reducing costs, we put ourselves in an even better position to expand market share over the long-term as energy transition and emission reduction efforts expand,” added Mr. Pascali. “With an escalating demand for significantly higher plasma torch power levels, as evidenced by our post-quarter end contract announcement of a $27 million 20MW plasma torch order, we are entering a new growth phase for plasma applications, and we will work diligently to ensure that the appropriate operational stage is set to unlock multi-year growth trajectories.”

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PyroGenesis is also announcing that its name has changed from PyroGenesis Canada Inc. to PyroGenesis Inc. Additionally, the Company is pleased to announce that it has moved its headquarters to a larger office location in downtown Montreal. More information on the changes to the company name and headquarters is located further below.

KEY Q3 2024 FINANCIAL HIGHLIGHTS

  • Revenue of $4 million, up 9% vs. Q3 2023, the 3rd straight quarter of year-over-year growth
  • All-time High Revenue (Order) Backlog of $54.9 million of signed and/or awarded contracts as at November 6, 2024, reflecting rapid acceleration in the power needs for military, space exploration, and the heavy industry sectors undergoing energy transitioning
  • Gross margin of 42%, a 13-point improvement from Q2 and 12-point improvement YOY
  • EPS loss of $0.02, net loss of $3.9 million, an improvement of 38% compared to $6.3 million loss during the same quarter a year ago

SUBSEQUENT EVENTS

  • Post quarter end, in October 2024 [news release dated October 21, 2024], the Company announced a contract valued at approximately $27 million for the development of a plasma torch system powered at 20 megawatts, from an existing U.S. client which provides technology and test services geared to solving critical defense, military, aeronautics, and space exploration challenges. The client, which previously ordered a 4.5MW plasma torch system from PyroGenesis in August 2023 [news release dated August 1, 2023], regularly serves as a prime contractor for the U.S. government. A plasma torch at this 20 megawatts power level, based on PyroGenesis’ own research, represents one of the most powerful (if not the most powerful) plasma torches ever produced commercially. The project was expected to start within 30 days of the news release, with an estimated duration of 3 years.
  • Post quarter end, in October 2024 [news release dated October 31, 2024], the Company provided an update on the Repriced Warrants. As a result of the repricing, 1,457,500 of the Repriced Warrants have been exercised, for total proceeds to the Company of $1,093,125.

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Q3 2024 PRODUCTION AND SALES HIGHLIGHTS

Q3 2024 continued the positive revenue growth trend that began in Q2 2023. Q3 2024 marks the 6th straight quarter of revenue improvement compared to the low revenue mark of Q1 2023, with five of those six quarters – including this Q3 2024 – surpassing the previous quarter’s revenues:

Q3 2024 PRODUCTION AND SALES HIGHLIGHTS

The Company operates primarily within three business verticals that align with economic drivers that are key to global heavy industry:

  1. Energy Transition & Emission Reduction:

  • fuel switching, utilizing the Company’s electric-powered plasma torches and biogas upgrading technology to help heavy industry reduce fossil fuel use and greenhouse gas emissions,

  2. Commodity Security & Optimization:

  • recovery of viable metals, and optimization of production methods/processes geared to increase output, maximize raw material usage, and improve the availability of critical minerals,

  3. Waste Remediation:

  • safe destruction of hazardous materials, and the recovery and valorization of underlying substances such as chemicals and minerals.

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Within each vertical the Company offers a selection of solutions at different stages of commercialization:

Solution Ecosystem

The information below represents highlights from the past quarter for each of the Company’s main business verticals.

Energy Transition & Emission Reduction

  • In September, the Company acknowledged that EarthGrid, a plasma tunnel-boring technology and infrastructure development company, was its client, as part of an announcement congratulating EarthGrid on its signing of a joint venture with Enertech, a Kuwait-based investment entity, to deploy infrastructure projects in four phases across the United States, Europe and the Middle East. According to EarthGrid’s own announcement on September 17, 2024, the first two phases of the projects consist of an estimated US$18 billion in US infrastructure projects. Previously, in a press release date January 16, 2020, PyroGenesis had announced that it had received a $667,000 non-refundable down payment under a master agreement for multi-year multi-plasma torch purchases from an undisclosed client, now revealed as EarthGrid. At the time of this earlier announcement, EarthGrid’s name was withheld for competitive and confidentiality reasons.
  • Post quarter end, in October 2024 [news release dated October 21, 2024], the Company announced a contract valued at approximately $27 million for the development of a plasma torch system powered at 20 megawatts, from an existing U.S. client which provides technology and test services geared to solving critical defense, military, aeronautics, and space exploration challenges. The client, which previously ordered a 4.5MW plasma torch system from PyroGenesis in August 2023 [news release dated August 1, 2023], regularly serves as a prime contractor for the U.S. government. A plasma torch at this 20 megawatts power level, based on PyroGenesis’ own research, represents one of the most powerful (if not the most powerful) plasma torches ever produced commercially. The project was expected to start within 30 days of the news release, with an estimated duration of 3 years.

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Commodity Security & Optimization

  • In July, the Company announced that HPQ Polvere had signed a letter of intent with Evonik Corporation, a global specialty chemicals company. HPQ Polvere’s primary initiative is the Fumed Silica Reactor (FSR) project that PyroGenesis has been designing, engineering, and constructing to convert quartz into fumed silica in a single and eco-friendly step. PyroGenesis previously announced in a press released dated May 30, 2024, its intent to exercise its right to convert its annual royalty rights into a 50% ownership stake of HPQ Polvere pursuant to a design and development agreement. The objective of HPQ Polvere’s letter of intent with Evonik is to outline the basis of collaboration during the FSR pilot scale phase with the goal to validate the ability of the FSR to produce low-cost, low-carbon material acceptable to Evonik’s specifications.
  • In September, the Company announced the signing of a $1 million first-phase contract with an entity engaged in the production of graphite, for which PyroGenesis will design and deliver a customized pilot-scale plasma reactor and associated testing system. Upon the successful completion of the first phase, the next step would be negotiation of a contract for the development of a full-scale graphite production plant for which PyroGenesis has exclusive rights. Additionally, PyroGenesis has negotiated a 10% royalty on future gross revenues generated from an initial commercial graphite production plant built by the client, and a 5% royalty on any subsequent plants. Graphite is a critical mineral widely used across manufacturing.

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Waste Remediation

  • In July, the Company announced the signing of a 2-stage contract for a land-based plasma waste-to-energy system with a European consortium. The first stage consists of a conceptual and preliminary design phase for approximately $2 million, which commenced in Q3 2024 and is scheduled to last no more than one year. The design phase will determine the order of magnitude cost estimate of the system construction, expected to range between $120-160 million depending on the system’s capacity and other details. The design of the Plasma Waste-to-Energy System is based on the Company’s Plasma Resource Recovery System (PRRS), a waste-to-energy technology that eliminates toxic compounds while transforming waste into reusable products such as syngas and chemicals such as methanol.
  • Post quarter end, in October 2024 [news release dated October 10, 2024], the Company announced the receipt of a purchase order of approximately $1,015,000 for after-sales component production related to the US Navy aircraft carrier contract. The components are scheduled to be produced and delivered to the client by March 2025.

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Q3 2024 FINANCIAL HIGHLIGHTS

  • Through the quarter and most of 2024, the Company continued to monitor its selling, general and administrative expenses in order to maximize savings and reduce expenses. A year-to-date savings of over $3 million was realized mainly from a change in the directors’ and officers’ insurance, a reduction in professional fees, consulting and other expenses, along with adjustments to staffing and optimal use of employees. These are savings the Company will benefit from every year going forward.
  • In July, the Company announced a repricing of up to 4,107,850 existing common share purchase warrants (the “Repriced Warrants”), wherein the exercise price of those Repriced Warrants was reduced to $0.75 per share. Of the Repriced Warrants, (i) 697,500 warrants were to expire 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. The Repriced Warrants were also amended to provide that if at any time before their expiry date, the closing price of the Company’s Common Shares on the Toronto Stock Exchange (“TSX”) is greater than $0.9375 (such amount being 125% of $0.75) over any 5 consecutive trading days, the Company will be entitled, within 15 days of the occurrence of such event, to accelerate the expiry date of the Repriced Warrants to the date that is 30 days following the date that notice of such acceleration is provided.
  • In July, the Company announced the closing of a $2.8 million non-brokered private placement consisting of the issuance and sale of 3,505,750 units at a price of $0.80 per unit. Each unit consists if one common share of PyroGenesis, and one common share purchase warrant, entitling the holder to purchase one common share at a price of $1.20 during the twelve months following the closing date of the private placement.
  • Post quarter end, in October 2024 [news release dated October 31, 2024], the Company provided an update on the Repriced Warrants. As a result of the repricing, 1,457,500 of the Repriced Warrants have been exercised, for total proceeds to the Company of $1,093,125.

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Q3 2024 OPERATIONAL HIGHLIGHTS

  • In July, the Company announced purchase of 100% control of Drosrite International, a US-based private company, for $1.00. Drosrite International had already been, on an accounting basis, a subsidiary of the Company, but legally a stand-alone entity. An exclusive agreement was entered into between PyroGenesis and Drosrite International on August 29, 2019, under which Drosrite International received the required rights from PyroGenesis to manufacture, market, sell and distribute Drosrite™ systems and technology to the Kingdom of Saudi Arabia, and certain other countries in the Middle East.
  • In July, the Company announced that its subsidiary Drosrite International LLC was renamed PyroGenesis International LLC.

CORPORATE NAME AND ADDRESS CHANGE

PyroGenesis’ corporate name has changed from PyroGenesis Canada Inc. to PyroGenesis Inc. Simultaneously, the French version of its name has changed from PyroGènese Canada Inc. to PyroGènese Inc.

“This change to our name is a subtle but indicative change,” noted Mr. Pascali. “With sales across 21 countries and counting, this name change is part of an initiative to better express in all areas of communication that we are an internationally focused company with global reach.”

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PyroGenesis Inc. Map

This name change does not involve any restructuring, change of control, or other corporate reorganization. This decision solely pertains to a more inclusive and internationally resonant brand image. The name change does not affect trading of the Company’s shares. The shares will continue to trade on the TSX under the symbol PYR and through the OTCQX under the symbol PYRGF. It is currently expected that the new corporate name will be effective on the Canadian and US capital markets as of November 11, 2024, with no change to the stock symbols.

Additionally, the Company is pleased to announce that it has recently moved its headquarters to a larger office location in downtown Montreal. The move comes as a result of the Company having outgrown its previous headquarters after more than 30 years in Montreal’s historic Griffintown neighbourhood. The new office location resides in the heart of downtown near Montreal Central Station, the Queen Elizabeth Hotel, and the Bell Centre arena (home of the Montreal Canadiens), and provides more modern amenities and a smarter office layout, while also providing easier access for employees and customers that use public transit.

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PyroGenesis’ new corporate headquarters are located at 1100 René-Lévesque Boulevard West, Montréal, Québec, Suite 1825, H3B 4N4. Phone numbers will remain the same, with 514-937-0002 as the main line.

FINANCIAL SUMMARY

1. Revenues

PyroGenesis recorded revenue of $4.0 million in the third quarter of 2024 (“Q3, 2024”), representing an increase of $0.3 million compared with $3.7 million recorded in the third quarter of 2023 (“Q3, 2023”). Revenue for the nine-month period ended September 30, 2024, was $11.4 million, an increase of $2.1 million over revenue of $9.3 million in the same period of 2023.

Revenues recorded in the three and nine-months ended September 30, 2024, were generated primarily from:

    Three months ended September 30 Variation
  Nine months ended September 30 Variation
    2024
2023 2024 vs 2023
  2024
2023 2024 vs 2023
High purity metallurgical grade silicon & solar grade silicon from quartz (PUREVAP™)   221,627   415,415   (193,788 )   717,861   1,388,854   (670,993 )
Aluminium and zinc dross recovery (DROSRITE™)   503,230   118,745   384,485     1,493,918   324,296   1,169,622  
Development and support related to systems supplied to the U.S. Navy   344,540   1,003,592   (659,052 )   1,626,149   2,168,820   (542,671 )
Torch-related products and services   1,310,709   950,290   360,419     4,979,766   2,682,979   2,296,787  
Refrigerant destruction (SPARC™)   705,027   104,784   600,243     956,918   360,075   596,843  
Biogas upgrading and pollution controls   691,941   768,396   (76,455 )   899,950   1,419,362   (519,412 )
Other sales and services   225,615   324,503   (98,888 )   753,621   972,440   (218,819 )
Revenue   4,002,689   3,685,725   316,964     11,428,183   9,316,826   2,111,357  

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Q3, 2024 revenues increased by $0.3 million, mainly as a result of:

  • PUREVAP™ related sales generated revenue of $0.2 million, a decrease of $0.2 million compared to Q3, 2023 due to the completion of the project and with the successful silicon “pour” previously announced by the Company. As a result, minimal revenue was forecasted and realized in the current quarter,
  • DROSRITE™ related sales increased by $0.4 million due to the rise in active client site trials across Europe, increased spare parts orders from existing clients, and higher revenue from storage and other ancillary revenue and transportation related to the DROSRITE units, at the request of the client,
  • Development and support related to systems supplied to the U.S Navy decreased by $0.7 million compared to Q3, 2023, due to the current stage of the project, whereas, in the comparable period, significant advancement was made related to inspection, packaging and shipment of the equipment to our customer in order to move forward with installation and commissioning,
  • Torch-related products and services increased by $0.4 million, due to the continued progress on the significant projects related to our 4.5MW and 1MW torch systems, and additional recurring monthly 24/7 onsite support,
  • SPARC™ related sales increased by $0.6 million, due to substantial advancements in fabrication, assembly, and delivery preparation, installation and commissioning scheduled for early 2025.
  • Biogas upgrading and pollution controls generated revenue of $0.7 million, a decrease of $0.1 million compared to Q3, 2023, due to the nature and status of the projects.

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During the nine-month period ended September 30, 2024, revenues varied by $2.1 million, mainly as a result of:

  • PUREVAP™ related sales decreased to $0.7 million due to the completion of the project and current project phase, whereby lower revenue was expected,
  • DROSRITE™ related sales increased to $1.2 million due to additional site trials for customers and the increase in spare parts orders from existing clients and the increase in storage revenue, other ancillary revenue and transportation related to the DROSRITE units,
  • Development and support related to systems supplied to the U.S Navy decreased by $0.5 million due to the current stage of the project, with the advancements contingent upon the client’s inspections scheduled for Q4, 2024, partially offset, by the increase in awarded contracts for spare parts and engineering services from clients that are third-party suppliers of the US Navy,
  • Torch-related products and services increased by $2.3 million, due to the Company providing continuous 24/7 onsite support and the significant progress related to the current ongoing torch systems projects,
  • SPARC™ related sales increased by $0.6 million, due to significant advancements, particularly the completion of long-lead major equipment, with focus now on preparing for installation and commissioning at the client’s facility,
  • Biogas upgrading and pollution controls related sales decreased by $0.5 million due to a decrease in project volume,

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As of November 6, 2024, revenue expected to be recognized in the future related to backlog of signed and/or awarded contracts is $54.9 million. Revenue will be recognized as the Company satisfies its performance obligations under long-term contracts, which is expected to occur over a maximum period of approximately 3 years.

2. Cost of Sales and Services and Gross Margins

Cost of sales and services were $2.3 million in Q3, 2024, representing a decrease of $0.3 million compared to $2.6 million in Q3, 2023, primarily attributable to a $0.6 million reduction in direct materials, totaling $0.9 million, and a $0.2 million decrease in amortization of intangible assets, compared to $1.5 million and $0.2 million, respectively for the three-month period ended September 30, 2023. The decrease in direct materials is related to the decrease in recognition of costs related to the Company’s DROSRITE™, PUREVAP™, and Biogas upgrading and pollution controls product lines, offset by the recognition of costs from the completion of the power supplies required for the Company’s high-powered torch systems. However, the decrease was offset by the increase in employee compensation of $0.1 million increasing to $0.9 million (three-month period ended September 30, 2023 – $0.8 million), an increase of $0.2 million in subcontracting (three-month period ended September 30, 2023 – $0.1 million), attributed to additional work being subcontracted and the product mix related to the cost of sales and the increase in manufacturing overhead and other of $0.2 million, to $0.4 million (three-month period ended September 30, 2023 – $0.2 million).

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The gross profit for Q3, 2024 was $1.7 million or 42% of revenue compared to a gross profit of $1.1 million for Q3, 2023, representing 30% of revenue. The increase in gross margin percentage was mainly due to the decrease on direct materials costs, and amortization of intangible assets.

During the nine-month period ended September 30, 2024, cost of sales and services were $7.9 million, an increase from $6.6 million for the same period in the prior year. The $1.3 million increase is primarily driven by a $1.4 million rise in direct materials related to the recognized costs of substantial items, namely power supplies. Employee compensation and manufacturing overhead and other increased by $0.2 million and $0.1 million, to $2.8 million and $0.9 million, respectively (nine-month period ended September 30, 2023 – $2.6 million and $0.8 million). This increase was partially offset by the decrease in amortization of intangible assets of $0.5 million to $0.1 million compared to $0.7 million for the same period in the prior year.

The amortization of intangible assets for Q3, 2024 was $0.02 million compared to $0.2 million for Q3, 2023, and during the nine-month period ended September 30, 2024, was $0.1 million compared to $0.7 million for the same period in the prior year. This expense variation relates mainly to the intangible assets in connection with the Pyro Green-Gas acquisition, which have been fully amortized by January 2024. These expenses were non-cash items, and the remaining intangible assets are composed of patents, and deferred development costs that will be amortized over the expected useful lives.

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As a result of the type of contracts being executed, the nature of the project activity, as well as the composition of the cost of sales and services, the mix between labour, materials and subcontracts may be significantly different. In addition, due to the nature of these long-term contracts, the Company has not necessarily passed on to the customer, the increased cost of sales which was attributable to inflation, if any. The costs of sales and services are in line with management’s expectations and with the nature of the revenue.

3. Selling, General and Administrative Expenses

Included within Selling, General and Administrative expenses (“SG&A”) are costs associated with corporate administration, business development, project proposals, operations administration, investor relations and employee training.

SG&A expenses for the third quarter of 2024 amounted to $5.0 million, reflecting a decrease of $2.6 million from Q3, 2023. This reduction is primarily attributed to several key factors. The expected credit loss and bad debt experienced a decrease of $2.0 million, primarily due a reduction in provisioned outstanding receivable. Additionally, professional fees were reduced by $0.3 million from the three-month period ended September 30, 2023, due to decreased reliance on external consultants, legal services, and other professional services. Other expenses showed a favorable variance of $0.3 million, driven by reductions in insurance expenses and marketing costs and an increase of $0.2 million in government grants due to higher levels of activities supported by such grants. The decreases were partially offset by the negative impact of $0.3 million due to changes in the foreign exchange charge on materials due to the variation of the U.S. dollar and the increase of employee compensation of $0.3 million from $2.1 million to $2.4 million for the three-month period ended September 30, 2024.

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During the nine-month period ended September 30, 2024, SG&A expenses totaled $9.7 million, a significant decrease of $11.8 million from $21.6 million for the same period in the prior year. The key factors contributing to this decrease include the expected credit loss and bad debt provision, which varied favourably by $8.2 million. This was caused by the payment received from a customer whose balance was provisioned, and to higher credit loss expense recognized in Q3, 2023. Professional fees saw a significant reduction of $1.2 million due to less reliance on external consultants, legal services, and other professional services. Other expenses decreased by $1.0 million, as well, due to a favorable impact of $0.3 million on the foreign exchange charge on materials due to the variation of the U.S. dollar.

Share-based compensation expense for the three and nine-month periods ended September 30, 2024, was $0.2 million and $1.0 million, respectively (three and nine-month periods ended September 30, 2023 – $0.7 million and $2.4 million, respectively), a decrease of $0.5 million and $1.4 million respectively, which is a non-cash item and relates mainly to 2022, and 2023 grants not repeated in 2024.

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Share-based payments expenses as explained above, are non-cash expenses and are directly impacted by the vesting structure of the stock option plan whereby options vest between 10% and up to 100% on the grant date and may require an immediate recognition of that cost.

4. Depreciation on Property and Equipment

The depreciation on property and equipment for the three and nine-month periods ended September 30, 2024, decreased to $0.09 million and $0.3 million, respectively, compared with $0.2 million and $0.5 million for the same periods in the prior year. The expense is comparable to the same quarters last year and the decrease is primarily due to the nature and useful lives of the property and equipment being depreciated.

5. Research and Development (“R&D”) Costs, net

During the three-months ended September 30, 2024, the Company incurred $0.2 million of R&D costs on internal projects, a decrease of $0.5 million when compared to Q3, 2023. The decrease in Q3, 2024 is primarily related to a decrease in employee compensation and in materials and equipment due to a reduction in R&D activities.

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During the nine-months ended September 30, 2024, the Company incurred $0.7 million of R&D costs on internal projects, a decrease of $1.0 million when compared to the same period in the prior year. The decrease is mainly due to lower levels of R&D activities in the 2024 period.

In addition to internally funded R&D projects, the Company also incurred R&D expenditures during the execution of client funded projects. These expenses are eligible for Scientific Research and Experimental Development (“SR&ED”) tax credits. SR&ED tax credits on client funded projects are applied against cost of sales and services (see “Cost of Sales” above).

6. Finance Expenses (income), net

Finance expenses for Q3, 2024 totaled $0.3 million as compared with to $0.2 million for Q3, 2023, representing a variation of $0.1 million year-over-year. The increase in finance expenses in Q3, 2024 is mainly due to the increase in interest accretion on the balance due on the business combination of $0.1 million and the increase in interest and accretion related to the convertible loan, whereby this loan was only issued in December 2023.

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During the nine-month period ended September 30, 2024, the finance expenses totaled $0.9 million as compared with an income of $1.6 million for the 2023 comparable period, representing a variation of $2.5 million year-over-year. This is caused by the 2023 favourable revaluation of the balance due on business combination due to two milestones that would not be achieved, thus a reversal of the liabilities was recorded. In addition, greater financial expenses were due to the interest and accretion for the convertible debenture and convertible loan, which were only outstanding for portion of 2023.

7. Strategic Investments

During the three-months ended September 30, 2024, the adjustment to fair market value of strategic investments for Q3, 2024 resulted in a gain of $0.04 million compared to a gain in the amount of $1.2 million in Q3, 2023, a favorable variation of $1.2 million. During the nine-months ended September 30, 2024, the adjustment to fair market value of strategic investments resulted in a loss of $0.2 million compared to a gain in the amount of $0.2 million for the same period in the prior year, a variation of $0.4 million. The decrease in variations for the three and nine-month periods ended September 30, 2024, is attributable to the variation of the market value of the common shares owned by the Company of HPQ Silicon Inc.

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8. Other Income

During the nine-months ended September 30, 2024, Other Income includes a gain on settlement of legal proceedings with a third party which was also a customer of the Company’s subsidiary, Pyro Green-Gas. As a result, the Company received a settlement of $1.5 million and recognized a gain of $1,180,335, included in Other Income, and the remainder as a reduction of accounts receivable.

9. Comprehensive loss

The comprehensive loss for Q3, 2024 of $3.9 million compared to a loss of $6.3 million, in Q3, 2023, represents a favourable variation of $2.3 million, and is primarily attributable to the factors described above, which have been summarized as follows:

  • an increase in product and service-related revenue of $0.3 million arising in Q3, 2024, which generated a 42% gross margin, compared to 30% in Q3, 2023. As a result, gross profit is $1.7 million compared to $1.1 million for the same three-month period ended September 30, 2024,
  • a decrease in SG&A expenses of $2.6 million arising in Q3, 2024, was primarily due to the expected credit loss and bad debt decrease, and also to lower professional fees, other expenses and increase in government grants. This was offset by increases in employee compensation, depreciation of right-of-use assets, and an unfavourable impact due to changes in the foreign exchange charge on materials,
  • a decrease in share-based expenses of $0.5 million,
  • a decrease in R&D expenses of $0.5 million due to a reduction of R&D activities,
  • an increase in net finance expenses primarily due the interest and accretion on the convertible debentures, convertible loan and balance due on the business combination,
  • a variation in the fair market value of strategic investments of $1.2 million.

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The comprehensive loss for the nine-month period ended September 30, 2024, of $6.9 million compared to a loss of $18.7 million, for the same period in the prior year, represents a significant reduction of $11.9 million, and is primarily attributable to the factors described above, which have been summarized as follows:

  • an increase in product and service-related revenue of $2.1 million, which generated a 31% gross margin, compared to 29% in 2023. As a result, gross profit is $3.6 million compared to $2.7 million for the same nine-month period of 2023,
  • a decrease in SG&A expenses of $11.8 million was primarily due to the favourable impact of the expected credit loss and bad debt decrease and also to the decrease in professional fees, travel, depreciation of property, other expenses and foreign exchange,
  • a decrease in share-based expenses of $1.4 million
  • a decrease in R&D expenses of $1.0 million primarily due to decreased R&D activities,
  • an increase in net finance expenses primarily due to the revaluation of balance due on business combination of $2.1 million in 2023 not repeated in 2024 and in the increase of accretion and interest on the convertible debentures and convertible loan,
  • a variation in the fair market value of strategic investments of $0.4 million.

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10. Liquidity and Capital Resources

As at September 30, 2024, the Company had cash of $0.04 million, included in the net working capital deficiency of $10.4 million. Certain working capital items such as billings in excess of costs and profits on uncompleted contracts do not represent a direct outflow of cash. The Company expects that with its liquidity position and its access to capital markets it will be able to finance its operations for the foreseeable future.

The Company’s term loan balance at September 30, 2024 was $303,127 and decreased by $100,952 since December 31, 2023, due mainly to the complete reimbursement of a loan. The decrease from January 1, 2023, to December 31, 2023 was mainly attributable to the accretion on the Economic Development Agency of Canada loan, which is interest free and will remain so, until the balance is paid over the 60-month period ending March 2029. In July 2023, the Company closed a brokered private placement for $3,030,000, bearing interest at 10%. On December 20, 2023, the Company closed a non-brokered private placement of a convertible loan for gross proceeds of $1,250,000 and bears interest at 3%. The average interest expense on the other term loans and convertible debenture is approximately 10%. The Company does not expect changes to the structure of term loans and convertible debentures and loans in the next twelve-month period. The Company maintained one credit facility which bears interest at a variable rate of prime plus 2%, therefore 8.45% at September 30, 2024. The Company will continue to reimburse the existing credit facility in 2024.

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OUTLOOK

Consistent with the Company’s past practice, and in view of the early stage of market adoption of our core lines of business, the Company is not providing specific revenue or net income (loss) guidance for 2024.

The following is an outline of the many factors that impact the Company’s strategy and future success, plus key developments that are expected to impact subsequent quarters.

Overall Strategy

PyroGenesis provides technology solutions to heavy industry that leverage the Company’s expertise in ultra-high temperature processes. The Company has evolved from its early beginnings as a specialty-engineering firm to being a provider of a robust technology eco-system for heavy industry that helps address key strategic goals.

The Company believes its strategy to be timely, as multiple heavy industries are committing to major carbon and waste reduction programs at the same time as many governments are increasingly supportive – from both a policy and financial perspective – of environmental technologies and infrastructure projects. Additionally, both industry and government are developing strategies to ensure the availability of critical minerals during the coming decades of
increased output demand.

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While there can be no guarantees, the Company believes the evolution of its strategy beyond greenhouse gas emission reduction, to an expanded focus that encapsulates the key verticals listed in the section “Q3 2024 Production and Sales Highlights”, both (i) improves the Company’s chances for success while (ii) also providing a clearer picture of how the Company’s wide array of offerings work in tandem to support heavy industry goals.

PyroGenesis’ market opportunity is significant, as major industries such as aluminum, steelmaking, manufacturing, cement, chemicals, defense, aeronautics, and government seek factory-ready, technology-based solutions to help steer through the challenging landscape of increasing demand, tightening regulations, and material availability.

As more of the Company’s offerings reach full commercialization, PyroGenesis will remain focused on attracting influential customers in broad markets while at the same time ensuring that operating expenses are controlled to achieve profitable growth.

Key Performance Indicators

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The Company uses key performance indicators (KPIs) to monitor, analyze, and optimize organizational output and performance, with KPIs specific to different parts of its production and manufacturing (such as cycle time, capacity utilization, yield, changeover time, and scrap), plus a different set of KPIs designed to evaluate the broader corporate results and uptake, identify trends affecting the business, and make strategic decisions. This latter category of KPIs includes:

Industry Depth: number of customers within an industry and/or amount and % of revenue from that industry. To date, the Company’s greatest depth has been with the aluminum, military, and government industries.

New Industry Engagement: as the energy transition and carbon/GHG-reduction trends grow, more industries are realizing the benefit of using PyroGenesis’ technology. Over the past five years the Company has begun to penetrate the mining and metal, iron ore, aerospace, automotive, general parts manufacturing, steel, materials (especially silica and silicon), chemical, and cement industries, among others.

Customer Depth: the number of projects with a single customer and/or amount of revenue from that customer. The Company treats most customer identities as confidential unless otherwise approved or suggested by the customer.

New Customer Engagement: as a relatively small company with technology that is potentially of interest across thousands of companies in many different industries, the Company takes a cautious approach when engaging with new customers. Primarily, the Company evaluates the potential customer’s access to capital, operational history, and reputation when weighing engagement. With regard to net new technology ideas or start-up customers, PyroGenesis considers the long-term commercialization potential of the idea, the possibility of revenue sharing or royalties, and access to capital. Aligning to the Company’s three tier business model is imperative, though exceptions can be made.

Studies Undertaken: scientific and engineering studies have been a key part of new customer acquisition for much of the Company’s history. A study such as a computational fluid dynamics (CFD) study is often the first phase requirement for a potential customer in investigating the potential future use of the Company’s technology. Since transitioning from a legacy fossil fuel-based system to the Company’s all-electric plasma can be a transformative and often expensive proposition, a study allows a potential new client to better understand the future technological fit and prospective budgetary requirements, while also gaining an understanding of the high-quality working relationship with the Company. The wide array of different specs, uses, industries, and in-factory customization of furnace, heating, and melting machinery, mandates ground-up studies for most new initiatives. The Company’s experience conducting studies and its exposure to more and different types of systems, especially over the last 5 years, has allowed the Company to further streamline and perfect its study process as a route to new business. The number, type, and duration of studies undertaken during each quarter varies.

Monthly Recurring Revenue: ongoing, repeating revenue is a major goal for the Company. To date, after-sale parts and components (such as those related to consumable aspects of plasma torches) have represented the largest revenue and growth potential on a recurring basis. As the energy transition trend grows and more plasma systems are sold, recurring revenue is expected to represent a much larger percentage of overall revenue. Other areas targeted for recurring revenue include sales of titanium metal powders, revenue from tolling contracts in areas such as aluminum dross treatment and metal recovery, and co-venture/royalty agreements such as those related to waste remediation.

Revenue Mix: PyroGenesis has established a technology eco-system comprised of a number of inter-related solutions, often referred to in previous Company communications as a “multi-legged stool”. This type of diversification offers a measure of protection to the Company in both difficult and rapidly changing economic environments. As such, the Company targets a wide versus a narrow mix of revenue sources.

Growth Mix: new revenue is currently driven by existing customers. A key goal for the Company is to develop an optimal mix of existing and new customers.

Cost Controls and Efficiencies

PyroGenesis has been, and continues to, scrutinize both potential and existing projects to ensure that the utilization of labour and financial resources are optimized. The Company continues to only engage in projects that reflect significant benefits to PyroGenesis and the risks of which are defined. The Company intends to intensify its focus on project and budgetary clarity during this period of elevated inflationary pressures, by identifying alternative suppliers while constantly adjusting project resources. The early-stage project assessment process has also been refined to allow for faster “go / no-go” decisions on project viability.

Enhanced Sales and Marketing

Against the backdrop of its 3-tiered strategy, the Company continues to increase sales, marketing, and R&D efforts in-line with – and in some cases ahead of – the growth curve for industrial change related to greenhouse gas reduction efforts.

Macroeconomic Conditions

With some continued uncertainty in the macroeconomic environment, including ambiguity in the banking sector with regard to interest rate adjustments, and the continued inflationary pressures causing shifting demand dynamics across various industries at different times, it may be difficult to assess the future impact these events and conditions will have on our customer base, the end markets we serve, and the resulting effect on our business and operations, both in the short term and in the long term.

Despite these uncertainties, we continue to believe there is an accelerated need for PyroGenesis’ solutions in the industries we serve as heavy industry continues to decarbonize / transition their energy sources, manufacture utilizing both lighter metals (such as aluminum) and additive manufacturing, and deal with tighter hazardous waste regulations.

While we expect these uncertainties and other macroeconomic conditions to continue to impact the variability in our quarter-to-quarter revenue, we believe our diversity in both customer base and solution set will continue to be a strong mitigating factor to these challenges. Additionally, the Company’s ongoing efforts to reduce costs through various measures including the sourcing of more high quality, cost-competitive suppliers, further bolsters the Company against cost fluctuations.

The various military conflicts in the Middle East and Eastern Europe continue to create some level of global economic uncertainty, as well as supply chain disruptions that can change at any time. However, it’s important to note that the Company does not have any operations, customers or supplier relationships in Russia, Belarus or Ukraine, and as such are not directly impacted at a customer level in these countries. The Company does have customer relationships and projects in Poland and will continue to monitor the situation in the region regarding challenges to the completion of current projects, which at this time are not inhibited.

As always, the Company monitors the potential impact macroeconomic events and conditions could have on the business, operations, and financial health of the Company.

Generally, the Company believes that broad-based threats to global supply chains increase awareness and interest in the many solutions the Company offers. This is particularly true within the minerals and metals industries, as manufacturers seek alternatives to off-shore suppliers as well as technologies that could optimize output or recycle critical material from byproducts or waste – solutions that the Company currently offers.

Business Line Developments

The upcoming milestones which are expected to confirm the validity of our strategies are outlined below. Please note that these timelines are estimates based on information provided to us by the clients/potential clients, and while we do our best to be accurate, timelines can and will shift, due to protracted negotiations, client technical and resource challenges, or other unexpected situations beyond our or the clients’ control:

Business Line Developments: Near Term (0 – 3 months)

Financial

  • Payments for Outstanding Major Receivables:
    Regarding the outstanding receivable under the Company’s existing $25 million+ Drosrite™ contract: and as previously announced, PyroGenesis had agreed to a strategic extension of the payment plan, by the customer and its end-customer, geared to better align the pressures on the end-user’s operating cash flows created by increased business opportunities.

Energy Transition & Emission Reduction

  • Plasma Torches for Metal Manufacturing:
    The Company is in advanced discussions with one of the world’s largest producers of metal products to design and develop a plasma-based solution for use in improving precision in the manufacturing process.
  • Aluminum Remelting Furnaces:
    The Company has been working on aluminum remelting furnace solutions using plasma for use by secondary aluminum producers or any manufacturer of aluminum components that uses recycled or scrap aluminum. With gas-fired furnaces responsible for much of the scope 1 emissions of secondary aluminum production, aluminum companies have been searching for solutions that can help in the decarbonization efforts of aluminum remelting and cast houses.

    The Company has two potential solutions: the retro-fitting of plasma torches in existing remelting and cast house furnaces that currently use other forms of heating, such as natural gas; and the manufacturing and sale of a PyroGenesis produced furnace based off the Company’s existing Drosrite metal recovery furnace design, which has been in use commercially for several years.

    As mentioned in previous Outlooks, the Company has been working with different companies over the past few years towards these goals. During Q2 2024, the Company announced a signed letter of intent with global aluminum product manufacturer Constellium for large-scale plasma remelting furnaces, and a contract with a global mining supply company, with the agreement related to the client’s intention to examine the use of plasma in decarbonizing its cast houses. Discussions remain underway with other clients for similar contracts.

  • Aluminum Furnace Tests:

    The Company has started, and will continue in the near term, live furnace tests of plasma as a process heat source in melting and holding furnaces with major aluminum companies and is in advanced discussions with other companies for similar live furnace tests of plasma as a process heat source in melting and holding furnaces. Due to the nature of these tests and the increasing number of similar tests, the Company may choose not to announce every test session it engages in.

  • Plasma Torches for Tunnel Boring:

    As noted above, the Company is a party to a framework master agreement with EarthGrid, which included the payment to the Company of a non-refundable downpayment for $667,000.

    Negotiations of a first substantial statement of work are ongoing and remain positive, but depend in large part on the client’s ability to secure funding in a timely manner. The client now anticipates proceeding with the purchase of a single plasma torch system in the near to mid term, followed by one or more larger orders in subsequent quarters, dependent upon the client’s financing. While there is no guarantee this statement of work or additional ones will be completed, if successful the Company foresees the potential for a multi-phase, multi-year partnership with the client that may result in materially significant additional plasma torch orders over the next few years.

  • Iron Ore Pelletization Torch Trials:

    CLIENT B
    As mentioned in previous Outlooks, the commissioning of the plasma torch systems – for use in the pelletization furnaces of a client previously identified as Client B – was underway, with the Company’s engineers onsite at Client B’s iron ore facility. The commissioning process includes installation, start-up, and site acceptance testing (SAT). The Company previously announced that it had shipped four 1 MW plasma torch systems for use in Client B’s iron ore pelletization furnaces, for trials toward potentially replacing fossil-fuel burners with plasma torches in Client B’s furnaces.

    As also mentioned in previous Outlooks, this project continues to move forward after the commissioning suffered a series of unforeseeable delays and infrastructure challenges caused by, among other things, damaging torrential rainstorms that flooded and damaged the facility’s electrical system and furnace components, and intermittent power outages that led to damage of the plasma burners cooling system.

    However, Client B remains committed and trials are ongoing, and will remain as such until the customer determines they have sufficient performance data. The latest information provided to the Company suggests a late Q1 2025 timeline for the completion of this performance testing and data gathering phase, though this is an estimate.

    CLIENT A
    Sustained weakness in global steel demand due to the combination of a supply glut plus significantly reduced steel production particularly in China, has reduced demand and spot prices for steel and iron ore – both of which have seen declines as high as 25% in 2024, with iron ore exhibiting a three-year price low. With some suggestions that the steel and ore industries are in the midst of an adjustment period, ore producers are exhibiting caution, especially around the production of lower quality ore used in coal-consuming blast furnaces. Eventually, as steelmakers and ore producers begin to retool for more low-carbon iron and steel making, and the overall steel demand rebound that is expected to occur in 2025 takes hold, the outlook for both the higher-grade ore suitable for use in low-carbon steel and the lower grade ore for traditional blast furnaces improves.

    Industry-wide, with this current unstable demand environment for ore, ore producers are taking an added measure of caution around large infrastructure decision-making. Most notably, the client previously identified as Client A, a large international mining company which has also previously purchased a full plasma torch system for use in trials in its pelletization furnaces, has paused its trials for the foreseeable future. Whether Client A resumes plasma investigation in their pelletization furnaces in the future is largely dependent on internal confidence around ore price future, resumption of ore demand, strategic priorities of specific pelletization locations, and other various aspects unknown to the Company. The Company continues to present new ideas to Client A for use of plasma in additional applications and locations.

    CLIENT C
    Client C, a third global market-leading client who the Company previously identified as one “who is not only a significant player in the iron ore pelletization industry but is also a major player in the steel industry”, has been working with PyroGenesis over the past few years on various potential initiatives related to using plasma for decarbonization. Recently, PyroGenesis was awarded official supplier status to Client C, as part of an impending initiative. The Company will have more information on this in the upcoming weeks.

    With live pelletization furnace plasma trials (with Client B) continuing, as the latest development with Client C renews their commitment to investigating plasma, and as new interest from other entities appears, the Company believes its position relative to both the steelmaking and iron ore industries remains very strong. The early publicity and research results surrounding plasma’s potential for use in iron ore pelletization opened the doors to these and multiple other industries for furnaces and high heat applications that the Company believes will ultimately far surpass the specific pelletization application. 

  • Aluminum Cast House Decarbonization:

    The Company is part of a tendered bid process for the testing of plasma within an aluminum cast house of a leading global aluminum company. This is unrelated to the project announcement made in conjunction with Constellium. During the quarter, the Company was advanced past the preliminary tender phase to the full tender proposal phase.

    The Company submitted its full proposal in August 2024, with the final client decision expected in the near- to mid-term.

Commodity Security & Optimization

Waste Remediation

  • SPARC Refrigerant Waste Destruction System:

    The Company is in negotiations with a Middle Eastern customer for the construction of the Company’s SPARC (Steam Plasma Refrigerant Cracking) system, for the safe destruction of hazardous end-of-life refrigerants, such as CFCs, HCFCs, and HFCs. The customer has access to a very large existing stockpile of these hazardous materials. This project is under discussion as a co-venture, whereby PyroGenesis would receive revenue on a profit-sharing basis.

  • Plasma-Based Glass Valorization
    The Company is in final negotiations with an entity in Canada, for a plasma-based furnace for use in the melting and valorization of recycled glass, with an estimated contract value of $2 million.

Business Line Developments: Mid Term (3-6 months)

Energy Transition & Emission Reduction

  • Mining Industry Parts Manufacturer Decarbonization:

    As noted above, in April 2024 the Company announced the signing of a contract with a client to assess the applicability and examine the use of plasma as a heat source in the client’s cast furnaces. The client, a billion-dollar entity with facilities on five continents, is one of the world’s largest manufacturers of products that serve the mining and defense industries, amongst others. The tests noted as targeted for completion by the end of the Q2 were conducted and have concluded, successfully.

    Negotiations are now underway for the sale of initial plasma torch system(s) as well as the accompanying manipulation/handling components, as a per unit price of between US$500,000-$1,000,000 in revenues to PyroGenesis per torch.

Commodity Security & Optimization

  • “FSR” Project:

    In September, the Company’s client, HPQ Silicon Inc., announced [news release dated September 27th] the successful completion of commissioning of the Fumed Silica Reactor (FSR) pilot plant that PyroGenesis has been designing, engineering, and constructing to convert quartz into fumed silica in a single and eco-friendly step. The pilot plant has commenced pre-commercial production tests of fumed silica, with commercial samples scheduled to be sent to key parties such as Evonik and others under NDA in the near to mid-term.

  • Drosrite Systems:

    The Company is in various stages of discussions with aluminum manufacturers to purchase Drosrite aluminum dross processing systems, including with two Middle Eastern aluminum companies for the purchase of multiple 5,000+ tonnes per year Drosrite furnaces. In addition, multiple European and American aluminum manufacturers are considering systems of various capacities.

  • Critical Mineral Production:

    The Company is in discussion with a producer of critical minerals used in electronics, renewable energy, and EV manufacturing, to use plasma during the production process of these minerals.

  • Titanium Metal Powder:

    The Company is in discussions several companies in both North America and Europe regarding the potential sale of multiple tonnes of titanium metal powder, across both “coarse” and “fine” powder cuts.

Waste Remediation

  • SPARC Refrigerant Waste Destruction System:

    The Company is in negotiations with a large US-based distributor of refrigerants and specialty gases for the construction of the Company’s SPARC (Steam Plasma Refrigerant Cracking) system, for the safe destruction of hazardous end-of-life refrigerants, such as CFCs, HCFCs, and HFCs, for a contract amount of approximately $2-3 million.

  • e-Waste Recycling and Valorization:
    The Company is in negotiations with a potential customer to develop a scalable system for recycling decommissioned equipment used in the energy industry, for the purpose of recovering valuable materials like silicon, silver, and other metals from e-waste.

Business Line Developments: Long Term (> 6 months)

Energy Transition & Emission Reduction

  • Plasma-Based Glass Recycling
    The Company is in advanced negotiations with a global leader in glass recycling, to investigate plasma as part of the customer’s energy transition initiatives.
  • Furnace Electrification Co-Venture:
    The Company is in negotiations with a large global manufacturer of energy equipment to co-venture with PyroGenesis on the electrification of third-party furnaces.

Commodity Security & Optimization

  • Silicon, Nano-Silicon, and Silica Production:

    The Company is in discussions at quotation stage with several different potential customers who have expressed interest in PyroGenesis’ advances methods for producing silicon, nano-silicon, and silica. The customers include a major global automaker (whose interest lies primarily in nano-silicon for EV batteries), a US battery manufacturer, and a raw material supplier to the construction materials industry.

Waste Remediation

  • Plasma Waste-to-Energy System / Resource Recovery System (PRRS):
    In July [press release dated July 29, 2024], the Company announced the signing of a 2-stage contract for a land-based plasma waste-to-energy system with a European consortium. The first stage consists of a conceptual and preliminary design phase for approximately $2 million, which commenced in Q3 and is scheduled to last no more than one year. The design of the Plasma Waste-to-Energy System is based on the Company’s Plasma Resource Recovery System (PRRS), a waste-to-energy technology that eliminates toxic compounds while transforming waste into reusable products such as syngas and chemicals such as methanol.

    The design phase, which is scheduled to end by Q3 2025, will determine the order of magnitude cost estimate of the system construction, expected to range between $120-160 million depending on the system’s capacity and other details. The customer may then engage with PyroGenesis for the design and development of a large waste-to-energy system.

  • Plasma Torches:

    The Company has been in discussions over several years with a European entity, to act as a potential supplier of plasma torches for the entity’s waste-to-energy initiative; the entity has at times, listed PyroGenesis as their torch supplier in various publications online. This entity has recently announced having entered into an agreement with a German multi-Billion-dollar leading technology company to accelerate green energy transition through waste-to-energy technology. The entity announced that it aims to establish 300 plants producing 1 million tons of hydrogen over the next several years.

** Please note that projects or potential projects previously announced that do not appear in the above summary updates should not be considered as at risk. Noteworthy developments can occur at any time based on project stages, and the information presented above reflects information on hand. Projects not mentioned may have simply not concluded or not presented milestones or client updates worthy of discussion or update.

FURTHER INFORMATION

Additional information relating to Company and its business, including the 2023 consolidated financial statements, the Annual Information Form and other filings that the Company has made and may make in the future with applicable securities authorities, may be found on or through SEDAR+ at www.sedarplus.ca, or the Company’s website at www.pyrogenesis.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is also contained in the Company’s most recent management information circular for the most recent annual meeting of shareholders of the Company.

About PyroGenesis

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.

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.

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

RELATED LINK: http://www.pyrogenesis.com/

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B2Gold Reports Q3 2024 Results; On Track to Meet Total 2024 Gold Production Revised Guidance; Year-To-Date Cash Operating Costs within Annual Guidance Range and Year-To-Date All-In Sustaining Costs Below Revised Annual Guidance Range

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VANCOUVER, British Columbia, Nov. 06, 2024 (GLOBE NEWSWIRE) — B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) announces its operational and financial results for the third quarter of 2024. All dollar figures are in United States dollars unless otherwise indicated.

2024 Third Quarter Highlights

  • Total gold production of 180,553 ounces: Total gold production in the third quarter of 2024 was 180,553 ounces. At the Fekola Mine, production was lower than expected due to the delayed timing of mining high-grade ore and by lower than anticipated equipment productivity and inclement weather throughout the quarter that reduced the mined volumes of high-grade ore. Damage to an excavator and the subsequent need for replacement equipment impacted equipment availability at Fekola, reducing tonnes mined in the first and second quarters of 2024, which affected the availability of higher-grade ore for the third quarter of 2024. Masbate and Otjikoto both continued to outperform expectations in the third quarter.
  • Total consolidated cash operating costs of $1,061 per gold ounce produced: Total consolidated cash operating costs (see “Non-IFRS Measures”) were $1,061 per gold ounce produced during the third quarter of 2024. Total consolidated cash operating costs of $865 per gold ounce produced for the first nine months of 2024 are at the mid-point of the Company’s annual guidance range.
  • Total consolidated all-in sustaining costs of $1,650 per gold ounce sold: Total consolidated all-in sustaining costs (see “Non-IFRS Measures”) were $1,650 per gold ounce sold for the third quarter of 2024. Total consolidated all-in sustaining costs of $1,405 per gold ounce sold for the first nine months of 2024 are below the Company’s revised annual guidance range.
  • Attributable net loss of $0.48 per share; adjusted attributable net income of $0.02 per share: Net loss attributable to the shareholders of the Company in the third quarter of 2024 of $634 million ($0.48 per share), predominantly due to a non-cash impairment charge on the Goose Project as a result of the previously announced construction capital increases (see “Goose Project Development”). Adjusted net income (see “Non-IFRS Measures”) attributable to the shareholders of the Company was $29 million ($0.02 per share). Adjusted net income attributable to the shareholders of the Company in the third quarter was negatively impacted by one-time tax audit accruals of $30 million related to the agreement between the Company and the State of Mali in connection with the ongoing operation and governance of the Fekola Complex.
  • Operating cash flow before working capital adjustments of $118 million: Cash flow provided by operating activities before working capital adjustments was $118 million in the third quarter of 2024.
  • Strong financial position and liquidity: At September 30, 2024, the Company had cash and cash equivalents of $431 million and working capital (defined as current assets less current liabilities) of $419 million.
  • Q4 2024 dividend of $0.04 per share declared: On November 6, 2024, B2Gold’s Board of Directors declared a cash dividend for the fourth quarter of 2024 of $0.04 per common share (or upon payment $0.16 per share on an annualized basis), payable on December 12, 2024, to shareholders of record as of December 2, 2024.
  • Goose Project construction and development remains on schedule for first gold pour in Q2 2025: All planned construction year to date in 2024 has been completed and project construction and development continues to progress on track for first gold pour at the Goose Project in the second quarter of 2025 followed by a ramp up to commercial production in the third quarter of 2025. The 2024 sealift was completed successfully on September 30, 2024, with ten ships and one barge having unloaded 123,000 cubic meters (“m3”) of dry cargo, more than 84 million liters of arctic grade diesel fuel and 58 additional trucks for the 2025 Winter Ice Road (“WIR”) campaign to the Marine Laydown Area (“MLA”) from global locations.
  • Memorandum of Understanding with the State of Mali relating to the Fekola Complex: On September 11, 2024, the Company announced that it had entered into a Memorandum of Understanding (the “MOU Agreement”) with the State of Mali (the “State”) in connection with the ongoing operation and governance of the Fekola Complex, including the development of both the underground project at the Fekola Mine (owned 80% by B2Gold and 20% by the State of Mali) and Fekola Regional. Under the MOU Agreement, the State agreed to expedite the issuance of exploitation permits for Fekola Regional and the approval of the exploitation phase for Fekola underground. Upon issuance of the exploitation permit for Fekola Regional, mining operations will begin with initial gold production expected to commence in early 2025, with the potential to generate approximately 80,000 to 100,000 ounces of additional gold production per year from Fekola Regional sources through the trucking of open pit ore to the Fekola mill. Initial gold production from Fekola underground is expected to commence in mid-2025.

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Third Quarter 2024 Results

  Three months ended Nine months ended
  September 30, September 30,
  2024 2023 2024 2023
         
Gold revenue ($ in thousands) 448,229 477,888 1,402,242 1,422,298
Net (loss) income ($ in thousands) (631,032) (34,770) (617,328) 158,984
(Loss) earnings per share – basic(1) ($/ share) (0.48) (0.03) (0.47) 0.10
(Loss) earnings per share – diluted(1) ($/ share) (0.48) (0.03) (0.47) 0.10
Cash (used) provided by operating activities ($ thousands) (16,099) 110,204 757,060 509,010
Average realized gold price ($/ ounce) 2,483 1,920 2,285 1,929
Adjusted net income(1)(2) ($ in thousands) 29,157 64,840 189,109 256,506
Adjusted earnings per share(1)(2) – basic ($) 0.02 0.05 0.14 0.21
Consolidated operations results:        
Gold sold (ounces) 180,525 248,889 613,731 737,139
Gold produced (ounces) 180,553 225,052 599,133 721,732
Production costs ($ in thousands) 192,408 171,425 500,452 451,791
Cash operating costs(2) ($/ gold ounce sold) 1,066 689 815 613
Cash operating costs(2) ($/ gold ounce produced) 1,061 741 852 638
Total cash costs(2) ($/ gold ounce sold) 1,248 827 972 752
All-in sustaining costs(2) ($/ gold ounce sold) 1,650 1,273 1,400 1,177
Operations results including equity investment in Calibre:        
Gold sold (ounces) 180,525 266,616 633,375 787,805
Gold produced (ounces) 180,553 242,838 618,777 772,395
Production costs ($ in thousands) 192,408 188,216 525,578 502,162
Cash operating costs(2) ($/ gold ounce sold) 1,066 706 830 637
Cash operating costs(2) ($/ gold ounce produced) 1,061 755 865 661
Total cash costs(2) ($/ gold ounce sold) 1,248 840 984 772
All-in sustaining costs(2) ($/ gold ounce sold) 1,650 1,272 1,405 1,182

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(1) Attributable to the shareholders of the Company.
(2) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.

Liquidity and Capital Resources

B2Gold continues to maintain a strong financial position and liquidity. At September 30, 2024, the Company had cash and cash equivalents of $431 million (December 31, 2023 – $307 million) and working capital (defined as current assets less current liabilities) of $419 million (December 31, 2023 – $397 million). During the quarter ended September 30, 2024, the Company drew down $200 million on the Company’s $700 million revolving credit facility, leaving $500 million remaining available for future draw downs.

Fourth Quarter 2024 Dividend

On November 6, 2024, B2Gold’s Board of Directors declared a cash dividend for the fourth quarter of 2024 (the “Q4 2024 Dividend”) of $0.04 per common share (or upon payment $0.16 per share on an annualized basis), payable on December 12, 2024, to shareholders of record as of December 2, 2024.

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In 2023, the Company implemented a Dividend Reinvestment Plan (“DRIP”). For the purposes of the Q4 2024 Dividend, the Company is pleased to announce that a discount of 3% will be applied to calculate the Average Market Price (as defined in the DRIP) of its common shares issued from treasury. However, the Company may, from time to time, in its discretion, change or eliminate any applicable discount, which would be publicly announced, all in accordance with the terms and conditions of the DRIP. Participation in the DRIP is optional. In order to participate in the DRIP in time for the Q4 2024 Dividend, registered shareholders must deliver a properly completed enrollment form to Computershare Trust Company of Canada by no later than 4:00 p.m. (Toronto time) on December 5, 2024. Beneficial shareholders who wish to participate in the DRIP should contact their financial advisor, broker, investment dealer, bank, financial institution, or other intermediary through which they hold common shares well in advance of the above date for instructions on how to enroll in the DRIP.

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This dividend is designated as an “eligible dividend” for the purposes of the Income Tax Act (Canada). Dividends paid by B2Gold to shareholders outside Canada (non-resident investors) will be subject to Canadian non-resident withholding taxes.

The declaration and payment of future dividends and the amount of any such dividends will be subject to the determination of the Board, in its sole and absolute discretion, taking into account, among other things, economic conditions, business performance, financial condition, growth plans, expected capital requirements, compliance with B2Gold’s constating documents, all applicable laws, including the rules and policies of any applicable stock exchange, as well as any contractual restrictions on such dividends, including any agreements entered into with lenders to the Company, and any other factors that the Board deems appropriate at the relevant time. There can be no assurance that any dividends will be paid at the intended rate or at all in the future.

For more information regarding the DRIP and enrollment in the DRIP, please refer to the Company’s website at https://www.b2gold.com/investors/stock_info/.

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

The Company has filed a registration statement relating to the DRIP with the U.S. Securities and Exchange Commission that may be obtained under the Company’s profile on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov/EDGAR or by contacting the Company using the contact information at the end of this news release.

Operations

Fekola Complex – Mali

  Three months ended Nine months ended
  September 30, September 30,
  2024 2023 2024 2023
         
Gold revenue ($ in thousands) 194,988 292,375 721,898 888,272
Gold sold (ounces) 78,889 152,239 318,005 460,139
Average realized gold price ($/ ounce) 2,472 1,921 2,270 1,930
Tonnes of ore milled 2,466,087 2,392,829 7,449,327 6,988,763
Grade (grams/ tonne) 1.07 1.82 1.40 2.17
Recovery (%) 92.7 92.1 92.7 91.9
Gold production (ounces) 78,207 128,942 308,931 447,233
Production costs ($ in thousands) 109,857 93,388 276,443 250,294
Cash operating costs(1) ($/ gold ounce sold) 1,393 613 869 544
Cash operating costs(1) ($/ gold ounce produced) 1,434 688 935 561
Total cash costs(1) ($/ gold ounce sold) 1,653 773 1,066 706
All-in sustaining costs(1) ($/ gold ounce sold) 2,287 1,261 1,583 1,125
Capital expenditures ($ in thousands) 64,464 83,166 198,205 211,112
Exploration ($ in thousands) 996 3,136 1,706

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(1) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.

The Fekola Mine in Mali (owned 80% by the Company and 20% by the State of Mali) produced 78,207 ounces of gold in the third quarter of 2024, below expectations due to the delayed timing of mining of high-grade ore resulting in less high-grade ore processed during the quarter. For the third quarter of 2024, mill feed grade was 1.07 grams per tonne (“g/t”), mill throughput was 2.47 million tonnes, and gold recovery averaged 92.7%. Lower than anticipated equipment productivity and inclement weather throughout the quarter impacted the mined volumes of high-grade ore during the third quarter of 2024. Damage to an excavator and the subsequent need for replacement equipment impacted equipment availability for the first nine months of 2024, reducing tonnes mined during the first and second quarters of 2024, which affected the availability of higher-grade ore of Phase 7 of the Fekola pit resulting in less high-grade ore processed during the third quarter of 2024. The damaged machine has been replaced and the new unit operated for the full third quarter of 2024. The reduction in mining rates experienced in the first nine months of 2024 is expected to continue to impact the availability of higher-grade ore from Phase 7 of the Fekola pit during the fourth quarter of 2024 resulting in an expected decrease in Fekola production as compared to initial production estimates. Mining and processing of these ounces is now expected in the first quarter of 2025. Despite short term variations, overall, ore volumes and grades continue to reconcile relatively well with modelled values.

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The Fekola Mine’s cash operating costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $1,434 per gold ounce produced ($1,393 per gold ounce sold). Cash operating costs per gold ounce produced for the third quarter of 2024 were higher than expected as a result of lower than anticipated gold production during the third quarter, partially offset by lower fuel costs, higher mill throughput, higher gold recovery and lower mining costs due to lower than expected mined tonnage.

All-in sustaining costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $2,287 per gold ounce sold. All-in sustaining costs were higher than expected as a result of higher than anticipated production costs per gold ounce sold, lower than expected gold ounces sold, higher than anticipated sustaining capital expenditures due to the timing of expenditures and higher gold royalties resulting from a higher than anticipated average realized gold price.

Capital expenditures in the third quarter of 2024 totalled $64 million primarily consisting of $12 million for deferred stripping, $10 million for mobile equipment purchases and rebuilds, $7 million for the construction of a new tailings storage facility, $20 million for Fekola underground development and $11 million for solar plant expansion. All solar panels, inverters, transformers and the tracking system have been installed for the solar plant expansion and the solar field was energized on September 29, 2024. Commissioning has continued with final completion of the solar plant expansion expected by the end of November 2024.

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As a result of the delay in accessing higher-grade ounces from Phase 7 of the Fekola pit, production from the Fekola Complex is expected to be towards the low end of Fekola’s revised guidance range of between 420,000 and 450,000 ounces of gold in 2024. Cash operating costs and all-in sustaining costs are expected to be towards the upper ends of their respective revised guidance ranges of between $870 and $930 per ounce and $1,510 and $1,570 per ounce.

Fekola Regional Development

The Fekola Complex is comprised of the Fekola Mine (Medinandi permit hosting the Fekola and Cardinal pits and Fekola underground) and Fekola Regional (Anaconda Area (Bantako, Menankoto, and Bakolobi permits) and the Dandoko permit).

The development of Fekola Regional is expected to demonstrate positive economics through the enhancement of the overall production profile and the extension of mine life of the Fekola Complex. Based on B2Gold’s preliminary planning, Fekola Regional could provide selective higher-grade saprolite material (average annual grade of up to 2.2 g/t gold) to be trucked approximately 20 kilometers (“km”) and fed into the Fekola mill at a rate of up to 1.5 million tonnes per annum.

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On September 11, 2024, the Company announced the MOU Agreement with the State in connection with the ongoing operation and governance of the Fekola Complex, including the development of both the underground project at the Fekola Mine and Fekola Regional. Under the MOU Agreement, the State agreed to expedite the issuance of exploitation permits for Fekola Regional and the approval of the exploitation phase of Fekola underground. Upon issuance of the exploitation permit for Fekola Regional, mining operations will begin with initial gold production expected to commence in early 2025, with the potential to generate approximately 80,000 to 100,000 ounces of additional gold production per year from Fekola Regional sources through the trucking of open pit ore to the Fekola mill. Initial gold production from Fekola underground is expected to commence in mid-2025.

Masbate Mine – The Philippines

  Three months ended Nine months ended
  September 30, September 30,
  2024 2023 2024 2023
         
Gold revenue ($ in thousands) 120,115 97,556 328,165 265,839
Gold sold (ounces) 47,960 50,950 142,260 137,300
Average realized gold price ($/ ounce) 2,504 1,915 2,307 1,936
Tonnes of ore milled 2,197,112 2,155,170 6,409,631 6,224,572
Grade (grams/ tonne) 0.98 1.01 0.97 0.99
Recovery (%) 72.4 73.0 72.4 73.6
Gold production (ounces) 50,215 51,170 144,512 147,012
Production costs ($ in thousands) 42,697 44,056 123,070 117,219
Cash operating costs(1) ($/ gold ounce sold) 890 865 865 854
Cash operating costs(1) ($/ gold ounce produced) 811 834 839 844
Total cash costs(1) ($/ gold ounce sold) 1,039 993 1,002 979
All-in sustaining costs(1) ($/ gold ounce sold) 1,167 1,124 1,174 1,152
Capital expenditures ($ in thousands) 5,192 5,896 20,229 20,947
Exploration ($ in thousands) 1,290 774 3,039 2,741

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(1) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.

The Masbate Mine in the Philippines continued its strong performance with third quarter of 2024 gold production of 50,215 ounces, above expectations due to higher mill throughput and higher than expected mill feed grade. For the third quarter of 2024, mill feed grade was 0.98 g/t, mill throughput was 2.20 million tonnes, and gold recovery averaged 72.4%, lower than expected. Lower gold recovery in the third quarter was a result of mining additional lower recovery high-grade sulphide ore during the third quarter. Actual gold recovery for the third quarter of 2024 remained in line with modeled recovery values for the ore mined.

The Masbate Mine’s cash operating costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $811 per gold ounce produced ($890 per gold ounce sold). Cash operating costs per gold ounce produced for the third quarter of 2024 were significantly lower than expected as a result of higher gold production, lower than anticipated mining and processing costs, higher mill productivity and lower fuel costs.

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All-in sustaining costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $1,167 per ounce sold. All-in sustaining costs for the third quarter of 2024 were significantly lower than expected as a result of lower than anticipated production costs per gold ounce sold, higher than expected gold ounces sold and lower than expected sustaining capital expenditures.

Capital expenditures in the third quarter of 2024 totalled $5 million, primarily consisting of $2 million for mobile equipment purchases and rebuilds and $1 million for expansion of the existing tailings storage facility.

The Masbate Mine is expected to produce between 175,000 and 195,000 ounces of gold in 2024. Cash operating costs and all-in sustaining costs are expected to be at or below the low end of their respective revised guidance ranges of between $910 and $970 per ounce and $1,260 and $1,320 per ounce.

Otjikoto Mine – Namibia

  Three months ended Nine months ended
  September 30, September 30,
  2024 2023 2024 2023
         
Gold revenue ($ in thousands) 133,126 87,957 352,179 268,187
Gold sold (ounces) 53,676 45,700 153,466 139,700
Average realized gold price ($/ ounce) 2,480 1,925 2,295 1,920
Tonnes of ore milled 872,722 855,740 2,549,847 2,554,747
Grade (grams/ tonne) 1.88 1.66 1.80 1.57
Recovery (%) 98.8 98.4 98.6 98.6
Gold production (ounces) 52,131 44,940 145,690 127,487
Production costs ($ in thousands) 39,854 33,981 100,939 84,278
Cash operating costs(1) ($/ gold ounce sold) 742 744 658 603
Cash operating costs(1) ($/ gold ounce produced) 740 785 687 671
Total cash costs(1) ($/ gold ounce sold) 841 820 749 680
All-in sustaining costs(1) ($/ gold ounce sold) 896 1,178 963 1,074
Capital expenditures ($ in thousands) 609 13,290 26,128 46,266
Exploration ($ in thousands) 1,888 963 5,191 2,453

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(1) Non-IFRS measure. For a description of how these measures are calculated and a reconciliation of these measures to the most directly comparable measures specified, defined or determined under IFRS and presented in the Company’s financial statements, refer to “Non-IFRS Measures”.

The Otjikoto Mine in Namibia, in which the Company holds a 90% interest, continued to outperform during the third quarter of 2024, producing 52,131 ounces of gold, above expectations as a result of higher than anticipated mill feed grade and higher than expected mill throughput. For the third quarter of 2024, mill feed grade was 1.88 g/t, mill throughput was 0.87 million tonnes, and gold recovery averaged 98.8%. Ore production from the Wolfshag underground mine for the third quarter of 2024 averaged over 1,800 tonnes per day at an average grade of 3.64 g/t gold.

The Otjikoto Mine’s cash operating costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $740 per gold ounce produced ($742 per ounce gold sold). Cash operating costs per gold ounce produced for the third quarter of 2024 were lower than anticipated due to higher than expected gold production in the third quarter of 2024.

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All-in sustaining costs (see “Non-IFRS Measures”) for the third quarter of 2024 were $896 per gold ounce sold. All-in sustaining costs for the third quarter of 2024 were lower than expected as a result of lower than expected cash operating costs and higher gold ounces sold, partially offset by higher gold royalties due to a higher than anticipated average realized gold price.

Capital expenditures for the third quarter of 2024 totalled $1 million for Wolfshag underground mine development.

The Otjikoto Mine is expected to produce between 185,000 and 205,000 ounces of gold in 2024 at cash operating costs of between $685 and $745 per ounce and all-in sustaining costs at or below the lower end of its guidance range of between $960 and $1,020 per ounce.

Goose Project Development

The Back River Gold District consists of five mineral claims blocks along an 80 km belt. Construction is underway at the most advanced project in the district, the Goose Project, and has been de-risked with significant infrastructure currently in place.

B2Gold recognizes that respect and collaboration with the Kitikmeot Inuit Association (“KIA”) is central to the license to operate in the Back River Gold District and will continue to prioritize developing the project in a manner that recognizes Inuit priorities, addresses concerns, and brings long-term socio-economic benefits to the Kitikmeot Region. B2Gold looks forward to continuing to build on its strong collaboration with the KIA and Kitikmeot Communities.

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As announced in May 2024, development of the open pit and underground was slightly behind schedule due to equipment availability (commissioning and availability of the open pit equipment), adverse weather conditions and the prioritization of critical path construction activities. An additional three months of mining was added to the schedule to ensure that the Umwelt open pit, underground development, and crown pillar activities align and that there is sufficient tailings storage capacity in the Echo open pit. With the schedule change, the mill is expected to start wet commissioning in the second quarter of 2025 with ramp up to full production in the third quarter of 2025. The Company continues to estimate that gold production in calendar year 2025 will be between 120,000 ounces and 150,000 ounces. The updated production profile has resulted in the Company now estimating that average annual gold production for the six year period from 2026 to 2031 will increase to be in excess of 310,000 ounces per year. The Company remains on track to complete an updated Goose Project life of mine plan by the end of the first quarter of 2025.

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B2Gold successfully completed the 2024 WIR campaign in the second quarter of 2024 and delivered all necessary materials from the MLA to complete the construction of the Goose Project. All planned construction year to date in 2024 has been completed and project construction and development continues to progress on track for first gold pour at the Goose Project in the second quarter of 2025 followed by ramp up to commercial production in the third quarter of 2025. The 2024 sealift was completed successfully on September 30, 2024, with ten ships and one barge having unloaded 123,000 m3 of dry cargo, more than 84 million liters of arctic grade diesel fuel and 58 additional trucks for the 2025 WIR campaign to the MLA from global locations. Sealift offloading performance significantly increased throughout the 2024 sealift due to a newly constructed barge ramp. Current activities at the MLA now include continued maintenance and preparation of the WIR construction and haulage fleet and staging all materials for shipment on the 2025 WIR to the Goose Project site.

Development of the open pit and underground remain the Company’s primary focus to ensure that adequate material is available for mill startup and that the Echo pit is available for tailings placement. Mining of the Echo pit is meeting production targets and is anticipated to be ready to receive tailings when the mill starts. The underground mine remains on schedule for commencement of production by the end of the second quarter of 2025.

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In the third quarter and first nine months of 2024, the Company incurred cash expenditures of $121 million (C$165 million) and $366 million (C$498 million), respectively, for the Goose Project on construction and mine development activities and $110 million (C$150 million) and $155 million (C$211 million), respectively, on supplies inventory.

As announced on September 12, 2024, the total Goose Project construction, mine development, and sustaining capital cash expenditures estimate (the “Total Goose Project Construction and Mine Development Cost”) before first gold production estimate is C$1,540 million, a C$290 million (or 23%) increase from the previous estimate from January 2024. Approximately 52% (or C$150 million) of the increase can be attributed to the one quarter delay in first gold production previously disclosed, combined with the acceleration of capital items that were previously anticipated to occur after first gold production. The acceleration of certain capital items is expected to make the Goose Project a more reliable and de-risked operation upon mill startup. The accelerated capital items include accelerated purchases of mining equipment versus the previous estimate to ensure continued growth in mining rates through 2025, the building of an accommodation complex at the MLA which will reduce ongoing annual costs associated with running the WIR, the construction of critical infrastructure at the Goose Project site, inclusive of warehousing, maintenance, mine dry facility, camp facility expansion, and the design acceleration of a reverse osmosis plant to optimize water management and lower ongoing operating costs. Approximately 24% (or C$70 million) of the increase in the Total Goose Project Construction and Mine Development Cost can be attributed to the increased cost of the logistics of shipping materials to the Goose Project site.

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As a result of the previously announced increases to the Total Goose Project Construction and Mine Development Cost before first gold production estimate, the Company incurred a non-cash impairment of $661 million on the Goose Project carrying value in the third quarter of 2024.

Gramalote Project Development

On June 18, 2024, the Company announced the results of a positive Preliminary Economic Assessment (“PEA”) on its 100% owned Gramalote Project located in the Department of Antioquia, Colombia. The PEA outlines a significant production profile with average annual gold production of 185,000 ounces over a 12.5 year project life with a low-cost structure and favorable metallurgical characteristics. Additionally, the PEA outlines strong project economics with an after-tax NPV5% of $778 million and an after-tax internal rate of return of 20.6%, with a project payback on pre-production capital of 3.1 years.

The estimated pre-production capital cost for the project is $807 million (including approximately $93 million for mining equipment and $63 million for contingency). A robust amount of historical drilling and engineering studies have been completed on the Gramalote Project, which significantly de-risks future project development. Based on the positive results from the PEA, B2Gold believes that the Gramalote Project has the potential to become a medium-scale, low-cost open pit gold mine.

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B2Gold has commenced feasibility work with the goal of completing a feasibility study by mid-2025 and a $10 million budget has been approved by the Board. Due to the work completed for previous studies, the work remaining to finalize a feasibility study for the updated medium-scale project is not expected to be extensive. The main work programs for the feasibility study include geotechnical and environmental site investigations for the processing plant and waste dump footprints, as well as capital and operating cost estimates.

The Gramalote Project will continue to advance resettlement programs, establish coexistence programs for small miners, work on health, safety and environmental projects and continue to work with the government and local communities on social programs.

Due to the desired modifications to the processing plant and infrastructure locations, a Modified Environment Impact Study is required. B2Gold has commenced work on the modifications to the Environment Impact Study and expect it to be completed and submitted shortly following the completion of the feasibility study. If the final economics of the feasibility study are positive and B2Gold makes the decision to develop the Gramalote Project as an open pit gold mine, B2Gold would utilize its proven internal mine construction team to build the mine and mill facilities.

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Outlook

Total gold production for 2024 is forecast to be towards the low end of the Company’s guidance range of between 800,000 and 870,000 ounces, including 20,000 ounces of attributable production from Calibre Mining Corp (“Calibre”).

Gold production in 2025 is expected to increase significantly relative to 2024 as a result of the scheduled mining and processing of higher-grade ore from the Fekola and Cardinal pits made accessible by the meaningful stripping campaign that has been undertaken throughout 2024, the expected full year of contribution from Fekola Regional, which is anticipated to contribute between 80,000 and 100,000 ounces of additional production, and commencement of mining the higher-grade Fekola underground (subject to receipt of necessary permits for Fekola Regional and Fekola underground).

Upon completion of construction activities at the Goose Project, the mine is expected to commence gold production in the second quarter of 2025 and contribute between 120,000 and 150,000 ounces of gold in calendar year 2025. Over the first six full calendar years of operation from 2026 to 2031, the average annual gold production for the Goose Project is estimated to be in excess of 310,000 ounces of gold per year.

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The positive PEA results on the Company’s 100% owned Gramalote Project, located in the Department of Antioquia, Colombia, outlines a significant production profile with average annual gold production of 234,000 ounces per year for the first five years of production, and strong project economics over a 12.5 year project life. As a result, B2Gold has commenced feasibility work with the goal of completing a feasibility study by mid-2025 and a $10 million budget has been approved by the Board.

Following the release of an initial Inferred Mineral Resource Estimate for the Springbok Zone, the southernmost shoot of the recently discovered Antelope deposit, located approximately three km south of the Otjikoto Phase 5 open pit at the Otjikoto Mine in Namibia, in the second quarter of 2024, the Company has commenced a PEA which is expected to be completed in the first half of 2025. Subject to receipt of a positive PEA and permit, mining of the Springbok Zone, coupled with the exploration potential of the greater Antelope deposit, could begin to contribute to gold production at Otjikoto in 2026. The Antelope deposit has the potential to supplement the processing of low-grade stockpiles at the Otjikoto Mine through 2031, with the goal of increasing gold production levels to over 100,000 ounces per year from 2026 through 2031.

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The Company’s ongoing strategy is to continue to maximize profitable production from its existing mines, maintain a strong financial position, realize the significant potential increase in gold production from the Company’s existing development projects, continue exploration programs across the Company’s robust land packages, evaluate new exploration, development and production opportunities and continue to return capital to shareholders.

Third Quarter 2024 Financial Results – Conference Call Details

B2Gold executives will host a conference call to discuss the results on Thursday, November 7, 2024, at 8:00 am PT / 11:00 am ET.

Participants may register for the conference call here: registration link. Upon registering, participants will receive a calendar invitation by email with dial in details and a unique PIN. This will allow participants to bypass the operator queue and connect directly to the conference. Registration will remain open until the end of the conference call. Participants may also dial in using the numbers below:

  • Toll-free in U.S. and Canada: +1 (844) 763-8274
  • All other callers: +1 (647) 484-8814

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The conference call will be available for playback for two weeks by dialing toll-free in the U.S. and Canada: +1 (855) 669-9658, replay access code 4078435. All other callers: +1 (412) 317-0088, replay access code 4078435.

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. B2Gold forecasts total consolidated gold production of between 800,000 and 870,000 ounces in 2024.

Qualified Persons

Bill Lytle, Senior Vice President and Chief Operating Officer, a qualified person under NI 43-101, has approved the scientific and technical information related to operations matters contained in this news release.

Andrew Brown, P. Geo., Vice President, Exploration, a qualified person under NI 43-101, has approved the scientific and technical information related to exploration and mineral resource matters contained in this news release.

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ON BEHALF OF B2GOLD CORP.

“Clive T. Johnson”
President and Chief Executive Officer

Source: B2Gold Corp.

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

Production results and production guidance presented in this news release reflect total production at the mines B2Gold operates on a 100% project basis. Please see our Annual Information Form dated March 14, 2024 for a discussion of our ownership interest in the mines B2Gold operates.

This news release includes certain “forward-looking information” and “forward-looking statements” (collectively forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation, including: projections; outlook; guidance; forecasts; estimates; and other statements regarding future or estimated financial and operational performance, gold production and sales, revenues and cash flows, and capital costs (sustaining and non-sustaining) and operating costs, including projected cash operating costs and AISC, and budgets on a consolidated and mine by mine basis; future or estimated mine life, metal price assumptions, ore grades or sources, gold recovery rates, stripping ratios, throughput, ore processing; statements regarding anticipated exploration, drilling, development, construction, permitting and other activities or achievements of B2Gold; and including, without limitation: remaining well positioned for continued strong operational and financial performance in 2024; projected gold production, cash operating costs and AISC on a consolidated and mine by mine basis in 2024; total consolidated gold production of between 800,000 and 870,000 ounces (including 20,000 attributable ounces from Calibre) in 2024, with cash operating costs of between $835 and $895 per ounce and AISC of between $1,420 and $1,480 per ounce; B2Gold’s continued prioritization of developing the Goose Project in a manner that recognizes Indigenous input and concerns and brings long-term socio-economic benefits to the area; the Goose Project capital cost being approximately C$1,190 million and the net cost of open pit and underground development, deferred stripping, and sustaining capital expenditures to be incurred prior to first gold production being approximately C$350 million and the cost for reagents and other working capital items being C$330 million; the Goose Project producing approximately 310,000 ounces of gold per year for the first six years; the potential for first gold production in the second quarter of 2025 from the Goose Project and the estimates of such production; trucking of selective higher-grade saprolite material from the Anaconda Area to the Fekola mill having the potential to generate approximately 80,000 to 100,000 ounces of additional gold production per year from Fekola Regional sources; the receipt of the exploitation permit for Fekola Regional and Fekola Regional production expected to commence at the beginning of 2025; the receipt of a permit for Fekola underground and Fekola underground commencing operation in mid-2025; the potential for the Antelope deposit to be developed as an underground operation and contribute gold during the low-grade stockpile processing in 2026 through 2031; the results and estimates in the Gramalote PEA, including the project life, average annual gold production, processing rate, capital cost, net present value, after-tax net cash flow, after-tax internal rate of return and payback; the timing and results of a feasibility study on the Gramalote Project; and the potential to develop the Gramalote Project as an open pit gold mine. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made.

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Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond B2Gold’s control, including risks associated with or related to: the volatility of metal prices and B2Gold’s common shares; changes in tax laws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates; not achieving production, cost or other estimates; actual production, development plans and costs differing materially from the estimates in B2Gold’s feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities; climate change and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities; the unknown liabilities of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; the availability of financing; financing and debt activities, including potential restrictions imposed on B2Gold’s operations as a result thereof and the ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreign laws, including those associated with operations in Mali, Namibia, the Philippines and Colombia and including risks related to changes in foreign laws and changing policies related to mining and local ownership requirements or resource nationalization generally; remote operations and the availability of adequate infrastructure; fluctuations in price and availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, supplies and labour; regulatory, political and country risks, including local instability or acts of terrorism and the effects thereof; the reliance upon contractors, third parties and joint venture partners; the lack of sole decision-making authority related to Filminera Resources Corporation, which owns the Masbate Project; challenges to title or surface rights; the dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigation risk; competition with other mining companies; community support for B2Gold’s operations, including risks related to strikes and the halting of such operations from time to time; conflicts with small scale miners; failures of information systems or information security threats; the ability to maintain adequate internal controls over financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws, and sanctions or other similar measures; social media and B2Gold’s reputation; risks affecting Calibre having an impact on the value of the Company’s investment in Calibre, and potential dilution of our equity interest in Calibre; as well as other factors identified and as described in more detail under the heading “Risk Factors” in B2Gold’s most recent Annual Information Form, B2Gold’s current Form 40-F Annual Report and B2Gold’s other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission (the “SEC”), which may be viewed at www.sedar.com and www.sec.gov, respectively (the “Websites”). The list is not exhaustive of the factors that may affect B2Gold’s forward-looking statements.

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B2Gold’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to B2Gold’s ability to carry on current and future operations, including: development and exploration activities; the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; B2Gold’s ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including gold; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.

B2Gold’s forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.

Non-IFRS Measures
This news release includes certain terms or performance measures commonly used in the mining industry that are not defined under International Financial Reporting Standards (“IFRS”), including “cash operating costs” and “all-in sustaining costs” (or “AISC”). Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS and should be read in conjunction with B2Gold’s consolidated financial statements. Readers should refer to B2Gold’s Management Discussion and Analysis, available on the Websites, under the heading “Non-IFRS Measures” for a more detailed discussion of how B2Gold calculates certain of such measures and a reconciliation of certain measures to IFRS terms.

Cautionary Statement Regarding Mineral Reserve and Resource Estimates
The disclosure in this news release was prepared in accordance with Canadian National Instrument 43-101, which differs significantly from the requirements of the United States Securities and Exchange Commission (“SEC”), and resource and reserve information contained or referenced in this news release may not be comparable to similar information disclosed by public companies subject to the technical disclosure requirements of the SEC. Historical results or feasibility models presented herein are not guarantees or expectations of future performance.

B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars, except per share amounts)
(Unaudited)
 
    For the three
months ended
Sept. 30, 2024
  For the three
months ended
Sept. 30, 2023
  For the nine
months ended
Sept. 30, 2024
  For the nine
months ended
Sept. 30, 2023
                 
Gold revenue   $ 448,229     $ 477,888     $ 1,402,242     $ 1,422,298  
                 
Cost of sales                
Production costs     (192,408 )     (171,425 )     (500,452 )     (451,791 )
Depreciation and depletion     (88,051 )     (101,568 )     (273,505 )     (293,388 )
Royalties and production taxes     (32,929 )     (34,389 )     (96,045 )     (102,661 )
Total cost of sales     (313,388 )     (307,382 )     (870,002 )     (847,840 )
                 
Gross profit     134,841       170,506       532,240       574,458  
                 
General and administrative     (13,283 )     (13,064 )     (40,389 )     (41,170 )
Share-based payments     (5,069 )     (4,289 )     (14,815 )     (15,734 )
Impairment of long-lived assets     (661,160 )     (111,597 )     (876,376 )     (116,482 )
Gain on sale of mining interests     7,453             56,115        
Gain on sale of shares in associate                 16,822        
Non-recoverable input taxes     (3,353 )     (1,191 )     (10,352 )     (4,237 )
Share of net (loss) income of associates     (98 )     5,561       4,581       17,549  
Foreign exchange gains (losses)     5,893       (11,739 )     (7,842 )     (14,588 )
Community relations     (855 )     (1,158 )     (1,786 )     (3,883 )
Write-down of mining interests           (565 )     (636 )     (17,022 )
Restructuring charges           (5,071 )           (12,151 )
Other (expense) income     (26,550 )     130       (34,304 )     (4,159 )
Operating (loss) income     (562,181 )     27,523       (376,742 )     362,581  
                 
Interest and financing expense     (6,966 )     (3,190 )     (24,002 )     (9,032 )
Interest income     4,011       3,887       17,137       15,741  
Change in fair value of gold stream     (1,957 )     7,600       (21,196 )     6,500  
Losses on dilution on associate                 (8,984 )      
(Losses) gains on derivative instruments     (6,378 )     5,667       (5,674 )     6,092  
Other income (expense)     1,777       (951 )     1,932       (5,069 )
(Loss) income from operations before taxes     (571,694 )     40,536       (417,529 )     376,813  
                 
Current income tax, withholding and other taxes     (74,804 )     (68,210 )     (233,085 )     (216,155 )
Deferred income tax recovery (expense)     15,466       (7,096 )     33,286       (1,674 )
Net (loss) income for the period   $ (631,032 )   $ (34,770 )   $ (617,328 )   $ 158,984  
                 
Attributable to:                
Shareholders of the Company   $ (633,757 )   $ (43,070 )   $ (618,010 )   $ 123,321  
Non-controlling interests     2,725       8,300       682       35,663  
Net (loss) income for the period   $ (631,032 )   $ (34,770 )   $ (617,328 )   $ 158,984  
                 
(Loss) earnings per share (attributable to shareholders of the Company)                
Basic   $ (0.48 )   $ (0.03 )   $ (0.47 )   $ 0.10  
Diluted   $ (0.48 )   $ (0.03 )   $ (0.47 )   $ 0.10  
                 
Weighted average number of common shares
outstanding
(in thousands)
               
Basic     1,310,994       1,297,175       1,307,134       1,208,942  
Diluted     1,310,994       1,297,175       1,307,134       1,213,349  
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Expressed in thousands of United States dollars)
(Unaudited)
 
    For the three
months ended
Sept. 30, 2024
  For the three
months ended
Sept. 30, 2023
  For the nine
months ended
Sept. 30, 2024
  For the nine
months ended
Sept. 30, 2023
Operating activities                
Net (loss) income for the period   $ (631,032 )   $ (34,770 )   $ (617,328 )   $ 158,984  
Mine restoration provisions settled     (527 )     (344 )     (1,468 )     (923 )
Non-cash charges, net     749,620       228,448       1,134,534       462,088  
Proceeds from prepaid sales                 500,023        
Changes in non-cash working capital     3,576       (28,339 )     (54,148 )     (7,061 )
Changes in long-term inventory     (101,769 )     (32,296 )     (117,465 )     (36,995 )
Changes in long-term value added tax receivables     (35,967 )     (22,495 )     (87,088 )     (67,083 )
Cash (used) provided by operating activities     (16,099 )     110,204       757,060       509,010  
                 
Financing activities                
Drawdown of revolving credit facility     200,000             200,000        
Repayment of revolving credit facility                 (150,000 )      
Extinguishment of gold stream and construction financing obligations                       (111,819 )
Repayment of equipment loan facilities     (2,980 )     (3,448 )     (8,886 )     (9,913 )
Interest and commitment fees paid     (1,075 )     (1,343 )     (5,744 )     (3,463 )
Cash proceeds from stock option exercises     569       6,486       3,014       12,394  
Dividends paid     (46,112 )     (45,378 )     (137,970 )     (140,084 )
Principal payments on lease arrangements     (2,797 )     (1,135 )     (5,385 )     (4,624 )
Distributions to non-controlling interests     (5,412 )     (13,601 )     (12,700 )     (17,881 )
Other     (512 )     (862 )     450       725  
Cash provided (used) by financing activities     141,681       (59,281 )     (117,221 )     (274,665 )
                 
Investing activities                
Expenditures on mining interests:                
Fekola Mine     (64,464 )     (83,166 )     (198,205 )     (211,112 )
Masbate Mine     (5,192 )     (5,896 )     (20,229 )     (20,947 )
Otjikoto Mine     (609 )     (13,290 )     (26,128 )     (46,266 )
Goose Project     (120,974 )     (88,082 )     (366,129 )     (156,694 )
Fekola Regional Properties     (3,992 )     (16,535 )     (13,417 )     (46,345 )
Gramalote Project     (3,357 )     (854 )     (10,227 )     (2,568 )
Other exploration     (18,752 )     (17,770 )     (39,164 )     (58,313 )
Cash proceeds on sale of investment in associate                 100,302        
Cash proceeds on sale of long-term investment     58,627             77,288        
Purchase of shares in associates     (9,089 )           (9,089 )      
Cash proceeds from sale of mining interests     7,500             7,500        
Purchase of long-term investments     (664 )     (879 )     (6,916 )     (32,759 )
Funding of reclamation accounts     (2,290 )     (2,189 )     (4,995 )     (4,829 )
Cash acquired on acquisition of Sabina Gold & Silver Corp.                       38,083  
Transaction costs paid on acquisition of Sabina Gold & Silver Corp.                       (6,672 )
Other     (89 )     (6,286 )     (1,925 )     (9,498 )
Cash used by investing activities     (163,345 )     (234,947 )     (511,334 )     (557,920 )
                 
(Decrease) increase in cash and cash equivalents     (37,763 )     (184,024 )     128,505       (323,575 )
                 
Effect of exchange rate changes on cash and cash equivalents     2,036       (12,614 )     (4,287 )     (18,802 )
Cash and cash equivalents, beginning of period     466,840       506,207       306,895       651,946  
Cash and cash equivalents, end of period   $ 431,113     $ 309,569     $ 431,113     $ 309,569  
B2GOLD CORP.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of United States dollars)
(Unaudited)
 
    As at September 30,
2024
  As at December 31,
2023
Assets        
Current        
Cash and cash equivalents   $ 431,113     $ 306,895  
Accounts receivable, prepaids and other     54,097       27,491  
Value-added and other tax receivables     58,157       29,848  
Inventories     378,121       346,495  
      921,488       710,729  
         
Long-term investments     89,045       86,007  
Value-added tax receivables     282,803       199,671  
Mining interests     3,096,562       3,563,490  
Investment in associates     93,368       134,092  
Long-term inventories     213,195       100,068  
Other assets     69,285       63,635  
Deferred income taxes     22,991       16,927  
    $ 4,788,737     $ 4,874,619  
Liabilities        
Current        
Accounts payable and accrued liabilities   $ 174,563     $ 167,117  
Current income and other taxes payable     156,981       120,679  
Current portion of prepaid gold sales     134,779        
Current portion of long-term debt     17,288       16,256  
Current portion of gold stream obligation     3,400        
Current portion of mine restoration provisions     1,713       3,050  
Other current liabilities     13,613       6,369  
      502,337       313,471  
         
Long-term debt     221,890       175,869  
Gold stream obligation     157,396       139,600  
Prepaid gold sales     393,138        
Mine restoration provisions     116,485       104,607  
Deferred income taxes     161,889       188,106  
Employee benefits obligation     20,129       19,171  
Other long-term liabilities     26,393       23,820  
      1,599,657       964,644  
Equity        
Shareholders’ equity        
Share capital     3,492,261       3,454,811  
Contributed surplus     83,844       84,970  
Accumulated other comprehensive loss     (96,208 )     (125,256 )
Retained (deficit) earnings     (442,705 )     395,854  
      3,037,192       3,810,379  
Non-controlling interests     151,888       99,596  
      3,189,080       3,909,975  
    $ 4,788,737     $ 4,874,619  
         

NON-IFRS MEASURES

Cash operating costs per gold ounce sold and total cash costs per gold ounce sold

‘‘Cash operating costs per gold ounce’’ and “total cash costs per gold ounce” are common financial performance measures in the gold mining industry but, as non-IFRS measures, they do not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance and ability to generate cash flow. Accordingly, these measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures, along with sales, are considered to be a key indicator of the Company’s ability to generate earnings and cash flow from its mining operations.

Cash cost figures are calculated on a sales basis in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash cost of production in North America. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. Other companies may calculate these measures differently. Cash operating costs and total cash costs per gold ounce sold are derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, royalties and production taxes, less silver by-product credits. The tables below show a reconciliation of cash operating costs per gold ounce sold and total cash costs per gold ounce sold to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):

  For the three months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Production costs 109,857 42,697 39,854 192,408 192,408
Royalties and production taxes 20,511 7,120 5,298 32,929 32,929
             
Total cash costs 130,368 49,817 45,152 225,337 225,337
             
Gold sold (ounces) 78,889 47,960 53,676 180,525 180,525
             
Cash operating costs per ounce ($/ gold ounce sold) 1,393 890 742 1,066 1,066
             
Total cash costs per ounce ($/ gold ounce sold) 1,653 1,039 841 1,248 1,248
  For the three months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Production costs 93,388 44,056 33,981 171,425 16,791 188,216
Royalties and production taxes 24,333 6,556 3,500 34,389 1,303 35,692
             
Total cash costs 117,721 50,612 37,481 205,814 18,094 223,908
             
Gold sold (ounces) 152,239 50,950 45,700 248,889 17,727 266,616
             
Cash operating costs per ounce ($/ gold ounce sold) 613 865 744 689 947 706
             
Total cash costs per ounce ($/ gold ounce sold) 773 993 820 827 1,021 840
  For the nine months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Production costs 276,443 123,070 100,939 500,452 25,126 525,578
Royalties and production taxes 62,561 19,420 14,064 96,045 1,565 97,610
             
Total cash costs 339,004 142,490 115,003 596,497 26,691 623,188
             
Gold sold (ounces) 318,005 142,260 153,466 613,731 19,644 633,375
             
Cash operating costs per ounce ($/ gold ounce sold) 869 865 658 815 1,279 830
             
Total cash costs per ounce ($/ gold ounce sold) 1,066 1,002 749 972 1,359 984
  For the nine months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Production costs 250,294 117,219 84,278 451,791 50,371 502,162
Royalties and production taxes 74,685 17,254 10,722 102,661 3,635 106,296
             
Total cash costs 324,979 134,473 95,000 554,452 54,006 608,458
             
Gold sold (ounces) 460,139 137,300 139,700 737,139 50,666 787,805
             
Cash operating costs per ounce ($/ gold ounce sold) 544 854 603 613 994 637
             
Total cash costs per ounce ($/ gold ounce sold) 706 979 680 752 1,066 772
             

Cash operating costs per gold ounce produced

In addition to cash operating costs on a per gold ounce sold basis, the Company also presents cash operating costs on a per gold ounce produced basis. Cash operating costs per gold ounce produced is derived from amounts included in the statement of operations and include mine site operating costs such as mining, processing, smelting, refining, transportation costs, less silver by-product credits. The tables below show a reconciliation of cash operating costs per gold ounce produced to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis (dollars in thousands):

  For the three months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Production costs 109,857 42,697   39,854   192,408   192,408  
Inventory sales adjustment 2,330 (1,955 ) (1,294 ) (919 ) (919 )
             
Cash operating costs 112,187 40,742   38,560   191,489   191,489  
             
Gold produced (ounces) 78,207 50,215   52,131   180,553   180,553  
             
Cash operating costs per ounce ($/ gold ounce produced) 1,434 811   740   1,061   1,061  
  For the three months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Production costs 93,388   44,056   33,981 171,425   16,791 188,216  
Inventory sales adjustment (4,673 ) (1,388 ) 1,294 (4,767 ) (4,767 )
             
Cash operating costs 88,715   42,668   35,275 166,658   16,791 183,449  
             
Gold produced (ounces) 128,942   51,170   44,940 225,052   17,786 242,838  
             
Cash operating costs per ounce ($/ gold ounce produced) 688   834   785 741   944 755  
  For the nine months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Production costs 276,443 123,070   100,939   500,452 25,126 525,578
Inventory sales adjustment 12,505 (1,767 ) (854 ) 9,884 9,884
             
Cash operating costs 288,948 121,303   100,085   510,336 25,126 535,462
             
Gold produced (ounces) 308,931 144,512   145,690   599,133 19,644 618,777
             
Cash operating costs per ounce ($/ gold ounce produced) 935 839   687   852 1,279 865
  For the nine months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Production costs 250,294 117,219 84,278 451,791 50,371 502,162
Inventory sales adjustment 543 6,792 1,232 8,567 8,567
             
Cash operating costs 250,837 124,011 85,510 460,358 50,371 510,729
             
Gold produced (ounces) 447,233 147,012 127,487 721,732 50,663 772,395
             
Cash operating costs per ounce ($/ gold ounce produced) 561 844 671 638 994 661
 

All-in sustaining costs per gold ounce

In June 2013, the World Gold Council, a non-regulatory association of the world’s leading gold mining companies established to promote the use of gold to industry, consumers and investors, provided guidance for the calculation of the measure “all-in sustaining costs per gold ounce”, but as a non-IFRS measure, it does not have a standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The original World Gold Council standard became effective January 1, 2014 with further updates announced on November 16, 2018 which were effective starting January 1, 2019.

Management believes that the all-in sustaining costs per gold ounce measure provides additional insight into the costs of producing gold by capturing all of the expenditures required for the discovery, development and sustaining of gold production and allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Adoption of the standard is voluntary and the cost measures presented may not be comparable to other similarly titled measures of other companies. The Company has applied the principles of the World Gold Council recommendations and has reported all-in sustaining costs on a sales basis. Other companies may calculate these measures differently.

B2Gold defines all-in sustaining costs per ounce as the sum of cash operating costs, royalties and production taxes, capital expenditures and exploration costs that are sustaining in nature, sustaining lease expenditures, corporate general and administrative costs, share-based payment expenses related to restricted share units/deferred share units/performance share units/restricted phantom units (“RSUs/DSUs/PSUs/RPUs”), community relations expenditures, reclamation liability accretion and realized (gains) losses on fuel derivative contracts, all divided by the total gold ounces sold to arrive at a per ounce figure.

The table below shows a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the three months ended September 30, 2024 (dollars in thousands):

  For the three months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Corporate Total Calibre equity investment Grand
Total
  $ $ $ $ $ $ $
               
Production costs 109,857 42,697 39,854 192,408 192,408
Royalties and production taxes 20,511 7,120 5,298 32,929 32,929
Corporate administration 2,736 537 806 9,204 13,283 13,283
Share-based payments – RSUs/DSUs/PSUs/RPUs(1) 28 3,622 3,650 3,650
Community relations 168 109 578 855 855
Reclamation liability accretion 479 321 245 1,045 1,045
Realized losses on derivative contracts 55 32 21 108 108
Sustaining lease expenditures 82 312 234 502 1,130 1,130
Sustaining capital expenditures(2) 45,533 4,644 575 50,752 50,752
Sustaining mine exploration(2) 996 203 485 1,684 1,684
               
Total all-in sustaining costs 180,445 55,975 48,096 13,328 297,844 297,844
               
Gold sold (ounces) 78,889 47,960 53,676 180,525 180,525
               
All-in sustaining cost per ounce ($/ gold ounce sold) 2,287 1,167 896 1,650 1,650

(1) Included as a component of Share-based payments on the Statement of operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2024 (dollars in thousands):

  For the three months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Operating mine capital expenditures 64,464   5,192   609   70,265   70,265  
Fekola underground (20,252 )     (20,252 ) (20,252 )
Road construction 1,321       1,321   1,321  
Land acquisitions   (528 )   (528 ) (528 )
Other   (20 ) (34 ) (54 ) (54 )
             
Sustaining capital expenditures 45,533   4,644   575   50,752   50,752  
 

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2024 (dollars in thousands):

  For the three months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Operating mine exploration 996 1,290   1,888   4,174   4,174  
Regional exploration (1,087 ) (1,403 ) (2,490 ) (2,490 )
             
Sustaining mine exploration 996 203   485   1,684   1,684  
 

The table below shows a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the three months ended September 30, 2023 (dollars in thousands):

  For the three months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Corporate Total Calibre equity investment Grand
Total
  $ $ $ $ $ $ $
               
Production costs 93,388   44,056   33,981   171,425   16,791 188,216  
Royalties and production taxes 24,333   6,556   3,500   34,389   1,303 35,692  
Corporate administration 2,077   623   1,269   8,961 12,930   658 13,588  
Share-based payments – RSUs/DSUs/PSUs/RPUs(1) 9       4,325 4,334   4,334  
Community relations 642   24   492   1,158   1,158  
Reclamation liability accretion 381   290   286   957   957  
Realized gains on derivative contracts (1,317 ) (972 ) (232 ) (2,521 ) (2,521 )
Sustaining lease expenditures 72   302   274   487 1,135   1,135  
Sustaining capital expenditures(2) 72,454   5,617   13,290   91,361   3,388 94,749  
Sustaining mine exploration(2)   774   963   1,737   19 1,756  
               
Total all-in sustaining costs 192,039   57,270   53,823   13,773 316,905   22,159 339,064  
               
Gold sold (ounces) 152,239   50,950   45,700   248,889   17,727 266,616  
               
All-in sustaining cost per ounce ($/ gold ounce sold) 1,261   1,124   1,178   1,273   1,250 1,272  

(1) Included as a component of Share-based payments on the Statement of operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2023 (dollars in thousands):

  For the three months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Operating mine capital expenditures 83,166   5,896   13,290 102,352   3,388 105,740  
Road construction (216 )   (216 ) (216 )
Fekola underground (10,496 )   (10,496 ) (10,496 )
Other   (279 ) (279 ) (279 )
             
Sustaining capital expenditures 72,454   5,617   13,290 91,361   3,388 94,749  
 

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the three months ended September 30, 2023 (dollars in thousands):

  For the three months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Operating mine exploration 774 963 1,737 19 1,756
Regional exploration
             
Sustaining mine exploration 774 963 1,737 19 1,756
 

The table below shows a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the nine months ended September 30, 2024 (dollars in thousands):

  For the nine months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Corporate Total Calibre equity investment Grand
Total
  $ $ $ $ $ $ $
               
Production costs 276,443   123,070   100,939   500,452   25,126 525,578  
Royalties and production taxes 62,561   19,420   14,064   96,045   1,565 97,610  
Corporate administration 8,011   1,599   3,692   27,087 40,389   1,463 41,852  
Share-based payments – RSUs/DSUs/PSUs/RPUs(1) 95       12,618 12,713   12,713  
Community relations 419   139   1,228   1,786   1,786  
Reclamation liability accretion 1,372   935   735   3,042   3,042  
Realized gains on derivative contracts (365 ) (220 ) (10 ) (595 ) (595 )
Sustaining lease expenditures 249   939   1,024   1,506 3,718   3,718  
Sustaining capital expenditures(2) 151,468   19,321   25,078   195,867   2,392 198,259  
Sustaining mine exploration(2) 3,136   1,801   1,111   6,048   6,048  
               
Total all-in sustaining costs 503,389   167,004   147,861   41,211 859,465   30,546 890,011  
               
Gold sold (ounces) 318,005   142,260   153,466   613,731   19,644 633,375  
               
All-in sustaining cost per ounce ($/ gold ounce sold) 1,583   1,174   963   1,400   1,555 1,405  

(1) Included as a component of Share-based payments on the Statement of operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below.

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2024 (dollars in thousands):

  For the nine months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Operating mine capital expenditures 198,205   20,229   26,128   244,562   2,392 246,954  
Fekola underground (46,128 )     (46,128 ) (46,128 )
Road construction (609 )     (609 ) (609 )
Land acquisitions   (648 )   (648 ) (648 )
Other   (260 ) (1,050 ) (1,310 ) (1,310 )
             
Sustaining capital expenditures 151,468   19,321   25,078   195,867   2,392 198,259  
 

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2024 (dollars in thousands):

  For the nine months ended September 30, 2024
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Operating mine exploration 3,136 3,039   5,191   11,366   11,366  
Regional exploration (1,238 ) (4,080 ) (5,318 ) (5,318 )
             
Sustaining mine exploration 3,136 1,801   1,111   6,048   6,048  
 

The tables below show a reconciliation of all-in sustaining costs per ounce to production costs as extracted from the unaudited condensed interim consolidated financial statements on a consolidated and a mine-by-mine basis for the nine months ended September 30, 2023 (dollars in thousands):

  For the nine months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Corporate Total Calibre equity investment Grand
Total
  $ $ $ $ $ $ $
               
Production costs 250,294   117,219   84,278   451,791   50,371 502,162  
Royalties and production taxes 74,685   17,254   10,722   102,661   3,635 106,296  
Corporate administration 7,441   1,762   4,149   27,818 41,170   1,981 43,151  
Share-based payments – RSUs/DSUs/PSUs/RPUs(1) 9       12,482 12,491   12,491  
Community relations 2,686   123   1,074   3,883   3,883  
Reclamation liability accretion 1,119   859   857   2,835   2,835  
Realized gains on derivative contracts (2,776 ) (2,786 ) (929 ) (6,491 ) (6,491 )
Sustaining lease expenditures 1,117   912   1,194   1,401 4,624   4,624  
Sustaining capital expenditures(2) 181,262   20,145   46,266   247,673   7,327 255,000  
Sustaining mine exploration(2) 1,706   2,741   2,453   6,900   19 6,919  
               
Total all-in sustaining costs 517,543   158,229   150,064   41,701 867,537   63,333 930,870  
               
Gold sold (ounces) 460,139   137,300   139,700   737,139   50,666 787,805  
               
All-in sustaining cost per ounce ($/ gold ounce sold) 1,125   1,152   1,074   1,177   1,250 1,182  

(1) Included as a component of Share-based payments on the Statement of operations.
(2) Refer to Sustaining capital expenditures and Sustaining mine exploration reconciliations below

The table below shows a reconciliation of sustaining capital expenditures to operating mine capital expenditures as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2023 (dollars in thousands):

  For the nine months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Operating mine capital expenditures 211,112   20,947   46,266 278,325   7,327 285,652  
Road construction (5,283 )   (5,283 ) (5,283 )
Fekola underground (24,567 )   (24,567 ) (24,567 )
Other   (802 ) (802 ) (802 )
             
Sustaining capital expenditures 181,262   20,145   46,266 247,673   7,327 255,000  
 

The table below shows a reconciliation of sustaining mine exploration to operating mine exploration as extracted from the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2023 (dollars in thousands):

  For the nine months ended September 30, 2023
  Fekola
Mine
Masbate
Mine
Otjikoto
Mine
Total Calibre equity investment Grand
Total
  $ $ $ $ $ $
             
Operating mine exploration 1,706 2,741 2,453 6,900 19 6,919
Regional exploration
             
Sustaining mine exploration 1,706 2,741 2,453 6,900 19 6,919
 

Adjusted net income and adjusted earnings per share – basic

Adjusted net income and adjusted earnings per share – basic are non-IFRS measures that do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted net income as net income attributable to shareholders of the Company adjusted for non-recurring items and also significant recurring non-cash items. The Company defines adjusted earnings per share – basic as adjusted net income divided by the basic weighted number of common shares outstanding.

Management believes that the presentation of adjusted net income and adjusted earnings per share – basic is appropriate to provide additional information to investors regarding items that we do not expect to continue at the same level in the future or that management does not believe to be a reflection of the Company’s ongoing operating performance. Management further believes that its presentation of these non-IFRS financial measures provide information that is useful to investors because they are important indicators of the strength of our operations and the performance of our core business. Accordingly, it is intended to provide additional information and should not be considered in isolation as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate this measure differently.

A reconciliation of net (loss) income to adjusted net income as extracted from the unaudited condensed interim consolidated financial statements is set out in the table below:

  Three months ended Nine months ended
  September 30, September 30,
  2024 2023 2024 2023
  $ $ $ $
  (000’s) (000’s) (000’s) (000’s)
         
Net (loss) income attributable to shareholders of the Company for the period: (633,757) (43,070) (618,010) 123,321
         
Adjustments for non-recurring and significant recurring non-cash items:        
Impairment of long-lived assets 661,160 111,597 858,301 116,482
Write-down of mining interests 565 636 16,984
Gain on sale of shares in associate (16,822)
Gain on sale of mining interests (7,453) (56,115)
Regulatory dispute settlement 15,089 15,089
Unrealized losses (gains) on derivative instruments 6,270 (3,146) 6,269 399
Office lease termination costs 1,946
Loan receivable provision 2,085
Change in fair value of gold stream 1,957 (7,600) 21,196 (6,500)
Loss on dilution of associate 8,984
Deferred income tax (recovery) expense (14,109) 6,494 (30,419) 1,789
         
Adjusted net income attributable to shareholders of the Company for the period 29,157 64,840 189,109 256,506
         
Basic weighted average number of common shares outstanding (in thousands) 1,310,994 1,297,175 1,307,134 1,208,942
         
Adjusted net earnings attributable to shareholders of the Company per share–basic ($/share) 0.02 0.05 0.14 0.21


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Bunker Hill Announces Closing of the Third Tranche of Silver Loan Facility

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KELLOG, Idaho and VANCOUVER, British Columbia, Nov. 06, 2024 (GLOBE NEWSWIRE) — Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX-V: BNKR; OTCQB: BHLL) announces that it has closed the third tranche of the previously announced silver loan with Monetary Metals Bond III LLC (the “LLC”), an entity established by Monetary Metals & Co. (“MM”), in the principal amount of US$6,321,112, being the amount of US dollars equal to, as of November 6, 2024, 198,777 ounces of silver.

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Silver Loan

As described in the news releases dated June 7, 2024, August 8, 2024 and September 25, 2024, MM, through the LLC, has agreed to loan the Company a principal amount of US dollars equal to up to 1.2 million ounces of silver, to be advanced in one or more tranches, in support of the re-start and ongoing development of the Bunker Hill Mine (the “Silver Loan”). On August 8, 2024, the Company closed on the first tranche of the Silver Loan in the principal amount of US$16,422,039, being the amount of US dollars equal to, as of August 8, 2024, 609,805 ounces of silver. On September 25, 2024, the Company closed on the second tranche of the Silver Loan in the principal amount of US$6,369,000, being the amount of US dollars equal to, as of September 24, 2024, 200,000 ounces of silver.

DSU Settlement

Further to its news release dated October 7, 2024, the Company issued 750,000 shares of common stock of the Company (the “DSU Shares”) instead of 1,039,403 DSU Shares as previously disclosed, at a deemed issue price of C$0.16 per DSU Share to a former director of the Company in partial satisfaction of the C$166,304.31 cash payment payable to such director upon their redemption of outstanding deferred share units. The Company settled the remaining C$46,304.31 with a cash payment. This transaction remains subject to the receipt of the final approval of the TSX Venture Exchange (the “TSX-V”).

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The securities referenced herein or any securities underlying or derived from the financial instruments referenced herein, including but not limited to the Silver Loan and the DSU Shares, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). This news release does not constitute an offer to sell or the solicitation of an offer to buy such securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT BUNKER HILL MINING CORP.

Under Idaho-based leadership, Bunker Hill intends to sustainably restart and develop the Bunker Hill Mine as the first step in consolidating and then optimizing several mining assets into a high-value portfolio of operations centered initially in North America. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR+ and EDGAR databases.

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On behalf of Bunker Hill Mining Corp.

Sam Ash
President and Chief Executive Officer

For additional information, please contact:

Brenda Dayton
Vice President, Investor Relations
T: 604.417.7952
E: brenda.dayton@bunkerhillmining.com

Cautionary Statements

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-looking statements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan” or variations of such words and phrases.

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Forward-looking statements in this news release include, but are not limited to, statements regarding: the Company’s objectives, goals or future plans, including the restart and development of the Bunker Hill Mine; the achievement of future short-term, medium-term and long-term operational strategies; the Silver Loan; the advancement of additional tranches of the Silver Loan; and the Company receiving TSX-V approval for the issuance of the DSU Shares. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, those risks and uncertainties identified in public filings made by Bunker Hill with the U.S. Securities and Exchange Commission (the “SEC”) and with applicable Canadian securities regulatory authorities, and the following: the Company not receiving the approval of the TSX-V for the issuance of the DSU Shares; the Company’s inability to raise additional capital for project activities, including through equity financings, concentrate offtake financings or otherwise; the fluctuating price of commodities; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit, with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine complex; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; and capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such statements or information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all, including as to whether or when the Company will achieve its project finance initiatives, or as to the actual size or terms of those financing initiatives. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual report and may be accessed through the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).


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NexGold and Signal Gold Complete Upsized Concurrent Financing for $18.5 million

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

TORONTO, Nov. 06, 2024 (GLOBE NEWSWIRE) — NexGold Mining Corp. (TSXV: NEXG; OTCQX: NXGCF) (“NexGold”) and Signal Gold Inc. (TSX: SGNL; OTCQB: SGNLF) (Signal”) are pleased to announce that, further to the companies’ joint news releases dated October 10, 2024 and October 23, 2024, the companies have closed their previously announced oversubscribed and upsized concurrent financings for aggregate gross proceeds of $18.5 million. The Concurrent Financing (as defined below) was carried out in connection with the proposed plan of arrangement, pursuant to which NexGold will acquire all of the shares of Signal to create a near-term gold developer, advancing NexGold’s Goliath Gold Complex Project (“Goliath Project”) in Northern Ontario and Signal’s Goldboro Project (“Goldboro Project”) in the historic Goldboro Gold District in Nova Scotia (the “Transaction”).

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Pursuant to the flow-through unit private placement of NexGold (the “FT Financing”), NexGold has issued an aggregate of 10,106,250 units (“FT Units”) at a price of $0.80 per unit for gross proceeds of $8,085,000. Each FT Unit is comprised of one flow-through common share of NexGold (a “FT Share”) and one-half of one common share purchase warrant (each whole warrant, a “FT Unit Warrant”) issued on a non-flow-through basis. The FT Shares have been issued as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “Tax Act”). Each FT Unit Warrant entitles the holder thereof to purchase one non-flow-through common share of NexGold (a “NexGold Share”) at a price of $1.05 for a period of 24 months following the date of issuance.

Pursuant to the subscription receipt private placement of Signal (the “Hard Dollar Financing” and together with the FT Financing, the “Concurrent Financing”), Signal has issued an aggregate of 120,075,840 subscription receipts (“Subscription Receipts”) at a price of $0.08705 per Subscription Receipt for gross proceeds of $10,452,601.87. Prior to the completion of the Arrangement, Signal Gold may exercise its option to issue up to an additional 6,003,792 Subscription Receipts for additional gross proceeds of up to $522,630.10. The Subscription Receipts will automatically convert into units of Signal (“NFT Units”) upon satisfaction or waiver of certain release conditions (including the satisfaction of all conditions precedent to the completion of the Transaction, other than those conditions that can only be satisfied at the effective time of the transaction, including, but not limited to, the issuance of NexGold Shares as consideration to shareholders of Signal) (the “Escrow Release Conditions”). Upon issuance, each NFT Unit will be comprised of one common share of Signal (a “NFT Share”) and one-half of one common share purchase warrant of Signal (each whole warrant, a “NFT Unit Warrant”). Each NFT Unit Warrant will entitle the holder thereof to purchase one NFT Share at a price of $0.11818 for a period of 24 months following the date of issuance.

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Each NFT Share issued on conversion of the Subscription Receipts will then be exchanged for 0.1244 (the “Exchange Ratio”) of one NexGold Share pursuant to the terms of the Transaction. Further, NFT Unit Warrants issued on conversion of the Subscription Receipts will be adjusted in accordance with their terms such that the NFT Unit Warrants will be exercisable to acquire NexGold Shares based on the Exchange Ratio.

The net proceeds of the Hard Dollar Financing are expected to be used by the combined company to fund the retirement of certain debt, the exploration and advancement of the Goliath and Goldboro Projects and for working capital and general corporate purposes. An amount equal to the gross proceeds from the issuance of the FT Shares will be used to fund advancement of NexGold’s projects (which would include Signal’s projects assuming closing of the Transaction). NexGold will, in a timely and prescribed manner and form, incur expenses which will: (i) constitute “Canadian exploration expenses”, and (ii) constitute “flow-through mining expenditures”, (as all such terms are defined in the Tax Act), in an amount equal to the gross amount raised pursuant to the sale of FT Shares. NexGold will, in a timely and prescribed manner and form, renounce the Canadian exploration expenses (on a pro rata basis) to each subscriber with an effective date of no later than December 31, 2024, in accordance with the Tax Act, as applicable, all in accordance with the terms of the subscription and renunciation agreements to be entered into by NexGold and the subscribers in the FT Financing.

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In connection with the FT Financing, NexGold paid finder’s compensation to certain eligible finders comprised of aggregate cash payments of $120,720 and the issuance of 150,900 non-transferable finder’s warrants (“Finder’s Warrants”) in respect of subscribers introduced to NexGold by such finders. The Finder’s Warrants are exercisable to acquire one NexGold Share at a price of $0.95 for a period of 24 months from the date of issuance.

In connection with the Hard Dollar Financing, it is anticipated that Signal will, at the time of conversion of the Subscription Receipts, pay finder’s compensation to certain eligible finders to be comprised of: (i) a cash payment of up to 6.0% of the gross proceeds raised from sales of Subscription Receipts to subscribers introduced by such finders; and (ii) such number of non-transferable finder’s warrants as is equal to an amount not to exceed 6.0% of the number of Subscription Receipts sold to subscribers introduced by such finders to Signal. The finder’s warrants of Signal will be economically equivalent to the NFT Unit Warrants, and following closing of the Transaction, each such finder’s warrant will be adjusted in accordance with its terms and exercisable to acquire NexGold Shares at a price of $0.95 per NexGold Share for a period of 24 months.

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All securities issued in the Concurrent Financing are subject to a statutory four-month and one day hold period from the date of issuance, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

Certain related parties of NexGold and Signal (together, the “Interested Parties”) purchased or acquired direction or control over a total of 537,500 FT Units and 5,166,645 Subscription Receipts collectively in each financing (with 500,000 FT Units being acquired by related parties of NexGold participating in the FT Financing and 1,033,890 Subscription Receipts being acquired by Signal related parties in the Hard Dollar Financing). The placement to those persons constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the directors of NexGold and Signal have determined that the Interested Parties’ participation in the FT Financing and Hard Dollar Financing, respectively, will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. Neither of the companies filed a material change report 21 days prior to the closing of the Concurrent Financing as the details of the participation of Interested Parties had not been confirmed at that time.

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An investment fund sub-advised by Sprott Asset Management (“Sprott”) acquired 2,500,000 FT Units under the FT Financing for total consideration of $2,000,000. Prior to the FT Financing, Sprott, together with its affiliates and sub-advised funds, beneficially owned or controlled 7,368,716 common shares of NexGold and 2,328,750 common share purchase warrants of NexGold, representing approximately 9.66% of the outstanding NexGold common shares on a non-diluted basis and 12.34% of the NexGold common shares on a partially diluted basis. As a result of the FT Financing, Sprott, together with its affiliates and sub-advised funds, beneficially owns or controls 9,868,716 NexGold common shares and 3,578,750 common share purchase warrants representing 11.43% of the issued and outstanding common shares of NexGold on a non-diluted basis and 14.95% on a partially diluted basis. The FT Units were acquired for investment purposes. Sprott, its affiliates and sub-advised funds, may acquire additional securities of NexGold including on the open market or through private acquisitions or may sell securities of NexGold including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors that Sprott considers relevant from time to time.

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

Please refer to the October 10, 2024 and October 23, 2024 news releases for additional details regarding the Transaction and proposed debt restructuring to be carried out in connection with the Transaction.

Investor Awareness and Marketing Agreement

NexGold has continued the agreement with i2i Marketing Group LLC (“i2i”) that was entered into by NexGold’s subsidiary, Blackwolf Copper and Gold Ltd., to provide ongoing marketing services including online content distribution and advertising (see news release dated October 3, 2023). i2i will work to facilitate investor awareness about NexGold and its assets. i2i has been paid an additional USD $250,000 to develop required content and for advertising for up to six months or until such funds last. After exhaustion of the additional funds the budget may be adjusted monthly based on market conditions and NexGold’s requirements. NexGold will not issue any securities to i2i in consideration for the marketing services. i2i does not have any prior relationship with NexGold and NexGold and i2i deal at arm’s length. i2i is based out of Odessa, Florida.

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For more information about NexGold and Signal, please refer to each company’s profile on SEDAR+ at www.sedarplus.ca.

About NexGold Mining Corp.

NexGold Mining Corp. is a gold-focused company with assets in Canada and Alaska. NexGold’s Goliath Project (which includes the Goliath, Goldlund and Miller deposits) is located in Northwestern Ontario. The deposits benefit substantially from excellent access to the Trans-Canada Highway, related power and rail infrastructure and close proximity to several communities including Dryden, Ontario. For information on the Goliath Project, refer to the technical report, prepared in accordance with NI 43–101, entitled ‘Goliath Gold Complex – NI 43–101 Technical Report and Prefeasibility Study’ and dated March 27, 2023, with an effective date of February 22, 2023, led by independent consultants Ausenco Engineering Canada Inc. The technical report is available on SEDAR+ at www.sedarplus.ca, on the OTCQX at www.otcmarkets.com and on NexGold’s website at www.nexgold.com.

NexGold also owns several other projects throughout Canada, including the Weebigee-Sandy Lake Gold Project JV, and grassroots gold exploration property Gold Rock. In addition, NexGold holds a 100% interest in the high-grade Niblack copper-gold-zinc-silver VMS project, located adjacent to tidewater in southeast Alaska. NexGold is committed to inclusive, informed and meaningful dialogue with regional communities and Indigenous Nations throughout the life of all our Projects and on all aspects, including creating sustainable economic opportunities, providing safe workplaces, enhancing of social value, and promoting community well- being. Further details about NexGold are available on NexGold’s website at www.nexgold.com.

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About Signal Gold Inc.

Signal is advancing the Goldboro Gold Project in Nova Scotia, a significant growth project subject to a positive Feasibility Study which demonstrates an approximately 11-year open pit life of mine with average gold production of 100,000 ounces per annum and an average diluted grade of 2.26 grams per tonne gold. For further details, refer to the technical report entitled ‘NI 43-101 Technical Report and Feasibility Study for the Goldboro Gold Project, Eastern Goldfields District, Nova Scotia’ dated January 11, 2022, with an effective date of December 16, 2021. The technical report is available on SEDAR+ at www.sedarplus.ca, on the OTCQX at www.otcmarkets.com and on Signal’s website at www.signalgold.com. On August 3, 2022, the Goldboro Project received its environmental assessment approval from the Nova Scotia Minister of Environment and Climate Change, a significant regulatory milestone, and Signal has now submitted all key permits including the Industrial Approval, Fisheries Act Authorization and Schedule 2 Amendment, and the Mining and Crown Land Leases. The Goldboro Project has significant potential for further Mineral Resource expansion, particularly towards the west along strike and at depth, and Signal has consolidated 28,525 hectares (~285 km2) of prospective exploration land in the Goldboro Gold District. For more information on Signal, please visit Signal’s website at www.signalgold.com.

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Technical Disclosure and Qualified Persons

Adam Larsen, B.Sc., P. Geo., Director of Exploration of NexGold, is a “qualified person” within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and has reviewed and approved the scientific and technical information in this news release regarding the Goliath Project on behalf of NexGold.

Kevin Bullock, P. Eng., President, CEO and Director of Signal, is a “qualified person” within the meaning of NI 43-101 and has reviewed and approved the scientific and technical information in this news release regarding the Goldboro Project on behalf of Signal.

Contact:

NexGold Mining Corp.

Morgan Lekstrom
President
(250) 574-7350
Toll-free: +1-855-664-4654
ir@nexgold.com
Orin Baranowsky
Chief Financial Officer
(647) 697-2625
   

Signal Gold Inc.

Cautionary Note Regarding Forward-Looking Information

Certain information set forth in this news release contains “forward‐looking statements” and “forward‐looking information” within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward‐looking statements). Except for statements of historical fact, certain information contained herein constitutes forward‐looking statements which includes, but is not limited to, statements with respect to: completion of the proposed Transaction, including receipt of all necessary court, shareholder and regulatory approvals, and the timing thereof; the combined company’s intended use of the net proceeds from the Concurrent Financing; the ability to satisfy the escrow release conditions; and the anticipated benefits and impacts of the Concurrent Financing.

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Forward-looking statements are often identified by the use of words such as “may”, “will”, “could”, “would”, “anticipate”, “believe”, “expect”, “intend”, “potential”, “estimate”, “budget”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and similar expressions. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided. Assumptions and factors include: the successful completion of the Transaction (including receipt of all regulatory approvals, shareholder and third-party consents) and the debt restructuring (including if the parties are able to reach definitive agreements); the ability of the combined company to complete its planned exploration programs; the absence of adverse conditions at mineral properties; and the price of gold remaining at levels that render mineral properties economic. Forward‐looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward‐looking statements. These risks and uncertainties include, but are not limited to: risks related to the Transaction, including, but not limited to, the ability to obtain necessary approvals in respect of the Transaction and to consummate the Transaction and the debt restructuring; general business, economic and competitive uncertainties; delays in obtaining governmental approvals or financing; and management’s ability to anticipate and manage the foregoing factors and risks. Although the companies have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Readers are advised to study and consider risk factors disclosed in NexGold’s and Signal’s annual information forms for the year ended December 31, 2023, available on www.sedarplus.ca.

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There can be no assurance that forward‐looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The companies undertake no obligation to update forward‐looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding the companies’ plans, objectives and goals, including with respect to the Transaction, and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and the reader is cautioned not to place undue reliance on forward‐looking statements. This news release also contains or references certain market, industry and peer group data, which is based upon information from independent industry publications, market research, analyst reports, surveys, continuous disclosure filings and other publicly available sources. Although NexGold and Signal believe these sources to be generally reliable, such information is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other inherent limitations and uncertainties. NexGold and Signal have not independently verified any of the data from third party sources referred to in this news release and accordingly, the accuracy and completeness of such data is not guaranteed.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.


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Eres Reit Announces Special Meeting of Unitholders

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TORONTO, Nov. 06, 2024 (GLOBE NEWSWIRE) — European Residential Real Estate Investment Trust (“ERES” or the “REIT”) (TSX:ERE.UN) announced today that the board of trustees of the REIT (the “Board”) has called and will hold, virtually on January 7, 2025, a special meeting (the “Meeting”) of Unitholders (as defined below) of record as of November 25, 2024 to consider, and if deemed appropriate, pass a special resolution (“Special Resolution”) to amend the REIT’s fifth amended and restated declaration of trust dated May 2, 2024 (the “Declaration of Trust”) to provide the Board with the authority: (i) to sell all or substantially all of the assets of the REIT in one or more transactions at such times and on such terms and conditions as determined by the Board, (ii) to distribute the net proceeds of any such sales to Unitholders in the amounts and at the times determined by the Board, and (iii) to wind-up, liquidate, dissolve or take any such similar action to terminate the REIT on such terms and conditions determined by the Board, in each case without any requirement for further Unitholder approval (subject to applicable securities laws). Such an amendment would provide the Board with maximum flexibility in assessing the REIT’s alternatives both with respect to its properties as well as regarding the future of the REIT. The amendment does not adversely impact the protections afforded to minority Unitholders under applicable securities laws.

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ERES is in the process of actively marketing certain portfolios of properties pursuant to its value enhancement strategy, in which it is exploring all available opportunities to surface value. To that end, the REIT considers the flexibility to sell properties without the delay of the potential need for a meeting of Unitholders (where the sale amounts to substantially all of the REIT’s properties or in the event of a wind-up or liquidation) would augment its ability to execute on this strategic objective and maximize value. This added flexibility is expected to enable the REIT to move swiftly and opportunistically without the delays and costs of holding a Unitholder meeting, increasing the REIT’s ability to pursue the most attractive transactions available to the REIT. The Board believes that Unitholders are well-aligned in a desire to maximize value and effect attractive sale transactions as swiftly as reasonably possible, which the proposed amendment will facilitate.

In the event that one or more attractive transactions can be secured, the sale of all or substantially all of the properties of the REIT may be in the best interest of the Unitholders. If that were to happen, the Board may consider another special cash distribution. In those circumstances, the Board may also consider a possible sale of either the REIT itself or its remaining properties as the costs of maintaining a public company become increasingly burdensome as the size of the business decreases.

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At present, the REIT has entered into two separate agreements to sell a total of 3,179 residential suites in the Netherlands, as described in its press release dated September 16, 2024. Further to that announcement, ERES expects that the 232-suite disposition will close on or about December 2, 2024. In addition, approval has been received from the Dutch competition authority (ACM) for the 2,947-suite disposition, which is expected to close by no later than early Q1 2025. There can be no assurance that all requirements for closing of the aforementioned transactions will be obtained, satisfied or waived. Apart from these disclosed transactions, there are no other agreements currently entered into for the sale of any of the REIT’s properties. The REIT is not in a position to speculate on whether any future sales of properties is likely, or when such sales might occur.

The proposed amendment to the Declaration of Trust must be approved by 66 2/3% of the trust units of the REIT (“Trust Units”) and special voting units of the REIT (“Special Voting Units” and together with the Trust Units, the “Units”) voted at the Meeting of holders of Units (“Unitholders”) voting as a single class that will be held virtually on January 7, 2025. More detailed information will be contained in the management information circular for the meeting which will be available on the REIT’s profile on SEDAR+ at www.sedarplus.ca. Unitholders are urged to read those and other relevant materials when they become available.

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The Board, made up of five independent trustees and the REIT’s Chief Executive Officer, has concluded that the proposed amendment to the Declaration of Trust is in the best interests of the REIT and unanimously recommend that Unitholders vote for the Special Resolution. In addition, Canadian Apartment Properties Real Estate Investment Trust, which is ERES’s largest Unitholder with an approximate 65% effective interest, has indicated that it will vote in favour of the amendment to the Declaration of Trust.

“The proposed amendment would strengthen our transactional efficiency and enhance our ability to execute on opportunities to maximize value for Unitholders,” commented Mark Kenney, Chief Executive Officer of ERES. “This remains our over-arching objective, and we’re committed to pursuing that through all possible means.”

“The Board is recommending that Unitholders vote for the proposed amendment,” added Gina Parvaneh Cody, Chair of the Board of Trustees of ERES. “The Meeting will take place virtually, and we encourage all Unitholders to join and send in their form of proxy as directed in the information circular that will be distributed.”

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Although the effect of the proposed amendment to the Declaration of Trust is to provide the Board with the authority to effect, without a further Unitholder vote, a sale of all or substantially all of the properties of the REIT, there is no change to applicable securities or other laws that apply to the REIT. For example, the REIT will continue to be subject to applicable securities laws that provide for the protection of minority security holders in certain transactions, including transactions with CAPREIT. These securities laws may require independent valuations and approvals by minority Unitholders in certain circumstances, and the proposed amendment to the REIT’s Declaration of Trust has no impact on the rule.

The effect of the proposed amendment to the Declaration of Trust is that the Board could agree to sell some or all of the properties of the REIT and then distribute the proceeds and wind-up the REIT without a further vote by the Unitholders (except to the extent required by the applicable securities laws). If substantially all of the properties of the REIT are sold and the proceeds distributed, the REIT may no longer meet the criteria for a listing on the Toronto Stock Exchange, and the Units of the REIT could be delisted.

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ABOUT ERES
ERES is an unincorporated, open-ended real estate investment trust. ERES’s Units are listed on the Toronto Stock Exchange under the symbol ERE.UN. ERES is Canada’s only European-focused multi-residential REIT, with a current portfolio of high-quality, multi-residential real estate properties in the Netherlands. As at September 30, 2024, ERES owned approximately 6,300 residential suites, including approximately 3,200 suites classified as assets held for sale, and ancillary retail space located in the Netherlands, and owned one commercial property in Germany and one commercial property in Belgium, with a total fair value of approximately €1.6 billion, including approximately €0.7 billion of assets held for sale. For more information about ERES, its business and its investment highlights, please visit our website at www.eresreit.com and our public disclosure which can be found under our profile on SEDAR+ at www.sedarplus.ca.
        
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements contained in this press release constitute forward-looking information, future-oriented financial information, or financial outlooks (collectively, “forward-looking information”) within the meaning of applicable Canadian securities laws, which reflect ERES’s current expectations and projections about future results. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intent”, “estimate”, “anticipate”, “believe”, “consider”, “should”, “plans”, “predict”, “estimate”, “forward”, “potential”, “could”, “likely”, “approximately”, “scheduled”, “forecast”, “variation” or “continue”, or similar expressions suggesting future outcomes or events. The forward-looking information in this press release relates only to events or information as of the date on which the statements are made in this press release. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this press release. Any number of factors could cause actual results to differ materially from this forward-looking information. Although ERES believes that the expectations reflected in forward-looking information are reasonable, it can give no assurances that the expectations of any forward-looking information will prove to be correct. Such forward-looking information is based on a number of assumptions that may prove to be incorrect, including regarding the expected completion and timing of the transactions, the satisfaction of closing conditions with respect to the transactions, the REIT’s ability to source and execute on attractive transactions, move swiftly and opportunistically, and maximize value, and the expected completion, timing and impact of the proposed amendment to the REIT’s Declaration of Trust and Meeting. Accordingly, readers should not place undue reliance on forward-looking information.

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Forward looking information in this press release is subject to certain risks and uncertainties that could result in actual results differing materially from this forward-looking information, including with respect to the expected closing of the transactions and the proposed amendment to the REIT’s Declaration of Trust. Risks and uncertainties pertaining to ERES are more fully described in regulatory filings that can be obtained on SEDAR+ at www.sedarplus.ca.

Except as specifically required by applicable Canadian securities law, ERES does not undertake any obligation to update or revise publicly any forward-looking information, whether as a result of new information, future events or otherwise, after the date on which the information is provided or to reflect the occurrence of unanticipated events. This forward-looking information should not be relied upon as representing ERES’s views as of any date subsequent to the date of this press release.

For more information, please contact:

ERES
Dr. Gina Parvaneh Cody
Chair of the Board of Trustees
(437) 219-1765
ERES
Mr. Mark Kenney
Chief Executive Officer
(416) 861-9404
ERES
Ms. Jenny Chou
Chief Financial Officer
(416) 354-0188
     


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Trump’s Victory A Tailwind For Domestic Steel, Risk For Canada, Say Analysts

The U.S. election results have stirred up first reactions in the markets. Analysts from JPMorgan Chase & Co see Donald Trump’s return to the White House as a potential shift in the commodity market.

The bank’s equity research analyst, Bill Peterson, noted Trump’s history of deregulation and tariff-heavy policies, suggesting that this approach could lead to greater domestic support for the U.S. steel industry.

“We expect a broad-based positive knee-jerk reaction for steel equities,” Peterson said in a note, pointing to the likely impact of more tariffs on Chinese and Mexican steel. In contrast, metals closely tied to the Chinese market, such as copper, may face downward pressure due to heightened U.S.-China trade tensions.

United States Steel Corporation X shares closed the day rallying over 8%.

Concerns about tariffs are particularly high in Canada, where Toronto’s commodity-heavy market is sensitive to U.S. economic policy. The Toronto Stock Exchange’s materials sector has already felt the impact, with GreenFirst Forest Products ICLTF closing Wednesday down 3.40%.

While the U.S. dollar had periods of decoupling from its typically inverse correlation to commodity prices, that was not the case following the election results.

“A strong U.S. dollar has somewhat weighed on commodity prices,” Douglas Porter, chief economist at BMO Capital Markets, said per Reuters.

Notably, Porter was one of the voices pointing out the elephant in the room: the budget deficit issue.

“The reality is that neither presidential candidate has offered any serious path to reining in the budget deficit — quite the opposite for the most part,” he wrote in September.

Porter’s current insight reflects a broader worry that if Trump imposes aggressive tariffs, the Canadian market’s reliance on resource exports could be at risk, impacting commodity-driven industries across North America.

Over his first term, Trump has consistently supported the U.S. mining sector. In 2020, he issued an executive order backing critical mineral mining, stating, “A strong America cannot be dependent on imports from foreign adversaries for the critical minerals necessary to maintain our economic and military strength.”

Trump’s 25% tariff on imported steel and 10% on aluminum from 2018 was eventually revoked by the Biden administration.

Trump’s emphasis on “American independence” in mining could signal more federal backing for domestic projects if he pursues similar policies in his second term.

Still, experts warn about the necessity from the demand side.

“There’s not actually much being done on the demand side to make sure that these products are going to have an off-taker,” said John Jacobs, a senior policy analyst at the Bipartisan Policy Center per S&P Global.

Yet, the mining issue might be too complex for any administration to address over a single term. Currently, there are no operational U.S. mines focused on essential battery metals like cobalt or graphite and only one active nickel mine.

Read Next:
US Treasuries Take Sharpest Plunge In A Year Ahead Of Fed Meeting: Could Powell Adjust Stance In Response To Trump?

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