Category: Canada

Denarius Metals Announces Graduation of Public Listing to CBOE Canada

Denarius Metals Corp. (OTCQX: DNRSF) has announced that effective as of market open on 27 March 2024, the company’s common shares (CUSIP 248233207) and certain common share purchase warrants (CUSIP 248233116) will commence trading on Cboe Canada under the symbol “DSLV” and “DSLV.WT”, respectively. The common shares and warrants have been delisted from the TSX Venture Exchange.

Serafino Iacono, executive chairman and CEO of Denarius Metals, commented, “Since our inception in 2021, we have successfully created an emerging metals producer from our portfolio of high-grade projects focused on in-demand critical minerals in Spain and Colombia. Our Zancudo Au-Ag Project in Colombia is starting production this year and our recently acquired Aguablanca Ni-Cu Project in Spain is expected to commence production in 2025. Cboe’s global exchange platform and increased investor reach were major considerations in our decision to graduate our securities to Cboe Canada to support the continuing growth in our Company and the expansion of our global investor base.”

Cboe Canada is Canada’s Tier 1 stock exchange for the purpose-driven innovation economy, providing a best-in-class listing experience for issuers that are shaping the economies of tomorrow. Fully operational since 2015, Cboe Canada lists investment products and companies seeking an internationally recognized stock exchange that enables investor trust, quality liquidity, and broad awareness including unfettered access to market data.

Cboe Canada is part of the Cboe Global Markets network, leveraging deep international expertise, industry-leading market intelligence and technology, and unparalleled service to deliver what stakeholders and the world need now, and for the future.

To read more about this, please visit www.denariusmetals.com

To read more news like this, please visit www.theassay.com/news

BMO Capital Markets cuts price targets on shares for Canada’s big telecom players

TORONTO — Shares of some of Canada’s big telecommunications companies fell as BMO Capital Markets cut its share price targets for several names in the sector.

The firm also lowered its ratings on both BCE Inc. and Quebecor Inc. to market perform from outperform on a slower growth outlook based on competitive pressures.

The move came as BMO lowered its target price for BCE shares to $46 from $54, while its target for Quebecor shares fell to $33 from $42.

It also cut its share price target for Rogers Communications Inc. to $65 compared with $80. Its target for Telus Corp. shares went to $24, from $26. 

BCE shares were down $1.77 at $44.12 in trading on the Toronto Stock Exchange, while Quebecor class B shares were down $1.00 at $28.72. 

Rogers class B shares fell $2.09 to $53.19, while Telus shares dropped 27 cents at $21.32.

This report by The Canadian Press was first published April 2, 2024.

Companies in this story: (TSX:BCE, TSX:QBR.B, TSX:RCI.B, TSX:T)

The Canadian Press

Fintech Nexus Newsletter (April 2, 2024): Private equity firm to acquire Canada’s Nuvei for $6.3 billion

This deal was first rumored to be happening in mid-March. 

Yesterday, it became official. Private equity firm Advent International has agreed to acquire Nuvei in an all-cash deal valued at $6.3 billion.

The payments technology giant has been a public company since listing on the Toronto Stock Exchange in 2020 (it is also listed on Nasdaq).

Nuvei made headlines last year when celebrity entrepreneur Ryan Reynolds invested in the company and became the frontman in a series of witty TV ads.

With the Capital One-Discover deal that made huge headlines a month ago, could we be starting to see some serious M&A activity? 

Watch this space.


> Nuvei Goes Private in $6.3 Billion Sale to Advent International

www.pymnts.com 

Canadian payments FinTech Nuvei is set to become a private company. Nuvei announced the $6.3 billion deal with private equity firm Advent International on Monday, three weeks after reports of a possible acquisition emerged.


From Fintech Nexus

> Fighting cash: Nubank seeks partners in Mexico

By David Feliba

Nubank announced a partnership with Arcus by Mastercard to incorporate cash deposits into its offering in Mexico.

> Top 10 Most Popular Articles in March

By Peter Renton

The top 10 most viewed articles from March on Fintech Nexus.


Podcast

Chris Dean - Fintech Nexus Newsletter

> Chris Dean, Co-Founder & CEO of Treasury Prime on the banking-as-a-service landscape

Banking as a Service (BaaS) has gone through an upheaval in the first quarter of 2024. Chris Dean, CEO of Treasury Prime,…

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  • Peter Renton

    Peter Renton is the chairman and co-founder of Fintech Nexus, the world’s largest digital media company focused on fintech. Peter has been writing about fintech since 2010 and he is the author and creator of the Fintech One-on-One Podcast, the first and longest-running fintech interview series.

Meridian to raise $15m to advance Cabaçal project

Meridian Mining UK S has announced a bought deal to raise $15m, with Beacon Securities and BMO Capital Market acting as co-lead underwriters.

Beacon and BMO will act on behalf of a syndicate of underwriters.

Under the terms of the agreement, the underwriters will buy 42,860,000 common shares of Meridian at $0.35 each.

The net proceeds will be utilised for the Cabaçal project’s pre-feasibility study, resource delineation drilling and continued exploration, as well as for working capital and general corporate needs.

Meridian also provided the underwriters with an over-allotment option, exercisable in whole or in part, to purchase up to an additional 15% of the offered shares.

This option can be exercised if there is additional demand from investors, providing a potential increase in the total funds raised.

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The offering is expected to close on or about 9 April 2024, subject to the satisfaction of various conditions such as the approval of the Toronto Stock Exchange.

Meridian Mining is focused on the regional scale exploration of the Cabaçal VMS belt in Mato Grosso, Brazil, as well as the development and investigation of the advanced-stage Cabaçal VMS gold-copper project.

Within the 50km VMS belt, Cabaçal is a gold-copper-silver-rich VMS deposit that has the potential to be mined independently.

In March 2021, Meridian obtained an environmental permit to start exploration activities at the Cabaçal volcanic massive sulphide project.


TSX set for muted open after three-day record run; gold and oil stocks to limit declines

STORY CONTINUES BELOW THESE SALTWIRE VIDEOS

Carbon tax protest at Nova Scotia-New Brunswick border | SaltWire #newbrunswick #novascotia #rally

Watch on YouTube: “Carbon tax protest at Nova Scotia-New Brunswick border | SaltWire #newbrunswick #novascotia #rally”

By Purvi Agarwal

(Reuters) -Canada’s main stock index is set to snap its three-session gaining streak as communication services and tech stocks, rattled by investor concerns around the timing of the Federal Reserve’s interest rate cuts, dragged down the index.

At 10:11 a.m. ET (14:11 GMT), the Toronto Stock Exchange’s S&P/TSX composite index was down 103.26 points, or 0.47%, at 22,081.99.

Communication services stocks led declines on the index with a 2.7% slide. Integrated telecommunication service provider Quebecor pulled down the sector with a 4.1% decline after brokerage BMO downgraded it to “market perform” from “outperform”.

Information technology stocks followed suit, losing 1.7%. Crypto miners Hut 8 and Bitfarms dragged the sector with a 13.2% and 6.1% decline tracking a 6.3%. fall in Bitcoin.

“This modest weakness is really driven by concerns that the economic strength in the US and higher oil prices in the last couple of days, could delay the Fed’s rate cuts”, said Angelo Kourkafas, senior investment strategist at Edward Jones Investments.

The energy and materials sectors were the only outliers amid the broad sell-off with a 0.7% and 0.6% rise, tracking an upward tick in gold, copper and oil prices. [GOL/] [MET/L]

Bond yield on the benchmark Canadian government bond hit its highest since February 2024 in the session.

Data suggesting strong economic growth in the U.S has investors adjusting their bets on the timing of interest rate cuts in the year.

“Now over the last couple of days, markets are pricing in slightly less than what policymakers project, and that re-calibration of expectations is triggering the pullback”, Kourkafas added.

In corporate news, cannabis firms Canopy Growth Corp and Aurora Cannabis rose 7.5% and 9.6% after the Florida Supreme Court allowed voters to decide on the fate of recreational use of marijuana in the U.S. state through a referendum in November.

(Reporting by Purvi Agarwal in Bengaluru; Editing by Tasim Zahid)

Precision Drilling Corporation 2024 First Quarter Results Conference Call and Webcast


Precision Drilling Corporation 2024 First Quarter Results Conference Call and Webcast – Toronto Stock Exchange News Today – EIN Presswire




















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Calfrac Well Services Ltd. 2024 First Quarter Earnings Release, Conference Call and Webcast


Calfrac Well Services Ltd. 2024 First Quarter Earnings Release, Conference Call and Webcast – Toronto Stock Exchange News Today – EIN Presswire




















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Aura Minerals : Informação Prestada às Bolsas Estrangeiras

ANNUAL INFORMATION FORM


For the year ended December 31, 2023


Dated as of April 1, 2024


TABLE OF CONTENTS

  • 1 INTRODUCTORY NOTES …………………………………………………………………………………………………………………. 5

  • 2 CORPORATE STRUCTURE AND DESCRIPTION OF CAPITAL STRUCTURE ……………………………………. 6

  • 3 GENERAL DEVELOPMENT OF THE BUSINESS ……………………………………………………………………………….. 7

  • 3.1 THREE YEAR HISTORY ……………………………………………………………………………………………………………. 8

    • 3.1.1 Recent Developments ……………………………………………………………………………………………………………. 8


    • 3.1.2 Management Updates ……………………………………………………………………………………………………………. 9


    • 3.1.3 Normal Course Issuer Bid and Buyback Program from BDRs …………………………………………………….. 9


    • 3.1.4 Gold Road Sale …………………………………………………………………………………………………………………… 10


    • 3.1.5 Big River Acquisition ………………………………………………………………………………………………………….. 10


    • 3.1.6 Minosa ………………………………………………………………………………………………………………………………. 10


    • 3.1.7 Apoena (EPP Project) ………………………………………………………………………………………………………….. 11


    • 3.1.8 Aranzazu ……………………………………………………………………………………………………………………………. 11


    • 3.1.9 Almas ………………………………………………………………………………………………………………………………… 11


  • 4 DESCRIPTION OF THE BUSINESS ………………………………………………………………………………………………….. 12


    • 4.1 PRINCIPAL MARKETS AND DISTRIBUTION METHODS ………………………………………………………… 12


    • 4.2 EMPLOYEES ……………………………………………………………………………………………………………………………. 12


    • 4.3 SPECIAL SKILL AND KNOWLEDGE ……………………………………………………………………………………….. 12


    • 4.4 BUSINESS CYCLES …………………………………………………………………………………………………………………. 12


    • 4.5 COMPETITIVE CONDITIONS ………………………………………………………………………………………………….. 12


    • 4.6 RAW MATERIALS (COMPONENTS) ………………………………………………………………………………………… 12


    • 4.7 ENVIRONMENTAL PROTECTION …………………………………………………………………………………………… 13


    • 4.8 SOCIAL OR ENVIRONMENTAL POLICIES ……………………………………………………………………………… 13


    • 4.9 2023 GOLD AND COPPER SALES ……………………………………………………………………………………………. 14


    • 4.10 OPERATIONS IN EMERGING MARKETS ………………………………………………………………………………… 14


      • 4.10.1 Control over and Communication with Foreign Subsidiaries …………………………………………………….. 14


      • 4.10.2 Board and Management Expertise …………………………………………………………………………………………. 15


      • 4.10.3 Internal Control Over Financial Reporting and Funds ………………………………………………………………. 15


4.10.4 Records ……………………………………………………………………………………………………………………………… 15


5


MINERAL PROJECTS ……………………………………………………………………………………………………………………… 15


5.1 ARANZAZU MINE …………………………………………………………………………………………………………………… 15


  • 5.1.1 Introduction ………………………………………………………………………………………………………………………… 15


  • 5.1.2 History, Location and Ownership ………………………………………………………………………………………….. 16


  • 5.1.3 Geology and Mineralization …………………………………………………………………………………………………. 17


  • 5.1.4 Exploration and Data Management ……………………………………………………………………………………….. 18


  • 5.1.5 Mineral Resource Estimate …………………………………………………………………………………………………… 18


  • 5.1.6 Mineral Reserve Estimate …………………………………………………………………………………………………….. 19


  • 5.1.7 Mine Design ……………………………………………………………………………………………………………………….. 20


  • 5.1.8 Metallurgy and Processing ……………………………………………………………………………………………………. 20


  • 5.1.9 Infrastructure ………………………………………………………………………………………………………………………. 21


  • 5.1.10 Environment ………………………………………………………………………………………………………………………. 21


  • 5.1.11 Operational Costs (Opex) …………………………………………………………………………………………………….. 22


  • 5.1.12 Capital Costs (Capex) ………………………………………………………………………………………………………….. 23


  • 5.1.13 Financial Evaluation ……………………………………………………………………………………………………………. 23


  • 5.1.14 Conclusions and Recommendations ………………………………………………………………………………………. 25


  • 5.1.15 2023 Company Update ………………………………………………………………………………………………………… 26


  • 5.2 SAN ANDRES MINE ………………………………………………………………………………………………………………… 34


    • 5.2.1 Introduction ………………………………………………………………………………………………………………………… 34


    • 5.2.2 Project Description and Location …………………………………………………………………………………………… 34


    • 5.2.3 Accessibility, Climate, Local Resources, Infrastructure and Physiography …………………………………. 34


    • 5.2.4 History ………………………………………………………………………………………………………………………………. 35


    • 5.2.5 Geology and Mineralization …………………………………………………………………………………………………. 36


    • 5.2.6 Exploration, Drilling, Sampling, Analysis, and Data Verification ……………………………………………… 37


    • 5.2.7 Metallurgical Testing …………………………………………………………………………………………………………… 39


    • 5.2.8 Mineral Resources and Mineral Reserves ……………………………………………………………………………….. 40


    • 5.2.9 Mining and Processing …………………………………………………………………………………………………………. 42


    • 5.2.10 Environmental Considerations ………………………………………………………………………………………………. 43


    • 5.2.11 Economic Considerations …………………………………………………………………………………………………….. 44


    • 5.2.12 Conclusions and Recommendations ………………………………………………………………………………………. 44


    • 5.2.13 2023 Company Update ………………………………………………………………………………………………………… 45


  • 5.3 APOENA MINES (EPP) …………………………………………………………………………………………………………….. 49


    • 5.3.1 Introduction ………………………………………………………………………………………………………………………… 49


    • 5.3.2 Reliance on Other Experts ……………………………………………………………………………………………………. 50


    • 5.3.3 Property Description and Location ………………………………………………………………………………………… 50


    • 5.3.4 Accessibility, Climate, Local Resources, Infrastructure, Physiography, and Socio-Economic Context


      51


    • 5.3.5 History ………………………………………………………………………………………………………………………………. 52


  • 5.3.6 Geology and Mineralization …………………………………………………………………………………………………. 53


  • 5.3.7 Drilling, Sampling and Assaying …………………………………………………………………………………………… 55


  • 5.3.8 Data Verification and QAQC Measures …………………………………………………………………………………. 57


  • 5.3.9 Nosde and Lavrinha Mineral Resource Estimate ……………………………………………………………………… 57


  • 5.3.10 Mineral Processing and Metallurgical Testing ………………………………………………………………………… 60


  • 5.3.11 Recovery Methods ………………………………………………………………………………………………………………. 62


  • 5.3.12 Mineral Reserve Estimate …………………………………………………………………………………………………….. 63


  • 5.3.13 Mining Method …………………………………………………………………………………………………………………… 65


  • 5.3.14 Environmental Studies, Permitting, and Social or Community Impacts ………………………………………. 66


  • 5.3.15 Economic Analysis ……………………………………………………………………………………………………………… 68


  • 5.3.16 2023 Company Update ………………………………………………………………………………………………………… 68


  • 5.4 ALMAS MINE ………………………………………………………………………………………………………………………….. 83


    • 5.4.1 Introduction ………………………………………………………………………………………………………………………… 83


    • 5.4.2 Property Description and Ownership ……………………………………………………………………………………… 83


    • 5.4.3 Geology & Exploration ………………………………………………………………………………………………………… 84


    • 5.4.4 Drilling, Sampling, and Assaying ………………………………………………………………………………………….. 84


    • 5.4.5 Data Verification ………………………………………………………………………………………………………………… 85


    • 5.4.6 Mineral Processing and Metallurgical Testing ………………………………………………………………………… 85


    • 5.4.7 Mineral Resources ………………………………………………………………………………………………………………. 85


    • 5.4.8 Mining Methods ………………………………………………………………………………………………………………….. 88


    • 5.4.9 Recovery Methods ………………………………………………………………………………………………………………. 89


    • 5.4.10 Project Infrastructure …………………………………………………………………………………………………………… 90


    • 5.4.11 Market Studies and Contracts ……………………………………………………………………………………………….. 91


    • 5.4.12 Environmental Studies, Permitting and Social or Community Impact ………………………………………… 91


    • 5.4.13 Capital and Operating Costs …………………………………………………………………………………………………. 92


    • 5.4.14 Economic Analysis ……………………………………………………………………………………………………………… 93


    • 5.4.15 Conclusions ………………………………………………………………………………………………………………………… 97


    • 5.4.16 Recommendations ……………………………………………………………………………………………………………….. 97


    • 5.4.17 2023 Company Update ………………………………………………………………………………………………………… 97


  • 5.5 MATUPÁ PROJECT ………………………………………………………………………………………………………………… 101


    • 5.5.1 Property Description and Ownership ……………………………………………………………………………………. 101


    • 5.5.2 Geology and Exploration ……………………………………………………………………………………………………. 101


    • 5.5.3 Drilling, Sampling and Assaying …………………………………………………………………………………………. 102


    • 5.5.4 Data Verification ………………………………………………………………………………………………………………. 104


    • 5.5.5 Mineral Processing and Metallurgical Testing ………………………………………………………………………. 104


    • 5.5.6 Mineral Resources …………………………………………………………………………………………………………….. 106


    • 5.5.7 Mineral Reserve ………………………………………………………………………………………………………………… 110


    • 5.5.8 Mining Method …………………………………………………………………………………………………………………. 111


    • 5.5.9 Operational Production Mining …………………………………………………………………………………………… 112


  • 5.5.10 Recovery Methods …………………………………………………………………………………………………………….. 113


  • 5.5.11 Project Infrastructure …………………………………………………………………………………………………………. 114


  • 5.5.12 Environmental Studies, Permitting and Social or Community Impact ………………………………………. 114


  • 5.5.13 Capital and Operating Costs ……………………………………………………………………………………………….. 115


  • 5.5.14 Economic Analysis ……………………………………………………………………………………………………………. 116


  • 5.5.15 Conclusion ……………………………………………………………………………………………………………………….. 118


  • 5.5.16 Recommendations ……………………………………………………………………………………………………………… 119


  • 5.5.17 2023 Company Update ………………………………………………………………………………………………………. 119


  • 5.6 BORBOREMA PROJECT ………………………………………………………………………………………………………… 119


    • 5.6.1 Property Description and Location ………………………………………………………………………………………. 119


    • 5.6.2 Geology and Exploration ……………………………………………………………………………………………………. 119


    • 5.6.3 Drilling, Sampling & Assaying ……………………………………………………………………………………………. 121


    • 5.6.4 Data Verification ………………………………………………………………………………………………………………. 124


    • 5.6.5 Mineral Processing and Metallurgical Testing ………………………………………………………………………. 124


    • 5.6.6 Mineral Resources …………………………………………………………………………………………………………….. 125


    • 5.6.7 Mineral Reserve ………………………………………………………………………………………………………………… 131


    • 5.6.8 Mining Method …………………………………………………………………………………………………………………. 132


    • 5.6.9 Recovery Methods …………………………………………………………………………………………………………….. 132


    • 5.6.10 Project Infrastructure …………………………………………………………………………………………………………. 133


    • 5.6.11 Environmental Studies, Permitting, Social and Community Impacts ………………………………………… 134


    • 5.6.12 Capital and Operating Costs ……………………………………………………………………………………………….. 134


    • 5.6.13 Economic Analyses ……………………………………………………………………………………………………………. 135


    • 5.6.14 Conclusion ……………………………………………………………………………………………………………………….. 138


    • 5.6.15 Recommendations ……………………………………………………………………………………………………………… 138


    • 5.6.16 2023 Company Update ………………………………………………………………………………………………………. 138


  • 5.7 AGGREGATED MINERAL RESOURCE AND RESERVES ……………………………………………………….. 138


  • 6 ADDITIONAL PROPERTIES ………………………………………………………………………………………………………….. 142


  • 6.1
    TOLDA FRIA PROJECT ………………………………………………………………………………………………………….. 142


    6.2
    SERRA DE ESTRELA PROJECT ……………………………………………………………………………………………… 143


  • 7 DIVIDENDS ………………………………………………………………………………………………………………………………….. 143


  • 8 MARKET FOR SECURITIES ………………………………………………………………………………………………………….. 144


  • 9 PRIOR SALES ……………………………………………………………………………………………………………………………….. 145


  • 10 DIRECTORS AND OFFICERS ………………………………………………………………………………………………………… 145


  • 11 RISK FACTORS …………………………………………………………………………………………………………………………….. 148


  • 12 TRANSFER AGENTS AND REGISTRARS ……………………………………………………………………………………… 159


  • 13 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ………………………… 160


  • 14 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ……………………………………………………………….. 160


    MATERIAL CONTRACTS ……………………………………………………………………………………………………………… 160


  • 16 INTERESTS OF EXPERTS ……………………………………………………………………………………………………………… 160


  • 17 ADDITIONAL INFORMATION ………………………………………………………………………………………………………. 161


  • 18 AUDIT COMMITTEE DISCLOSURE ………………………………………………………………………………………………. 161


1


INTRODUCTORY NOTES


1.1


Date of Information


In this Annual Information Form (“AIF”), Aura Minerals Inc., together with its subsidiaries, as the context requires, is referred to as “Aura


Minerals”, “Aura” or the “Company”.
All information contained herein is as at December 31, 2023, unless otherwise stated.


1.2


Financial Information


Reference is made in this AIF to the consolidated audited financial statements of the Company for the year ended December 31, 2023, a copy of which may be obtained online at
www.sedarplus.com. All financial information in this AIF is prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).


1.3


Cautionary Note Regarding Forward-Looking Information


This AIF, and the documents incorporated by reference, contain certain “forward
looking information” and “forwardlooking statements”, as defined in applicable securities laws (collectively, “forwardlooking statements”). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements relate to future events or future performance and reflect the Company’s current estimates,


predictions, expectations or beliefs regarding future events and include, without limitation, statements with respect to: expected production from,
and the further potential of the Company’s properties; the ability of the Company to achieve its longer-term outlook and the anticipated timing


and results thereof; the ability to lower costs and increase production; the economic viability of a p
roject; strategic plans, including the Company’s plans with respect to its properties; amounts of mineral reserves and mineral resources; the amount of future production over any period; capital expenditure and mine production costs; the outcome of mine permitting and other required permitting; the outcome of legal proceedings which involve the Company; information with respect to the future price of copper, gold, silver and other minerals; estimated mineral reserves and mineral resources; the Company’s exploration and development program; estimated future expenses; exploration and development capital requirements; the amount of waste tons mined; the amount of mining and haulage costs; operating costs; strip ratios and mining rates; expected grades and ounces of metals and minerals; expected processing recoveries; expected time frames; prices of metals and minerals; mine life; gold hedge programs; the ability of the Company to successfully maintain operations at its producing assets, or to restart these operations efficiently or economically, or at all; and the ability of the Company to continue as a going concern. Often, but not always, forward-looking statements may be identified by the use of words such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or


be achieved, or the negative of any of these terms and similar expressions.


Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements in this AIF are based upon, without limitation, the following estimates and assumptions: the presence of and continuity of metals at the
Company’s projects at modeled grades; the capacities of various machinery and equipment; the availability of personnel, machinery and equipment at estimated prices; exchange rates; metals and minerals sales prices; appropriate discount rates; tax rates and royalty rates applicable to the mining operations; cash costs; anticipated mining losses and dilution; metals recovery rates, reasonable contingency requirements; our expected ability to develop adequate infrastructure at a reasonable cost; our expected ability to develop our projects including financing such projects; and receipt of regulatory approvals on acceptable terms.


Known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s ability to
predict or control could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to the section entitled “Risk Factors” in this AIF for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, risks related to exploration, development and operations, market fluctuations and commercial quantities of minerals, funding needs, liquidity and going concerns, foreign operations, government regulations, consents and approvals, stakeholders, increases in production costs, construction and development of new mines, infrastructure, concentration of customers, environmental and safety regulations and risks, competition, retention of key personnel, uncertainty in the estimation of mineral resources and reserves, replacement of depleted mineral reserves, production estimates, currency risk, write-downs and impairments, mineral titles, market price of Shares and Brazilian Depositary Receipts (“BDRs”), insurance and uninsured risks, public company obligations, tax matters, information technology, labour and employment matters, nature and climatic conditions, risks inherent in acquisitions, reputational risk, risks associated with transportation and storage of ingots or concentrate, risks associated with joint ventures, illegal activity, litigation, enforcement of judgments, interests of the controlling shareholder, dividend policy and global financial conditions. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements.


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


Currency Presentation and Exchange Rate Information


This AIF contains references to both United States dollars and Canadian dollars.
Unless otherwise stated, references herein to “$” are to the United


States dollar.
References to “C$” are to the Canadian dollar. For U.S. dollars to Canadian dollars, the average exchange rate for 2023 and the exchange rate as at December 31, 2023 was 1 U.S. dollar per 0.77 and 0.74 Canadian dollars, respectively.


1.5


Qualified Persons


Farshid Ghazanfari, P.Geo., Geology and Mineral Resources Manager for the Company, has reviewed and approved the scientific and technical information contained within this AIF and its disclosure as the Qualified Person for Aura as defined in National Instrument 43-101
Standards of Disclosure for Mineral Projects (“NI 43101″).


1.6


Gold Equivalent Ounces


Gold equivalent ounces (“GEO”) is calculated by converting the production of silver and copper into gold using a ratio of the
prices of these metals to that of gold. The prices used to determine the GEO are based on the weighted average price of silver and copper realized from sales at the Aranzazu Complex during the relevant period.


1.7


Non-GAAP Measures


The Company has included certain non-GAAP financial measures, which the Company believes, that together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-GAAP financial 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 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. The non-GAAP financial measures included in this AIF include:


These measures are non-GAAP financial measures that should be read in conjunction with the
Company’s management discussion and analysis for the three and twelve months ended December 31, 2023 (the “2023 MD&A”) and the Company’s audited annual financial statements for the years ended December 31, 2023 and December 31, 2022 (the “2023 Financial Statements”). For a discussion of the use of these non-GAAP measures and reconciliations thereof to the most directly comparable GAAP measures, see “Section 17: Non-GAAP Performance Measures” in the 2023 MD&A, which is available under the Company’s profile on SEDAR+ atwww.sedarplus.com.


2


CORPORATE STRUCTURE AND DESCRIPTION OF CAPITAL STRUCTURE


The Company’s registered office is located at Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.
The Company maintains a head office through its wholly owned subsidiary Aura Technical Services Inc., at 255 Giralda Avenue, Suite 06W102, Coral Gables, Florida, 33134.


2.1


Corporate History


The Company was originally incorporated under the
Business Corporations Act (Ontario) (the “OBCA”) by Letters Patent dated July 12, 1946, under the name Baldwin Consolidated Mines Limited. By Articles of Amendment dated July 11, 1989, the Company changed its name to “Canadian Baldwin Holdings Limited” and consolidated its common shares on a 5:1 basis. By Articles of Amendment dated July 27, 2005, the


Company changed its name to “Canadian Baldwin Resources Limited” and further consolidated its common shares on a 1.75:1 basis
. By Articles of Amendment dated March 22, 2006, the Company changed its name to “Aura Gold Inc.” and by Articles of Continuance dated April 20, 2006, the Company was continued from the OBCA to the Canada Business Corporations Act (the “CBCA”). By Articles of Amendment dated July 20, 2007, the Company changed its name to “Aura Minerals Inc.” By Articles of Amendment dated July 23, 2009, the Company consolidated all of its issued and outstanding common shares on the basis of one new common share for five previously issued and outstanding common shares. By Articles of Amendment dated December 30, 2016, the Company consolidated all of its issued and outstanding common shares on the basis of one new common share for ten previously issued and outstanding common shares. On December 30, 2016, the Company was continued from the CBCA to the BVI Business Companies Act (British Virgin Islands). On December 30, 2018, the Company approved the consolidation of all of its issued and outstanding shares on the basis of one new share for ten previously issued and outstanding shares.


2.2


Share Split


On August 11, 2020, the Company announced that holders as at
the close of business on August 20, 2020 (the “Share Record Date”) would receive an additional 14 shares for each one share held as of the Share Record Date (the “Share Split”). In connection with the Share Split, each BDR of


the Company was also divided into 15 issued BDRs.


Capital Structure


The Company is authorized to issue an unlimited number of common
shares (the “Shares”). All references to securities of the Company included in this AIF are set out on a post-Share Split basis. As at the date of this AIF, the Company had 72,237,003 Shares outstanding.


Holders of Shares are entitled to receive notice of any meetings of shareholders of the Company, to attend and to cast one vote per Share at all such meetings. Holders of Shares are also entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefore and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro-rata basis the net assets of the Company after payment of debts and other liabilities. The Shares do not carry any pre-emptive or conversion rights.


2.4


Subsidiaries


The following are the Company’s principal subsidiaries (collectively, the “Subsidiaries”), together with the governing law of
each company. Each


Subsidiary is 100% beneficially owned, controlled, or directed, directly or indirectly, by the Company. Although the Company only holds 49% of the voting rights in Mineração Apoena S.A., the Company has determined that it has the full beneficial ownership over the entity as the Company is exposed to variable returns from its involvement with the entity and has the ability to affect those returns through its power to coordinate the activities of the entity. Certain subsidiaries are omitted pursuant to NI 51-102.


3


GENERAL DEVELOPMENT OF THE BUSINESS


Aura is a mid-tier gold and copper production company focused on the operation and development of gold and copper projects in the Americas. Aura
s Shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “ORA, while its BDRs, each representing one Share of the Company, are listed on the B3 S.A. – Brasil, Bolsa Balcão, a stock exchange located in São Paulo, Brazil, under the symbolAURA33. The Companys Shares also trade on the OTCQX Best Market under the symbolORAAF.” The Company’s focus is to grow its business responsibly, sustainably and profitably while also adhering to the highest environmental and safety standards.


The Company has the following mineral properties:


Producing assets:


  • · The Minosa
    Mine (“San Andres”, “Minosa”, “San Andres Mine”, the “San Andres Project”) – is an open-pit heap leach gold mine located in the highlands of western Honduras. The mine is situated in the municipality of La Union, Department of Copan, approximately 150 km southwest of the city of San Pedro Sula.


  • · The Apoena
    (“EPP”, “Apoena”) – is a mining complex located in the southwest of Mato Grosso state, near Pontes e Lacerda in Brazil, which consists of the following gold deposits: Lavrinha open-pit mine (“Lavrinha”), the Ernesto openpit mine (“Ernesto”), the Japonês open-pit mine, the Nosde open-pit mine, and several other near mine open-pit prospects including Bananal North, Bananal South, Japonês West, and Pombinhas, among others.


  • ·
    The Aranzazu Mine (“Aranzazu”, “Aranzazu Mine” or “Aranzazu Complex”) is an underground copper mine that produces gold and silver as a by-product. It is located within the Municipality of Concepcion del Oro in the State of Zacatecas, Mexico, near the northern border with the State of Coahuila. The property is situated in a rugged mountainous area and can be accessed from either the city of Zacatecas, located 250 km to the southwest, or from the city of Saltillo, located 112 km to the northeast in the State of Coahuila.


  • · The Almas Mine
    (“Almas”) – is a gold mine located in the state of Tocantins, Brazil. It comprises three deposits: Paiol, Vira Saia, and Cata Funda – along with several exploration targets such as Nova Prata/Espinheiro, Jacobina, and Morro do Carneiro, spread across a total area of 101,000 hectares of mineral rights.


Projects in Development:


  • · Borborema Project (
    Borborema) is a greenfield open pit gold project, located in the municipality of Currais Novos, Rio Grande do Norte state, in the northeast of Brazil. Aura completed a Feasibility Study in August 2023 which indicated anticipated production of 748,000 ounces of gold over an 11.3-year mine life, with possibilities for even greater output. Borborema also showcases a strong mineral reserve base, with probable mineral reserves of 812,000 oz gold, and an extensive mineral resource profile with strong growth potential that consists of 2,077 koz of indicated mineral resources and 393 koz of inferred mineral resources. Initial measures have already been undertaken to start obtaining the permits to move the road, and upon its successful relocation, there exists the potential to convert 1,265 koz of indicated mineral resources into mineral reserves (exclusive of the current mineral reserves), depending on the future set of modifying factors, such as gold price, exchange rate and others. Aura now holds 100% of the shares of Borborema Inc., which indirectly owns Borborema and envisions the project to be economically strong and also a testament to its strategic growth in Brazil’s mining landscape.


  • ·
    Matupá Project (“Matupa”) – is a gold project located in the northern part of the state of Mato Grosso, Brazil and consists of three deposits: X1, Serrinhas (gold), and Guarantã Ridge (base metal). The main focus for exploration was the X1 deposit, a 350-meter-long target which resulted in an established mineral resource and a NI 43-101 compliant technical report. The Matupá Project’s claims consist of multiple exploration targets, including a copper porphyry target, within a total mineral rights area of 62,500 hectares.


Other Projects and Mines:


  • ·
    Aura Carajás (“Serra da Estrela Project”) – is a permitted exploration target of 9,805 hectares, located in the State of Para, Brazil, Carajás area. The area includes iron oxide copper gold (IOCG) mineralization targets along a 6 km strike with copper surface anomalies of up to 500ppm Cu and has nine historical exploration holes totaling 2,552 meters with positive intercepts showing mineralization. Aura acquired exploration rights and options to test for continuity and economic grades in the target area.


  • · São Francisco Gold Mine (
    São Francisco) is part of Apoena and is an open-pit heap leach gold mine located in the southwest of the state of Mato Grosso, Brazil, approximately 560 km west of Cuiaba, the state capital. Currently, the mine is under care and maintenance.


  • · Tolda Fria Gold Project (
    Tolda Fria) is a gold project located in Caldas State, Colombia. The project has a total of 6,624 hectares in mineral rights and the Company is generating potential targets through early-stage exploration. The project is under care and maintenance.


3.1


Three Year History


3.1.1


Recent Developments


On June 13, 2022, the Board approved a distribution and payment of dividends of $ 0.14 per Share, as an anticipation of the expected dividends to be paid in the second quarter of 2022. The total dividends distribution of $10.2 million was paid out on June 28, 2022.


On July 27, 2022, the Company announced the sale of all the issued and outstanding shares of its indirect wholly-owned subsidiary, Z79 Resources Inc., for a nominal consideration of $1.00 to PPG Arizona Holdings Acquisition. Z79 Resources, Inc. owns the Gold Road mine located in Arizona through its subsidiary, Gold Road Mining Corp. On November 3, 2021, the board of directors of Gold Road Mining Corp. decided to gradually wind down its operating activities at the mine. As a result, Gold Road produced only 767 residual ounces before being transitioned to care and maintenance during the fourth quarter of 2021.


On October 20, 2022, the Shares began trading on the OTCQX Best Market under the symbol “ORAAF.”


On November 8, 2022, the Company filed a technical report on SEDAR+ in accordance with NI 43-101 for the Matupá Gold Project located in the Matupá Municipality of Mato Grosso, Brazil. The Matupá Gold Project is situated in the Alta Floresta Province, a prolific region known for its mineral resources. Aura had also conducted advanced exploration at the Serrinhas Area of the Matupá project, as reported in the April 13, 2022 press release. The press release highlighted significant drill intersections, including 80.58 metres at 3.89 g/t Au from 11 to 91.58 meters and 49.55 metres at 1.26 g/t Au from 138.15 to 187.70 metres, confirming historical higher-grade intersections of MP2 Target.


On December 6, 2022, the Company announced that its board of directors (the
Board“) had approved the declaration and payment of a dividend in the amount of $0.14 per Share, amounting to approximately $10.1 million in total. This dividend was based on the expected results of Aura for the six-month period ending on December 31, 2022. On June 9, 2023, Aura announced the approval of a dividend of $0.14 per Share, totaling approximately $10 million. This dividend was based on Auras anticipated financial performance for the six months ending on June 30, 2023, in 8

Payment processing provider Nuvei to be taken private in $6.3B deal

Nuvei Corp., a major provider of payment processing software, has agreed to be taken private by investment firm Advent International at a $6.3 billion valuation.

The company announced the deal today. The all-cash transaction values it at $34 per share, a 56% premium over its last unaffected stock price.

The offer is backed by investment firms Novacap and CDPQ, which together with Nuvei Chief Executive Officer Philip Fayer have a majority stake in the software maker. They will sell about $560 million worth of shares as part of the deal. That will leave them with a combined 54% stake in the company once the acquisition closes.

Montreal-backed Nuvei was founded in 2003 by Fayer and went on to raise more than $60 million from investors such as Goldman Sachs. It later went public not once but twice: The company floated its shares on Toronto Stock Exchange in 2020 and launched a Nasdaq listing the following year. The two IPOs raised a combined $1.1 billion.

Nuvei provides a cloud platform that helps e-commerce companies, brick-and-mortar retailers and other businesses process payments. The platform can be embedded into a website or app to power its checkout page. Nuvei automatically customizes the checkout page’s language and payment currency for each customer.

Companies can integrate the platform into their applications in multiple ways. For small and midsized businesses with limited technical know-how, Nuvei provides a managed checkout page that can be built into an online store without writing code. For larger organizations that require the ability to customize its platform, the company offers an application programming interface.

Nuvei also has a presence in other parts of the financial technology market. It provides payment devices that retailers can use to process in-store purchases, as well as an app that allows a smartphone or tablet to be used for the same task. Another Nuvei tool helps e-commerce marketplace operators disburse payments to the third-party merchants active on their platforms.

“Nuvei has created a differentiated global payments platform with an innovative product offering that serves attractive payments end markets like global eCommerce, B2B and embedded payments,” said Advent Managing Director Bo Huang. “Our deep expertise and experience in payments give us conviction in the opportunity to support Nuvei as it continues to scale from its base in Canada as a global player in the space.”

That Advent is offering to buy Nuvei at a 56% premium reflects the fact the software maker has experienced strong growth in recent quarters. During the last three months of 2023, Nuvei’s revenue increased 46% year-over-year to $321.5 million. The total value of the transactions processed by its platform grew at an even faster clip, climbing 59% to $203 billion. 

Nuvei’s Fayer will continue to lead the company after the acquisition closes. Advent expects to complete the transaction in late 2024 or the first quarter of 2025. 

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Enthusiast Gaming Reports Fourth Quarter and Full-Year 2023 Results

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LOS ANGELES, April 01, 2024 (GLOBE NEWSWIRE) — Enthusiast Gaming Holdings Inc. (“Enthusiast Gaming” or the “Company”) (TSX: EGLX), a leading gaming media and entertainment company, today announced financial results for the three (“Q4 2023”) and 12 months ended December 31, 2023 (“FY 2023”).

“We are moving swiftly to simplify and streamline our business in order to improve financial performance,” commented Adrian Montgomery, Board Chair and interim CEO of Enthusiast Gaming. “The actions we have taken in Q1 2024 to focus on our core communities, content and experiences, position Enthusiast Gaming to quickly enhance our profitability and position us for growth as we move forward.”

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Added Montgomery, “Enthusiast Gaming embarks on this important year of transformation with many strengths: a large and highly engaged audience of gamers and esports fans, world-class marketing brands that want to reach them, and an enviable set of strategic partners such as the NFL.”

Financial Highlights for Q4 2023

  • Revenue decreased by 13% to $47.1 million, with the majority of the decline related to a decrease in lower margin revenue on the video platform
  • Gross profit increased by 5% to $18.9 million, with margins expanding 670 basis points to 40.2%
  • Adjusted EBITDA loss improved to $3.0 million compared to a loss of $5.2 million in Q4 2022
  • Net loss of $39.5 million includes non-cash impairment charges of $38 million

Full Year 2023 Business Highlights

  • Direct sales (included in revenue) for the year ended December 31, 2023 was $41.7 million as compared to approximately $37.4 million for the year ended December 31, 2022
  • Paid subscribers were 268,000 at December 31, 2023, a 2% increase from 262,000 at December 31, 2022
  • Unique Visitors of 52 million, a 4% increase year-over-year, extending position as the #1 Gaming Property in the U.S., based on the latest digital media ratings from Comscore (December 2023)

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“2024 is an important year of transformation for Enthusiast Gaming, including a $10 million cost reduction program implemented in March, to help us achieve profitability and deliver value for our shareholders,” said Felicia DellaFortuna, CFO of Enthusiast Gaming. “Some of these actions will result in lower revenue as we deprioritize low margin activities such as programmatic advertising through the network, but will also drive improved overall profitability in the form of higher gross margins and the foundation for positive Adjusted EBITDA.”

Fourth Quarter 2023 Results Comparison

Revenue was $47.1 million in Q4 2023, a 13% decrease compared to $54.0 million in Q4 2022. Media and Content revenue decreased 13% to $42.6 million and Subscription revenue decreased 13% to $3.3 million, partially offset by a 9% increase in Esports and Entertainment revenue to $1.2 million. During the quarter, the Company experienced lower views on its web and video platforms in part due to the strategic decision to de-prioritize lower margin businesses. Direct Sales (included in revenue) increased by 3% to $13.2 million in Q4 2023 compared to $12.8 million in Q4 2022.

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Gross profit increased 5% to $18.9 million in Q4 2023 compared to $18.1 million in Q4 2022, with gross margins expanding to 40.2% from 33.5% in Q4 2022.

Adjusted EBITDA loss was $3.0 million in Q4 2023 compared to an Adjusted EBITDA loss of $5.2 million in Q4 2022. Adjusted EBITDA in Q4 2023 excludes $2.6 million in severance and $0.4 million nonrecurring public costs such as annual Nasdaq listing fees.

Net loss was $39.5 million, or $(0.26) per share, in Q4 2023, compared to $11.8 million, or $(0.08) per share in Q4 2022. Net loss in Q4 2023 includes $38 million of non-cash impairment charges primarily related to goodwill and intangible assets.

Full-Year 2023 Results Comparison

Revenue was $178.2 million in 2023, a 12% decrease compared to $202.8 million in 2022. Media and Content revenue decreased 14% to $154.8 million, partially offset by a 10% increase in Esports and Entertainment revenue to $8.3 million and a 3% increase in Subscriptions revenue to $15.0 million. Direct Sales (included in revenue) increased by 11% to $41.7 million in 2023 compared to $37.4 million in 2022.

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Gross profit increased 6% to $67.4 million in 2023 compared to $63.5 million in 2022, with gross margins expanding to 37.8% from 31.3% in 2022.

Adjusted EBITDA loss was $13.0 million in 2023 compared to an Adjusted EBITDA loss of $15.1 million in 2022. Adjusted EBITDA for the year excludes $4.0 million in severance and $2.3 million in annual Nasdaq listing fees and D&O insurance costs.

Net loss was $117.7 million in 2023, or $(0.77) per share, compared to $76.8 million in 2022, or $(0.54) per share. Net loss in 2023 includes $86.2 million of non-cash impairment charges primarily related to goodwill and intangible assets.

Organizational Updates

As previously announced by the Company, Mr. Thomas Hearne was appointed to the Board of the Company on March 20, 2024. Mr. Hearne has subsequently been appointed Chairman of the Audit Committee of the Board. Additionally, the Company also announced that Ms. Tara Fournier is no longer with the Company. Ms. Fournier has served as the Company’s Chief People Officer since May 2023.

Investor Conference Call

Management will host a conference call and webcast on Monday, April 1, 2024, at 5 p.m. ET to review and discuss its Q4 2023 results. Conference call details:

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A replay will be available on Enthusiast Gaming’s website at enthusiastgaming.com/investors.

Supplemental Information

Enthusiast Gaming’s financial statements and management discussion and analysis (“MD&A”) are available at www.sedarplus.ca and enthusiastgaming.com/investors. All amounts are in Canadian dollars.

About Enthusiast Gaming

Enthusiast Gaming is a leading gaming media and entertainment company, building the largest platform for video game enthusiasts and esports fans to connect and compete worldwide. Combining the elements of its five core pillars: creators, content, communities, games, and experiences, Enthusiast Gaming provides a unique opportunity for marketers to create integrated brand solutions to connect with coveted Gen Z and Millennial audiences. Through its proprietary mix of digital media, content and gaming assets, Enthusiast Gaming continues to grow its network of communities, reflecting the scale and diversity of gaming enthusiasts today.

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Contacts

Enthusiast Gaming: Felicia DellaFortuna, Chief Financial Officer
Investors: FNK IR, Matt Chesler, CFA, investor@enthusiastgaming.com
Media: press@enthusiastgaming.com

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

Forward-Looking Statements

This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that Enthusiast Gaming anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking statements in this news release include, but are not limited to, statements regarding trends in certain financial and operating metrics of the Company, and expectations relating to the financial performance and the financial results of future periods.

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Forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, including, but not limited to, expectations and assumptions concerning: interest and foreign exchange rates; capital efficiencies, cost saving and synergies; growth and growth rates; the success in the esports and gaming media industry; the Company’s growth plan, and judgment applied in the application of the Company’s accounting policies and in the preparation of financial statements in accordance with applicable financial reporting standards. While Enthusiast Gaming considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; and future legislative, tax and regulatory developments. Readers are cautioned that the foregoing list is not exhaustive. For more information on the risks, uncertainties and assumptions that could cause anticipated opportunities and actual results to differ materially, please refer to the public filings of Enthusiast Gaming which are available on SEDAR at www.sedar.com. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter. Enthusiast Gaming disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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Non-GAAP Measures

This press release references certain non-GAAP measures, including Adjusted EBITDA, as described below. These non-GAAP measures are not recognized measures under GAAP and do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those GAAP measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under GAAP.

The Company uses non-GAAP measures including:

“EBITDA”, which is defined as earnings before interest, taxes, depreciation and amortization. Enthusiast Gaming calculates EBITDA using gross margin less total operating expenses plus share-based compensation, amortization and depreciation and annual general meeting legal and advisory costs; and,

“Adjusted EBITDA”, which is defined as EBITDA plus severance and other non-recurring items. Non-recurring items include the annual Nasdaq listing fees and directors and officers (“D&O”) liability insurance relating to the Company’s former listing on Nasdaq. 

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Enthusiast Gaming Holdings Inc.                    
Consolidated Statements of Loss and Comprehensive Loss             
For the three months and year ended December 31, 2023 and 2022            
(Expressed in Canadian Dollars)                    
      For the three months ended   For the year ended  
      December 31, 2023 December 31, 2022   December 31, 2023 December 31, 2022  
      (unaudited)   (unaudited)   (audited)   (audited)  
Revenue   $ 47,141,121   $ 53,970,597   $ 178,178,127   $ 202,835,921    
Cost of sales     28,204,166     35,901,209     110,756,401     139,371,400    
Gross margin     18,936,955     18,069,388     67,421,726     63,464,521    
Operating expenses                    
Professional fees     596,256     332,589     2,413,954     2,691,148    
Consulting fees     2,320,745     1,196,070     6,904,431     5,789,576    
Advertising and promotion     1,386,966     1,265,340     4,335,937     2,682,684    
Office and general     1,659,298     2,300,740     7,950,085     9,533,291    
Annual general meeting legal and advisory costs                 3,386,596    
Salaries and wages     9,610,955     9,358,074     37,564,336     36,493,089    
Technology support, web development and content     8,787,448     8,549,067     24,902,819     21,858,408    
Esports player, team and game expenses     565,742     733,389     2,527,541     4,352,150    
Foreign exchange loss (gain)     80,043     659,105     174,399     (446,625 )  
Share-based compensation     1,191,567     2,414,753     5,474,447     7,751,370    
Amortization and depreciation     1,646,055     3,450,031     10,432,382     16,707,844    
Total operating expenses     27,845,075     30,259,158     102,680,331     110,799,531    
                     
Other expenses (income)                    
Goodwill impairment     20,005,377         64,827,952     31,281,286    
Intangible asset impairment     14,602,083         21,440,143        
Investment in associates impairment     17,363         17,363        
Other long-term asset impairment     3,364,584         3,364,584        
Transaction costs                 114,853    
Share of net income from investment in associates and joint ventures   (383,893 )   (240,682 )   (456,062 )   (1,241,684 )  
Interest and accretion     615,761     656,205     2,449,139     3,620,186    
Loss on settlement of deferred payment liability                 3,302,824    
(Gain) loss on revaluation of deferred payment liability     (23,068 )   (82,225 )   592,053     (621,780 )  
Loss on modification of long-term debt     419,953         419,953        
Loss on derecognition of long-term debt                 482,282    
Gain on sale of intangible assets                 (4,836,075 )  
Gain on player buyouts         (13,384 )       (518,581 )  
Interest income     (1,020 )   (28,274 )   (64,316 )   (36,252 )  
Net loss before income taxes     (47,525,260 )   (12,481,410 )   (127,849,414 )   (78,882,069 )  
                     
Income taxes                    
Current tax expense     (135,170 )   (258,476 )   261,947     250,955    
Deferred tax recovery     (7,734,130 )   (399,505 )   (10,437,753 )   (2,302,219 )  
Net loss for the period     (39,655,960 )   (11,823,429 )   (117,673,608 )   (76,830,805 )  
                     
Other comprehensive (loss) income                    
Items that may be reclassified to profit or loss                    
Foreign currency translation adjustment     (1,107,935 )   (661,523 )   (1,427,872 )   8,102,682    
Net loss and comprehensive loss for the period   $ (40,763,895 ) $ (12,484,952 ) $ (119,101,480 ) $ (68,728,123 )  
                     
Net loss per share, basic and diluted   $ (0.26 ) $ (0.08 ) $ (0.77 ) $ (0.54 )  
Weighted average number of common shares outstanding, basic and diluted     154,393,280     151,264,623     153,191,778     143,535,305    
                     

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Enthusiast Gaming Holdings Inc.            
Consolidated Statements of Financial Position          
As of December 31, 2023 and December 31, 2022          
(Expressed in Canadian Dollars)            
      December 31,
2023
  December 31,
2022
 
             
ASSETS            
Current            
Cash   $ 6,851,966   $ 7,415,516    
Trade and other receivables     31,502,732     37,868,107    
Investments         125,000    
Loans receivable         50,935    
Income tax receivable     31,251     367,092    
Prepaid expenses     1,820,144     2,017,004    
Total current assets     40,206,093     47,843,654    
Non-current            
Property and equipment     124,640     180,621    
Right-of-use assets     1,441,149     2,099,996    
Investment in associates and joint ventures     2,888,730     2,450,031    
Long-term portion of prepaid expenses     182,108     279,814    
Intangible assets     85,421,227     116,967,438    
Goodwill     105,868,081     171,615,991    
Total assets   $ 236,132,028   $ 341,437,545    
             
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current            
Accounts payable and accrued liabilities   $ 47,101,272   $ 32,823,320    
Contract liabilities     6,078,950     5,380,378    
Income tax payable     274,924     129,485    
Current portion of long-term debt     21,888,597     17,431,625    
Current portion of deferred payment liability   82,231     2,391,863    
Current portion of lease liabilities     740,212     872,429    
Current portion of other long-term debt     9,668     10,891    
Total current liabilities     76,175,854     59,039,991    
Non-current            
Long-term portion of deferred payment liability   2,083,262     1,451,939    
Long-term lease liabilities     938,845     1,478,438    
Other long-term debt     140,613     144,844    
Deferred tax liability     14,076,780     24,671,326    
Total liabilities   $ 93,415,354   $ 86,786,538    
             
Shareholders’ Equity            
Share capital     444,474,076     442,781,376    
Contributed surplus     35,877,189     30,402,742    
Accumulated other comprehensive income     7,201,976     8,629,848    
Deficit     (344,836,567 )   (227,162,959 )  
Total shareholders’ equity     142,716,674     254,651,007    
Total liabilities and shareholders’ equity   $ 236,132,028   $ 341,437,545    
             

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Enthusiast Gaming Holdings Inc.          
Consolidated Statements of Cash Flows          
For the years ended December 31, 2023 and 2022          
(Expressed in Canadian Dollars)          
      December 31, 2023   December 31, 2022
           
Cash flows from operating activities          
Net loss for the year   $ (117,673,608 ) $ (76,830,805 )
Items not affecting cash:          
Goodwill impairment     64,827,952     31,281,286  
Intangible asset impairment     21,440,143      
Investment in associates impairment     17,363      
Other long-term asset impairment     3,364,584      
Amortization and depreciation     10,432,382     16,707,844  
Share-based compensation     5,474,447     7,751,370  
Interest and accretion     191,722     2,334,783  
Deferred tax recovery     (10,437,753 )   (2,302,219 )
Share of net income from investment in associates and joint ventures   (456,062 )   (1,241,684 )
Loss (gain) on revaluation of deferred payment liability     592,053     (621,780 )
Loss on settlement of deferred payment liability         3,302,824  
Gain on sale of intangible assets         (4,876,659 )
Foreign exchange loss (gain)     245,058     (775,004 )
Gain on player buyouts         (518,581 )
Gain on settlement of accounts payable         (587,769 )
Loss on modification of long-term debt     419,953      
Loss on derecognition of long-term debt         482,282  
Shares for services         (179,374 )
Provisions     105,512     479,007  
Changes in working capital:          
Changes in trade and other receivables     2,865,276     (3,328,743 )
Changes in prepaid expenses     289,713     128,180  
Changes in loans receivable         125,995  
Changes in accounts payable and accrued liabilities     14,277,952     944,457  
Changes in contract liabilities     698,572     1,142,087  
Changes in income tax     633,073     98,932  
Income tax paid     (151,793 )   (156,784 )
Net cash used in operating activities     (2,843,461 )   (26,640,355 )
           
Cash flows from investing activities          
Cash paid for mergers and acquisitions         (2,937,520 )
Cash acquired from mergers and acquisitions         1,748,602  
Proceeds from sale of intangible assets         5,460,959  
Proceeds from player buyouts, net of transaction costs         518,581  
Proceeeds from redemption of investments     125,000     6,865  
Repayment of deferred payment liability     (844,350 )   (472,833 )
Acquisition of intangible assets     (27,488 )    
Acquisition of property and equipment     (20,430 )   (11,278 )
Net cash (used in) provided by investing activities     (767,268 )   4,313,376  
           
Cash flows from financing activities          
Proceeds from long-term debt, net of transaction costs     8,222,904     9,758,128  
Repayment of long-term debt     (4,129,561 )   (2,588,238 )
Proceeds from exercise of options         289,034  
Repayment of other long-term debt     (12,569 )   (12,871 )
Lease payments     (986,802 )   (948,040 )
Net cash provided by financing activities     3,093,972     6,498,013  
           
Foreign exchange effect on cash     (46,793 )   590,220  
Net change in cash     (563,550 )   (15,238,746 )
Cash, beginning of year     7,415,516     22,654,262  
Cash, end of year   $ 6,851,966   $ 7,415,516  
           

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Enthusiast Gaming Holdings Inc.  
EBITDA and adjusted EBITDA            
(Unaudited – Expressed in Canadian Dollars)              
  Three months ended December 31,   Year ended December 31,  
    2023       2022       2023       2022    
                 
Gross margin $ 18,936,955     $ 18,069,388     $ 67,421,726     $ 63,464,521    
Operating expenses   (27,845,075 )     (30,259,158 )     (102,680,331 )     (110,799,531 )  
Share-based compensation   1,191,567       2,414,753       5,474,447       7,751,370    
Amortization and depreciation   1,646,055       3,450,031       10,432,382       16,707,844    
Annual general meeting legal and advisory costs                     3,386,596    
EBITDA   (6,070,498 )     (6,324,986 )     (19,351,776 )     (19,489,200 )  
Severance   2,617,134       257,989       4,049,127       664,419    
Annual Nasdaq listing fees and D&D insurance   429,797       876,490       2,270,949       3,747,171    
Adjusted EBITDA $ (3,023,567 )   $ (5,190,507 )   $ (13,031,700 )   $ (15,077,610 )  
                 


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