
LOGAN ENERGY CORP. ANNOUNCES RECORD PRODUCTION AND CASH FLOW WITH SECOND QUARTER 2025 RESULTS, OPERATIONS UPDATE AND MANAGEMENT UPDATE
Selected financial and operational information set out below should be read in conjunction with the Company's unaudited interim financial statements and related management's discussion and analysis (" MD&A") as at and for the three and six months ended June 30, 2025 and 2024. These documents are filed on SEDAR+ at www.sedarplus.ca and are available on the Company's website at www.loganenergycorp.com. The highlights reported throughout this press release include certain non-GAAP measures and ratios which have been identified using capital letters and are defined herein. The reader is cautioned that these measures may not be directly comparable to other issuers; refer to additional information under the heading "Reader Advisories – Non-GAAP Measures and Ratios".
SECOND QUARTER 2025 HIGHLIGHTS
Logan reported record quarterly average production of 12,013 BOE per day (41% liquids) in the second quarter, up 20% from 9,974 BOE per day (34% liquids) in the first quarter and up 65% from 7,277 BOE per day (36% liquids) in the second quarter of 2024.
Production growth was achieved through successful execution of the Company's organic development program. Capital expenditures were $68.6 million for the three months ended June 30, 2025, or $42.4 million net of proceeds from dispositions.
At Simonette, Logan brought 2 (1.0 net) Lower Montney wells on production in April which were completed in the previous quarter.
At Pouce Coupe, Logan completed and brought on production a 5 (5.0 net) well pad in June. Additionally, the Company drilled and completed a 4 (4.0 net) well pad which was subsequently brought onstream in the third quarter.
During the quarter Logan completed construction of its 40 mmcf/d gas plant, battery and compression facilities at Pouce Coupe (the " 4-19 Facility"), as well as associated gathering and sales pipelines. The Company generated $26.0 million of cash proceeds through the previously announced sale of a 35% non-operated working interest in the 4-19 Facility which closed on May 30, 2025.
Logan realized a significant improvement in its Operating Netback and delivered record Adjusted Funds Flow for the quarter through its oil-weighted production growth together with lower cash costs.
The Company's Operating Netback after hedging averaged $27.86 per BOE in the second quarter, up 32% from $21.03 per BOE in the first quarter and up 81% from $15.38 per BOE in the same quarter of the previous year.
Adjusted Funds Flow was $27.2 million for the quarter ended June 30, 2025, up 70% from $16.0 million in the previous quarter and up 211% from $8.7 million in the comparative quarter ended June 30, 2024.
As of June 30, 2025, Logan had Net Debt of $107.9 million or 1.0 times its annualized Adjusted Funds Flow for the second quarter. The Company's Net Debt to Adjusted Funds Flow ratio is expected to moderate in the second half of 2025 as approximately 80% of Logan's budgeted capital expenditures were incurred in the first half of the year. Logan's credit facility borrowing base was increased to $150.0 million during the quarter.
The following table summarizes selected highlights for the three and six months ended June 30, 2025, and June 30, 2024:
Three months ended June 30
Six months ended June 30
(CA$ thousands, except as otherwise noted)
2025
2024
%
2025
2024
%
FINANCIAL HIGHLIGHTS
Oil and gas sales
41,992
26,544
58
76,677
50,974
50
Net income (loss) and comprehensive income (loss)
17,311
416
nm
16,917
(1,575)
nm
$ per common share, basic and diluted
0.03
0.00
-
0.03
(0.00)
-
Cash provided by operating activities
20,374
3,394
500
36,069
20,194
79
Adjusted Funds Flow (1)
27,170
8,744
211
43,153
18,589
132
$ per common share, basic (1)
0.05
0.02
150
0.07
0.04
75
$ per common share, diluted (1)
0.04
0.02
100
0.07
0.04
75
Capital Expenditures before A&D (1)
68,643
46,104
49
164,928
81,286
103
Acquisitions, net of dispositions
(26,230)
-
-
(41,954)
300
nm
Total assets
517,169
248,390
108
517,169
248,390
108
Net Debt (1)
107,865
19,604
450
107,865
19,604
450
Shareholders' equity
294,387
175,122
68
294,387
175,122
68
Common shares outstanding (000s), end of period (2)
595,675
465,537
28
595,675
465,537
28
OPERATING HIGHLIGHTS AND NETBACKS (5)
Average daily production
Crude oil (bbls/d)
4,255
2,148
98
3,521
1,965
79
Condensate (bbls/d) (3)
255
223
14
277
244
14
Natural gas liquids (bbls/d) (3)
360
250
44
333
270
23
Natural gas (mcf/d)
42,857
27,934
53
41,208
28,006
47
BOE/d
12,013
7,277
65
10,999
7,147
54
% Liquids (4)
41 %
36 %
14
38 %
35 %
9
Average realized prices, before financial instruments
Crude oil ($/bbl)
80.65
100.54
(20)
84.30
95.73
(12)
Condensate ($/bbl) (3)
77.41
99.44
(22)
82.12
93.68
(12)
Natural gas liquids ($/bbl) (3)
43.21
53.68
(20)
47.20
52.76
(11)
Natural gas ($/mcf)
1.94
1.44
35
2.14
1.96
9
Combined average ($/BOE)
38.41
40.09
(4)
38.52
39.19
(2)
Netbacks ($/BOE) (5)
Oil and gas sales
38.41
40.09
(4)
38.52
39.19
(2)
Processing and other revenue
0.65
1.04
(38)
0.66
1.20
(45)
Royalties
(2.01)
(4.35)
(54)
(2.80)
(3.77)
(26)
Operating expenses
(9.29)
(17.46)
(47)
(10.80)
(16.08)
(33)
Transportation expenses
(2.05)
(3.57)
(43)
(2.06)
(3.75)
(45)
Operating Netback, before hedging (5)
25.71
15.75
63
23.52
16.79
40
Realized gain (loss) on financial instruments
2.15
(0.37)
nm
1.26
(0.35)
nm
Operating Netback, after hedging (5)
27.86
15.38
81
24.78
16.44
51
General and administrative expenses
(1.56)
(2.33)
(33)
(1.62)
(2.35)
(31)
Financing income (expenses) (6)
(1.40)
0.35
nm
(1.08)
0.60
nm
Realized foreign exchange gain (loss)
(0.01)
0.01
nm
-
-
-
Settlement of decommissioning obligations
(0.04)
(0.20)
(80)
(0.40)
(0.39)
3
Adjusted Funds Flow Netback (5)
24.85
13.21
88
21.68
14.30
52
(1)
"Adjusted Funds Flow", "Capital Expenditures before A&D", and "Net Debt" do not have standardized meanings under IFRS Accounting Standards, refer to "Non-GAAP Measures and Ratios" section of this press release.
(2)
Refer to "Share Capital" section of this press release.
(3)
Condensate is a natural gas liquid (" NGL") as defined by NI 51-101. See "Other Measurements".
(4)
"Liquids" includes crude oil, condensate and NGLs.
(5)
"Netbacks" are non-GAAP financial ratios calculated per unit of production. "Operating Netback", and "Adjusted Funds Flow Netback" do not have standardized meanings under IFRS, refer to "Non-GAAP Measures and Ratios" section of this press release.
(6)
Excludes non-cash accretion of decommissioning obligations.
OPERATIONS UPDATE
The second quarter of 2025 was a very significant and successful operational quarter for Logan.
At Pouce Coupe, Logan completed construction and commissioning of its 4-19 Facility (Gordondale) and has since ramped asset production by bringing onstream 9 wells. The 4-19 Facility serves as a gas plant, oil battery and compression station capable of handling 40,000 mcf/d of gross raw natural gas, 7,000 bbls/d of oil and 11,000 bbls/d of water (~10,000 BOE per day of total asset throughput). This project was completed on an industry leading timeline and cost metrics of approximately nine months from final investment decision and $37 million of capital. Having this facility completed brings the Company's Pouce Coupe asset to full development whereby it is now a free cash flow engine for Logan capable of sustaining 8,000 to 10,000 BOE per day for 11 years with oil weighted inventory and over 20 years inclusive of the gas weighted inventory. The Company would like to thank its operations and engineering teams for the successful execution of this transformational project for Logan.
The 4-19 Facility was commissioned on May 30th and the five well "7-12" pad came onstream in June, after which volumes through the plant were ramped and have since reached over 8,000 BOE per day. With the fine tuning of the compressors and other minor facility components ongoing as well as the ramping volumes from the four well "14-17" pad, which is currently cleaning up, Logan expects to hit a peak of ~10,000 BOE per day at Pouce Coupe in the coming weeks contributing to an H2 2025 average forecast of ~16,000 BOE per day corporately.
Performance of the 7-12 pad has been very strong, averaging 650 bbls/d of oil, 20 bbls/d of NGLs and 2.2 mmcf/d of natural gas (1,030 BOE/d, 65% liquids) per well for the first 30 days on production. The 14-17 pad is currently cleaning up with less than 30 days of production to-date.
At Simonette, Logan has resumed drilling operations in the Lower Montney oil play. Logan has now drilled 2 (1.0 net) wells and expects to complete and bring these wells onstream in the fourth quarter of 2025.
Logan is pleased to report that it has successfully fracked its Duvernay appraisal well at Ante Creek. The frac placed well and according to design. Logan expects to bring the well onstream at the beginning of the fourth quarter. Ante Creek represents a high potential area of additional long term oil growth for Logan that is not currently included in Logan's growth plan.
MANAGEMENT UPDATE
Logan is pleased to announce the appointment of Ms. Linda Brown to the position of Interim Vice President, Finance and Chief Financial Officer to be effective November 1, 2025. Ms. Brown is assuming the role while Ashley Hohm, the Company's current Vice President, Finance and Chief Financial Officer, is expected to be on maternity leave starting on or about November 1, 2025. Ms. Brown is a Chartered Professional Accountant and has been the Controller of Logan since June 2023.
ABOUT LOGAN ENERGY CORP.
Logan is a growth-oriented exploration, development and production company formed through the spin-out of the early stage Montney assets of Spartan Delta Corp. Logan has three high quality and opportunity rich Montney assets located in the Simonette and Pouce Coupe areas of northwest Alberta and the Flatrock area of northeastern British Columbia. Additionally, the Company has recently established a position within the greater Kaybob Duvernay oil play with assets in the North Simonette, Ante Creek and Two Creeks areas. The management team brings proven leadership and a track record of generating excess returns in various business cycles.
Logan's corporate presentation has been updated as of August 2025 and can be accessed on the Company's website at www.loganenergycorp.com.
Non-GAAP Measures and Ratios
This press release contains certain financial measures and ratios which do not have standardized meanings prescribed by International Financial Reporting Standards as issued by the International Accounting Standards Board (" IFRS Accounting Standards"), also known as Canadian Generally Accepted Accounting Principles (" GAAP"). As these non-GAAP financial measures and ratios are commonly used in the oil and gas industry, Logan believes that their inclusion is useful to investors. The reader is cautioned that these amounts may not be directly comparable to measures for other companies where similar terminology is used.
The non-GAAP measures and ratios used in this press release, represented by the capitalized and defined terms outlined below, are used by Logan as key measures of financial performance and are not intended to represent operating profits nor should they be viewed as an alternative to cash provided by operating activities, net income or other measures of financial performance calculated in accordance with IFRS.
The definitions below should be read in conjunction with the "Non-GAAP and Other Financial Measures" section of the Company's MD&A dated August 12, 2025, which includes discussion of the purpose and composition of the specified financial measures and detailed reconciliations to the most directly comparable GAAP financial measures.
Operating Income and Operating Netback
Operating Income, a non-GAAP financial measure, is a useful supplemental measure that provides an indication of the Company's ability to generate cash from field operations, prior to administrative overhead, financing and other business expenses. " Operating Income, before hedging" is calculated by Logan as oil and gas sales, net of royalties, plus processing and other revenue, less operating and transportation expenses. " Operating Income, after hedging" is calculated by adjusting Operating Income, before hedging for realized gains or losses on derivative financial instruments.
The Company refers to Operating Income expressed per unit of production as an " Operating Netback" and reports the Operating Netback before and after hedging, both of which are non-GAAP financial ratios. Logan considers Operating Netback an important measure to evaluate its operational performance as it demonstrates its field level profitability relative to current commodity prices.
Adjusted Funds Flow
Cash provided by operating activities is the most directly comparable measure to Adjusted Funds Flow. " Adjusted Funds Flow" is reconciled to cash provided by operating activities by excluding changes in non-cash working capital, adding back transaction costs on acquisitions (if applicable). Logan utilizes Adjusted Funds Flow as a key performance measure in the Company's annual financial forecasts and public guidance.
The Company refers to Adjusted Funds Flow expressed per unit of production as an " Adjusted Funds Flow Netback".
Adjusted Funds Flow per share (" AFF per share")
AFF per share is a non-GAAP financial ratio used by the Logan as a key performance indicator. The basic and/or diluted weighted average common shares outstanding used in the calculation of AFF per share is calculated using the same methodology as net income per share.
Capital Expenditures before A&D
" Capital Expenditures before A&D" is used by Logan to measure its capital investment level compared to the Company's annual budgeted capital expenditures for its organic drilling program. It includes capital expenditures on exploration and evaluation assets and property, plant and equipment, before acquisitions and dispositions. The directly comparable GAAP measure to capital expenditures is cash used in investing activities.
Net Debt (Surplus)
Throughout this press release, references to " Net Debt" or " Net Surplus" includes bank debt, net of " Adjusted Working Capital". Net Debt and Adjusted Working Capital are both non-GAAP financial measures. Adjusted Working Capital is calculated as current liabilities less current assets, excluding derivative financial instrument assets and liabilities and provisions and other liabilities. As at June 30, 2025, Adjusted Working Capital includes cash and cash equivalents, accounts receivable, prepaids and deposits, and accounts payable and accrued liabilities.
Net Debt to Adjusted Funds Flow Ratio
The Company monitors its capital structure and short-term financing requirements using a " Net Debt to Adjusted Funds Flow Ratio", which is a non-GAAP financial ratio calculated as the Company's Net Debt relative to its Adjusted Funds Flow, monitored on both a twelve month trailing basis for fiscal year, and annualized basis for the most recently completed quarter multiplied by a factor of 4. Management believes that this ratio provides investors with information to understand the Company's liquidity risk and its ability to repay bank debt and fund future capital expenditures.
Supplementary Financial Measures
The supplementary financial measures used in this press release (primarily average sales price per product type and certain per BOE and per share figures) are either a per unit disclosure of a corresponding GAAP measure, or a component of a corresponding GAAP measure, presented in the financial statements. Supplementary financial measures that are disclosed on a per unit basis are calculated by dividing the aggregate GAAP measure (or component thereof) by the applicable unit for the period. Supplementary financial measures that are disclosed on a component basis of a corresponding GAAP measure are a granular representation of a financial statement line item and are determined in accordance with GAAP.
Other Measurements
All dollar figures included herein are presented in Canadian dollars, unless otherwise noted. This press release contains various references to the abbreviation "BOE" which means barrels of oil equivalent. Where amounts are expressed on a BOE basis, natural gas volumes have been converted to oil equivalence at six thousand cubic feet (mcf) per barrel (bbl). The term BOE may be misleading, particularly if used in isolation. A BOE conversion ratio of six thousand cubic feet per barrel is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead and is significantly different than the value ratio based on the current price of crude oil and natural gas. This conversion factor is an industry accepted norm and is not based on either energy content or current prices. Such abbreviation may be misleading, particularly if used in isolation.
References to "oil" or "crude oil" in this press release include light crude oil, medium crude oil, heavy oil and tight oil combined. NI 51-101 includes condensate within the product type of "natural gas liquids". References to "natural gas liquids" or "NGLs" include pentane, butane, propane and ethane. References to "gas" or "natural gas" relates to conventional natural gas. References to "liquids" includes crude oil, condensate and NGLs. The Company has disclosed "condensate" separately from other natural gas liquids in this press release since the price of condensate as compared to other natural gas liquids is currently significantly higher and the Company believes that this presentation provides a more accurate description of its operations and results.
References in this press release to peak rates, first 30 days of production, producing day rates and other short-term production rates are useful in confirming the presence of hydrocarbons, however such rates are not determinative of the rates at which such wells will commence production and decline thereafter and are not indicative of long-term performance or of ultimate recovery. While encouraging, readers are cautioned not to place reliance on such rates in calculating the aggregate production of Logan.
Share Capital
Common shares of Logan trade on the TSX Venture Exchange (" TSXV") under the symbol "LGN".
As of June 30, 2025 and as of the date hereof, there were 595.7 million common shares outstanding. There are no preferred shares or special shares outstanding. Logan's convertible securities outstanding as of the date of this press release include: 64.3 million common share purchase warrants with an exercise price of $0.35 per share expiring July 12, 2028; and 41.0 million stock options with an exercise price of $0.78 per share and an average remaining term of 3.9 years.
Forward-Looking and Cautionary Statements
Certain statements contained within this press release constitute forward-looking statements within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "outlook", "anticipate", "budget", "plan", "endeavor", "continue", "estimate", "evaluate", "expect", "forecast", "monitor", "may", "will", "can", "able", "potential", "target", "intend", "consider", "focus", "identify", "use", "utilize", "manage", "maintain", "remain", "result", "cultivate", "could", "should", "believe" and similar expressions (or grammatical variations or negatives thereof). Logan believes that the expectations reflected in such forward-looking statements are reasonable as of the date hereof, but no assurance can be given that such expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Without limitation, this press release contains forward-looking statements pertaining to: the business plan, objectives and strategy of Logan; the Company's opportunity rich assets; the success of the Company's 2025 drilling program based on initial results; the amount and timing of budgeted capital expenditures; the expectation that the Company's Net Debt to Adjusted Funds Flow ratio will moderate for the remainder of 2025; the 4-19 Facility, including the Company's expectations regarding production capacity, lifespan and anticipated cash flows; expected completions in the Lower Montney and timing thereof; the Company's intention to bring its Duvernay appraisal well onstream and timing thereof; and commodity hedging.
The forward-looking statements and information are based on certain key expectations and assumptions made by Logan, including, but not limited to, expectations and assumptions concerning the business plan of Logan, the timing and success of future drilling, development and completion activities and infrastructure projects, the performance of existing wells, the performance of new wells, the availability and performance of facilities and pipelines, the geological characteristics of Logan's properties, the successful integration of the recently acquired assets into Logan's operations, the successful application of drilling, completion and seismic technology, the Company's ability to secure sufficient amounts of water, prevailing weather conditions, prevailing legislation affecting the oil and gas industry, prevailing commodity prices, price volatility, future commodity prices, price differentials and the actual prices received for the Company's products, anticipated fluctuations in foreign exchange and interest rates, impact of inflation on costs, royalty regimes and exchange rates, the application of regulatory and licensing requirements, the availability of capital, labour and services, the creditworthiness of industry partners, general economic conditions, and the ability to source and complete acquisitions.
Although Logan believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Logan can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, fluctuations in commodity prices (including pursuant to determinations by the Organization of Petroleum Exporting Countries and other countries (collectively referred to as OPEC+) regarding production levels) and the risk of an extended period of low oil and natural gas prices; changes in industry regulations and legislation (including, but not limited to, tax laws, royalties, and environmental regulations); the imposition or expansion of tariffs imposed by domestic and foreign governments or the imposition of other restrictive trade measures, retaliatory or countermeasures implemented by such governments, including the introduction of regulatory barriers to trade and the potential material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and the demand and/or market price for the Company's products and/or otherwise adversely affects the Company; changes in the political landscape both domestically and abroad, wars (including ongoing military actions in the Middle East and between Russia and Ukraine), hostilities, civil insurrections, foreign exchange or interest rates, increased operating and capital costs due to inflationary pressures (actual and anticipated), risks associated with the oil and gas industry in general, stock market and financial system volatility, impacts of pandemics, the retention of key management and employees, risks with respect to unplanned third-party pipeline outages and risks relating to inclement and severe weather events and natural disasters, such as fire, drought and flooding, including in respect of safety, asset integrity and shutting-in production. The foregoing list is not exhaustive. Please refer to the MD&A and AIF for discussion of additional risk factors relating to Logan, which can be accessed on its SEDAR+ profile at www.sedarplus.ca. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Logan undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
This press release contains future-oriented financial information and financial outlook information (collectively, " FOFI") about Logan's prospective results of operations and production and growth, Logan's H2 2025 average production forecast, the Company's H2 2025 Net Debt to Adjusted Funds Flow expectations, and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about Logan's proposed business activities in 2025. Logan and its management believe that FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments, and represent, to the best of management's knowledge and opinion, the Company's expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results. Logan disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein. Changes in forecast commodity prices, exchange rates, differences in the timing of capital expenditures, and variances in average production estimates can have a significant impact on the Company's key performance measures. The Company's actual results may differ materially from these estimates.
Abbreviations
SOURCE Logan Energy Corp.

Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles


Cision Canada
12 minutes ago
- Cision Canada
K-BRO REPORTS RECORD Q2 RESULTS FOR REVENUE, EBITDA AND ADJUSTED EBITDA
(TSX: ) EDMONTON, AB, Aug. 13, 2025 /CNW/ - K-Bro Linen Inc. ("K-Bro" or the "Corporation") today announces its Q2 2025 financial and operating results. Q2 2025 Financial and Operating Highlights Revenue Revenue increased by 21.0% in Q2 2025 to $113.1 million compared to $93.5 million in Q2 2024. Healthcare revenue increased to $57.9 million for Q2 2025 compared to $48.0 million in Q2 2024, or by 20.7%. Hospitality revenue increased to $55.2 million for Q2 2025 compared to $45.5 million in 2024, or by 21.2%. Adjusted EBITDA 1, Adjusted EBITDA Margin 1 & Adjusted Net Earnings 1 Adjusted EBITDA increased by 30.0% to $23.7 million in Q2 2025 compared to $18.2 million in Q2 2024. Adjusted EBITDA margin increased by 1.5% to 21.0% in Q2 2025 compared to 19.5% in Q2 2024. Adjusted net earnings increased by 25.8% to $7.8 million in Q1 2025 from $6.2 million in Q2 2024. EBITDA, EBITDA Margin & Net Earnings EBITDA increased by $4.8 million to $21.4 million for Q2 2025 compared to $16.6 million in Q2 2024. EBITDA margin for the quarter increased to 18.9% in 2025 compared to 17.7% in 2024. Net earnings for the quarter increased by $0.9 million to $5.4 million in 2025 from $4.5 million in 2024, and as a percentage of revenue decreased by 0.1% to 4.8% in 2025 from 4.9% in 2024. For the second quarter of 2025, K-Bro declared dividends of $0.300 per common share. K-Bro issued 2,334,500 common shares to finance the Stellar Mayan acquisition. K-Bro amended its existing three-year committed Syndicated Credit Facility Agreement to include a $134.3 million four-year amortizing term loan and to extend the term of the facility to June 10, 2029. Debt net of cash at the end of Q2 2025 was $228.3 million compared to $114.4 million at the end of fiscal 2024 due to the amortizing term loan to finance the Stellar Mayan acquisition. Linda McCurdy, President & CEO of K-Bro, commented that "We're delighted to have completed the acquisition of Stellar Mayan, the largest in our history, and welcome the Stellar team to the K-Bro family. We initially entered the UK through the acquisition of Fishers in 2017. Our complementary acquisitions of Shortridge in 2024 and Stellar Mayan in 2025 have helped achieve our vision of building a national platform in the UK, enhancing our scale, reach and diversification. Together, we're excited to support our existing and new healthcare and hospitality customers." "Our fifth consecutive quarter of record results reflects early contributions of our recent acquisitions and we're excited about our future potential and outlook of these accretive acquisitions. Both of K-Bro's healthcare and hospitality segments continue to experience steady volume trends. Going forward, we expect combined Adjusted EBITDA margins will remain at similar levels to combined seasonally adjusted historical margins. We continue to monitor the evolving state of tariffs and other trade policies. We are not currently anticipating meaningful impacts on our business, as key customers and suppliers are not US-based." (1) Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Earnings are non-GAAP measures. See "Terminology" for further information on the definition and composition of these measures. Highlights and Significant Events for Q2 2025 Business Acquisition - Stellar Mayan On May 13, 2025, the Corporation announced the signing of a share purchase agreement to acquire 100% of UK based Stellar Mayan. Stellar Mayan includes three operating businesses: (i) Synergy Health Managed Services Limited ("Synergy"); (ii) Grosvenor Contracts (London) Limited ("Grosvenor Contracts", "GC"); and (iii) Aeroserve (MSP) Limited and Aeroserve Euro Limited, jointly referred to as Aeroserve Linen Services ("AeroServe"). On June 11, 2025, the Corporation announced that it completed the previously announced acquisition of Stellar Mayan, a leading commercial laundry business in England serving the healthcare and hospitality markets. The Acquisition is highly complementary to K-Bro's existing UK businesses, Fishers and Shortridge, and creates a national footprint in the UK's commercial laundry and textile rental sector. The Corporation partially financed the Stellar Mayan Acquisition through the issuance of 2,334,500 common shares (initially issued as subscription receipts) at a price of $34.55 per common share (initially issued as subscription receipts). The remainder of the Acquisition was funded by the Corporation's new $134.3 million four-year amortizing term loan. Based on the Corporation's evaluation of the Stellar Mayan Acquisition and the criteria in the identification of a business combination established in IFRS 3, the Stellar Mayan Acquisition has been accounted for using the acquisition method, whereby the purchase consideration is allocated to the fair values of the net assets acquired. At the time the financial statements were authorized for issue, and due to the timing of the Acquisition, the Corporation has not yet completed the accounting for the Stellar Mayan Acquisition. This includes the accounting for the amounts attributable to property, plant and equipment, intangible assets and the associated goodwill. The preliminary purchase price allocated to the net assets acquired, based on their estimated fair values, is as follows: 1) This is presented net of cash acquired. Cash acquired was $5,156. The assets and liabilities recognized as a result of the Stellar Mayan Acquisition are as follows: 1) Includes ROUA from the UK Division of $32,556. The provisional intangible assets acquired are made up of $33.2 million related to customer contracts and $11.3 million related to the brands. The goodwill is attributable to the workforce, and the efficiencies and synergies created between the existing business of the Corporation and the acquired business. Goodwill will not be deductible for tax purposes. Acquisition related costs For the six months ended June 30, 2025, $7.1 million in professional fees associated with the Stellar Mayan Acquisition has been included in Corporate expenses. Revenue and profit information The acquired business contributed revenues of $9.4 million to the Corporation for the period from June 12, 2025 to June 30, 2025. If the Acquisition had occurred on January 1, 2025, consolidated pro-forma revenue for the period ended June 30, 2025 would have been $280.2 million. The acquired business contributed a net deficit of ($0.455) million to the Corporation for the period from June 12, 2025 to June 30, 2025. If the Acquisition had occurred on January 1, 2025, consolidated pro-forma net earnings for the period ended June 30, 2025 would have been $15.1 million, including the recognition of a non-recurring tax loss carryforward of $8.1 million. Common Share Offering On June 11, 2025, the Corporation closed the Stellar Mayan Acquisition. Through a bought deal, the Corporation issued 2,334,500 common shares at $34.55 per share, which included full exercise of the over-allotment option. The proceeds of the common share offering were used to finance a portion of the Stellar Mayan Acquisition and pay certain fees and expenses related to acquisition and offering. The net proceeds of the offering after deducting expenses of the offering and the underwriter's fee were $75.8 million. Revolving Credit Facility On June 11, 2025, the Corporation amended its existing three-year committed Syndicated Credit Facility Agreement to include a $134.3 million four-year amortizing term loan and to extend the term of the facility from March 25, 2027 to June 10, 2029. The amendment included a reduction in the accordion to $50 million from $75 million. On March 26, 2024, the Corporation entered into a three-year committed Syndicated Credit Facility Agreement from March 26, 2024 to March 25, 2027. The agreement consists of a $175 million revolving credit facility plus a $75 million accordion. The term loan and revolving credit facility are collateralized by a general security agreement, bear interest at prime or the applicable banker's acceptance rate, plus an interest margin dependent on certain financial ratios. Interest payments only are due during the term for the revolving portion of the syndicated credit facility. For the term loan portion of the syndicated credit facility, repayments of the principal amount shall be repaid in quarterly installments commencing September 30, 2025, in addition to required interest payments. The additional interest margin can range between 0.00% to 2.00% dependent upon the calculated Total Funded Debt / Credit Facility EBITDA financial ratio, with a range between 0 to 3.50x. The Funded Debt to EBITDA Ratio requirement has an increase to 4.00x for the first four quarters following any material acquisition. The required calculated Funded Debt / Credit Facility EBITDA financial ratio is subject to change based off certain terms and conditions. As at June 30, 2025 the combined interest rate was 5.95%. The Corporation's incremental borrowing rate under its existing credit facility is determined by the Canadian prime rate plus an applicable margin based on the ratio of Funded Debt to EBITDA as defined in the credit agreement. Business Acquisition - Shortridge In the six months ended June 30, 2025, the provisional amounts that were previously disclosed in the December 31, 2024 Annual Financial Statements, associated with the 100% share capital acquisition of Shortridge Ltd, a private hospitality laundry provider based in the North West of England were finalized. No new information which resulted in adjustments to the fair value of net identifiable assets acquired was obtained during the quarter ended June 30, 2025. Business Acquisition - Buanderie C.M. In the six months ended June 30, 2025, the provisional amounts that were previously disclosed in the December 31, 2024 Annual Financial Statements, associated with the 100% share capital acquisition of Buanderie C.M., a private laundry and linen operator located in Montreal serving the healthcare market were finalized. No new information which resulted in adjustments to the fair value of net identifiable assets acquired was obtained during the quarter ended June 30, 2025. Capital Investment Plan For fiscal 2025, the Corporation's planned capital spending is expected to be in the range of $10.0 to $12.0 million on a consolidated basis. This guidance includes both strategic and maintenance capital requirements to support existing base business in both Canada and the UK. These amounts are not reflective of incremental capital required for Stellar Mayan, for which the capital investment is anticipated to be $9.3 million ($5.0 million GBP). We will continue to assess capital needs within our facilities and prioritize projects that have shorter term paybacks as well as those that are required to maintain efficient and reliable operations. Economic Conditions Evolving global and Canadian foreign policies, geopolitical events and economic conditions may impact inflation, energy pricing, labour availability, supply chain efficiency, trade policies, tariffs and/or other items, which may have a direct or indirect impact on the Corporation's business. The Corporation's Credit Facility is subject to floating interest rates and, therefore, is subject to fluctuations in interest rates which are beyond the Corporation's control. Changes in interest rates, both domestically and internationally, could negatively affect the Corporation's cost of financing its operations and investments. Uncertainty about judgments, estimates and assumptions made by management during the preparation of the Corporation's consolidated financial statements related to potential impacts of geopolitical events and changing interest rates on revenue, expenses, assets, liabilities, and note disclosures could result in a material adjustment to the carrying value of the asset or liability affected. Financial Results For The Three Months Ended June 30, (thousands, except per share amounts and percentages) Canadian Division 2025 UK Division 2025 2025 Canadian Division 2024 UK Division 2024 2024 $ Change % Change Revenue $ 69,387 $ 43,687 $ 113,074 $ 64,669 $ 28,798 $ 93,467 19,607 21.0 % Expenses included in EBITDA 55,105 36,587 91,692 53,682 23,212 76,894 14,798 19.2 % EBITDA (1) 14,282 7,100 21,382 10,987 5,586 16,573 4,809 29.0 % EBITDA as a % of revenue 20.6 % 16.3 % 18.9 % 17.0 % 19.4 % 17.7 % 1.2 % 6.8 % Adjusted EBITDA (1) 14,656 9,071 23,727 12,244 6,003 18,247 5,480 30.0 % Adjusted EBITDA as a % of revenue 21.1 % 20.8 % 21.0 % 18.9 % 20.8 % 19.5 % 1.5 % 7.7 % Net earnings 2,852 2,567 5,419 1,775 2,760 4,535 884 19.5 % Basic earnings per share $ 0.258 $ 0.233 $ 0.491 $ 0.169 $ 0.263 $ 0.432 $ 0.059 13.7 % Diluted earnings per share $ 0.257 $ 0.232 $ 0.489 $ 0.169 $ 0.262 $ 0.431 $ 0.058 13.5 % Dividends declared per diluted share $ 0.300 $ 0.300 $ - 0.0 % Adjusted net earnings (1) 3,226 4,538 7,764 3,032 3,177 6,209 1,555 25.0 % Adjusted basic earnings per share (1) $ 0.294 $ 0.412 $ 0.706 $ 0.290 $ 0.304 $ 0.594 $ 0.112 18.9 % Adjusted diluted earnings per share (1) $ 0.291 $ 0.409 $ 0.700 $ 0.288 $ 0.302 $ 0.590 $ 0.110 18.6 % Total assets 716,762 444,380 272,382 61.3 % Debt (excludes lease liabilities) 253,315 134,789 118,526 87.9 % - Cash provided by operating activities 3,149 7,863 (4,714) -60.0 % Net change in non-cash working capital items (12,173) (6,093) (6,080) -99.8 % Share-based compensation expense 687 546 141 25.8 % Maintenance capital expenditures 2,974 1,064 1,910 179.5 % Principal elements of lease payments 3,133 2,668 465 17.4 % Distributable cash flow (1) 8,528 9,678 (1,150) -11.9 % Dividends declared 3,422 3,169 253 8.0 % Payout ratio (1) 40.1 % 32.7 % 7.4 % 22.6 % For The Six Months Ended June 30, (thousands, except per share amounts and percentages) Canadian Division 2025 UK Division 2025 2025 Canadian Division 2024 UK Division 2024 2024 $ Change % Change 0 Revenue $ 135,959 $ 68,084 $ 204,043 $ 127,369 $ 46,325 $ 173,694 30,349 17.5 % Expenses included in EBITDA 111,656 58,601 170,257 106,503 39,013 145,516 24,741 17.0 % EBITDA (1) 24,303 9,483 33,786 20,866 7,312 28,178 5,608 19.9 % EBITDA as a % of revenue 17.9 % 13.9 % 16.6 % 16.4 % 15.8 % 16.2 % 0.4 % 2.5 % Adjusted EBITDA (1) 26,597 12,123 38,720 23,861 7,820 31,681 7,039 22.2 % Adjusted EBITDA as a % of revenue 19.6 % 17.8 % 19.0 % 18.7 % 16.9 % 18.2 % 0.8 % 4.4 % Net earnings 3,698 2,547 6,245 3,454 2,887 6,341 (96) -1.5 % Basic earnings per share $ 0.339 $ 0.231 $ 0.570 $ 0.329 $ 0.275 $ 0.604 $ (0.034) -5.6 % Diluted earnings per share $ 0.337 $ 0.230 $ 0.567 $ 0.328 $ 0.274 $ 0.602 $ (0.035) -5.8 % Dividends declared per diluted share $ 0.600 $ 0.600 $ - 0.0 % Adjusted net earnings (1) 5,992 5,187 11,179 6,449 3,395 9,844 1,335 13.6 % Adjusted basic earnings per share (1) $ 0.557 $ 0.474 $ 1.031 $ 0.615 $ 0.324 $ 0.939 $ 0.092 9.8 % Adjusted diluted earnings per share (1) $ 0.553 $ 0.470 $ 1.023 $ 0.611 $ 0.322 $ 0.933 $ 0.090 9.6 % Total assets 716,762 444,380 272,382 61.3 % Debt (excludes lease liabilities) 253,315 134,789 118,526 87.9 % Cash provided by operating activities 20,405 20,555 (150) -0.7 % Net change in non-cash working capital items (4,764) (2,901) (1,863) -64.2 % Share-based compensation expense 1,336 1,054 282 26.8 % Maintenance capital expenditures 3,694 1,451 2,243 154.6 % Principal elements of lease payments 5,856 5,299 557 10.5 % Distributable cash flow (1) 14,283 15,652 (1,369) -8.7 % Dividends declared 6,596 6,346 250 3.9 % Payout ratio (1) 46.2 % 40.5 % 5.7 % 14.1 % (1) See "Terminology" for further details Dividends The Board of Directors has declared a monthly dividend of $0.10 per common share for the period from August 1 to August 31, 2025, to be paid on September 15, 2025, to shareholders of record on August 31, 2025. The Corporation's policy is for shareholders of record on the last business day of a calendar month to receive dividends during the fifteen days following the end of such month. K-Bro designates this dividend as an eligible dividend pursuant to subsection 89(14) of the Income Tax Act (Canada) and similar provincial and territorial legislation. On June 11, 2025, the Corporation completed its acquisition of Stellar Mayan establishing a national footprint in the UK commercial laundry and textile rental sector, enhancing revenue diversification by geographic mix and business mix. Based on consolidated revenue, K-Bro's combined business is approximately evenly split between Canada and the UK. A newly created UK Managing Director oversees K-Bro's UK operations, including the Stellar Mayan business integration plan. The Corporation anticipates business integration will take 12 to 18 months, and a transition team is executing the business integration plan. The Corporation's healthcare and hospitality segments continue to experience steady volume trends. Management believes the UK healthcare market shares similar characteristics and trends to the Canadian healthcare market. For the healthcare segment, management expects steady increases to activity levels supported by a continued focus on reducing wait times and enhancing patient care. For the hospitality segment, management expects solid activity levels from both business and leisure travel reflecting historical seasonal trends. Going forward, management expects combined Adjusted EBITDA margins will remain at similar levels to seasonally adjusted historical margins. The Corporation continues to monitor evolving global and Canadian foreign policies, geopolitical events and economic conditions, which could have a direct or indirect impact on the business. The Corporation is not currently expecting meaningful impacts on the business, as key customers and suppliers are not US-based. In 2024, the Corporation modified its definition of Adjusted EBITDA. As K-Bro actively pursues its growth opportunities, the Corporation will continue to incur certain transaction, transition, syndication/structural financing costs. In this context, management believes Adjusted EBITDA assists investors to assess our performance on a consistent basis as it is an indication of our capacity to generate income from operations. Adjusting items are detailed in the tables within "Terminology". With the completion of the Stellar Mayan acquisition, management's near-term focus is on business integration. However, K-Bro evaluates potential strategic acquisitions that may complement its platform. Over the medium and longer-term, management sees opportunities to accelerate growth in North America, Europe, and similar geographies which remain highly fragmented. K-Bro will look to leverage its strong liquidity position, balance sheet and access to the capital markets to execute on these opportunities, should they arise. For further information about the impact of other economic factors on our business, see the "Summary of Interim Results and Key Events". CORPORATE PROFILE K-Bro is the largest owner and operator of laundry and linen processing facilities in Canada and a national market leader for laundry and textile rental services in the UK. K‑Bro and its wholly-owned subsidiaries operate across Canada and the UK, providing a range of linen services to healthcare institutions, hotels and other commercial accounts that include the processing, management and distribution of general linen and operating room linen. The Corporation's operations in Canada include eleven processing facilities and two distribution centres in ten Canadian cities: Québec City, Montréal, Toronto, Regina, Saskatoon, Prince Albert, Edmonton, Calgary, Vancouver and Victoria. The Corporation's operations in the UK include five distinctive brands, Fishers Topco Ltd. ("Fishers") which was acquired by K-Bro on November 27, 2017, Shortridge Ltd. ("Shortridge"), which was acquired by K-Bro on April 30, 2024, and three brands acquired through the acquisition of Stellar Mayan Ltd. ("Stellar Mayan") on June 11, 2025, previously known as Star Mayan Limited. The three brands acquired were Synergy Health Managed Services Limited ("Synergy"), Aeroserve (MSP) Limited and Aeroserve Euro Limited, jointly referred to as Aeroserve Linen ("Aeroserve"), and Grosvenor Contracts (London) Limited ("Grosvenor Contracts", "GC"). Fishers was established in 1900 and is an operator of laundry and linen processing facilities in Scotland, providing linen rental, workwear hire and cleanroom garment services to the hospitality, healthcare, manufacturing and pharmaceutical sectors. Fishers' client base includes major hotel chains and prestigious venues across Scotland and the North of England. The company operates in five cities, in Scotland and the North of England with facilities in Cupar, Perth, Newcastle, Livingston and Coatbridge. Shortridge is headquartered in North West England, with laundry processing sites in Lillyhall and Dumfries and a distribution centre in Darlington. Shortridge, established in 1845, specialises in providing high quality laundry services to local independent hospitality businesses, including hotels, B&Bs, self-catering units and restaurants. Stellar Mayan, doing business as Synergy, Grosvenor Contracts and AeroServe, is a leading commercial laundry business in England, serving the healthcare and hospitality markets. Typical services offered include processing, management and distribution of healthcare and hospitality linens, including sheets, blankets, towels, surgical gowns and other linen. Stellar Mayan has seven operating facilities strategically located across England: Bermondsey, Derby, Dunstable, Sheffield, Slough (2), and St. Helens, in addition to a distribution depot in Manchester. Additional information regarding the Corporation including required securities filings are available on our website at and on the Canadian Securities Administrators' website at the System for Electronic Document Analysis and Retrieval ("SEDAR +"). TERMINOLOGY Throughout this news release and other documents referred to herein, and in order to provide a better understanding of the financial results, K-Bro uses the terms "EBITDA", "adjusted EBITDA", "adjusted net earnings", "adjusted net earnings per share", "debt to total capital", "distributable cash" and "payout ratio". These terms do not have any standardized meaning under International Financial Reporting Standards ("IFRS Accounting Standards") as set out in the CICA Handbook. Therefore, EBITDA, adjusted EBITDA, adjusted net earnings, adjusted net earnings per share, distributable cash and payout ratio may not be comparable to similar measures presented by other issuers. Specifically, the terms "EBITDA", "adjusted EBITDA", "adjusted net earnings", "adjusted net earnings per share", "distributable cash", and "payout ratio" have been defined as follows: EBITDA EBITDA (Earnings before interest, taxes, depreciation and amortization) comprises revenues less operating costs before financing costs, capital asset and intangible asset amortization, and income taxes. EBITDA is a sub‑total presented within the statement of earnings. EBITDA is not considered an alternative to net earnings in measuring K‑Bro's performance. EBITDA should not be used as an exclusive measure of cash flow since it does not account for the impact of working capital changes, capital expenditures, debt changes and other sources and uses of cash, which are disclosed in the consolidated statements of cash flows. Non-GAAP Measures Adjusted EBITDA K‑Bro reports Adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization) as a key measure used by management to evaluate performance. We believe Adjusted EBITDA assists investors to assess our performance on a consistent basis as it is an indication of our capacity to generate income from operations before taking into account management's financing decisions as well as costs of acquiring tangible and intangible capital assets. The Corporation modified its definition for Adjusted EBITDA in 2024 and has updated its comparative quarters to reflect the modified definition. "Adjusted EBITDA" is EBITDA (defined above) with the addition or deduction of certain amounts incurred which management does not consider indicative of ongoing operating performance. This includes transaction costs, structural finance costs, transition and integration costs, restructuring costs, gains/losses on settlement of contingent consideration and any other non-recurring transactions. The Corporation believes these non-GAAP definitions provide more meaningful reflections of normalized financial performance from operations and will enhance period-over-period comparability. 1 Relates to legal, professional and consulting fee expenditures made related to acquisitions. 2 Relates to costs related to syndication and credit agreement restructuring costs. 3 Relates to transition costs incurred as a result of the Corporation's acquisitions. 4 Relates to non-recurring gain of $1,519 from the sale of the Granby facility and a gain of $571 related to a one-time gain on a customer contract. 1 Relates to legal, professional and consulting fee expenditures made related to acquisitions. 2 Relates to costs related to syndication and credit agreement restructuring costs. 3 Relates to transition costs incurred as a result of the Corporation's acquisitions. 4 Relates to non-recurring gain of $1,519 from the sale of the Granby facility and a gain of $571 related to a one-time gain on a customer contract. Adjusted Net Earnings and Adjusted Earnings per Share Adjusted Net Earnings and Adjusted Earnings per Share are non-GAAP measures. These non-GAAP measures are defined to exclude certain amounts which management does not consider indicative of ongoing operating performance. This includes transaction costs, structural finance costs, transition and integration costs, restructuring costs, gains/losses on settlement of contingent consideration and any other non-recurring transactions. The Corporation believes these non-GAAP definitions provide more meaningful reflections of normalized financial performance from operations and will enhance period-over-period comparability. Three Months Ended June 30, Canadian Division UK Division Canadian Division UK Division (thousands) 2025 2025 2025 2024 2024 2024 Net Earnings $ 2,852 $ 2,567 $ 5,419 $ 1,775 $ 2,760 $ 4,535 Adjusting Items: Transaction Costs 1 2,412 1,971 4,383 654 417 1,071 Syndication/Structural Finance Costs 2 52 - 52 392 - 392 Transition Costs 3 - - - 211 - 211 Non-recurring gains 4 (2,090) - (2,090) - - - Adjusted Net Earnings $ 3,226 $ 4,538 $ 7,764 $ 3,032 $ 3,177 $ 6,209 Six Months Ended June 30, Canadian Division UK Division Canadian Division UK Division (thousands) 2025 2025 2025 2024 2024 2024 Net Earnings $ 3,698 $ 2,547 $ 6,245 $ 3,454 $ 2,887 $ 6,341 Adjusting Items: Transaction Costs 1 3,900 2,640 6,540 683 508 1,191 Syndication/Structural Finance Costs 2 484 - 484 1,892 - 1,892 Transition Costs 3 - - - 420 - 420 Non-recurring gains 4 (2,090) - (2,090) - - - Adjusted Net Earnings $ 5,992 $ 5,187 $ 11,179 $ 6,449 $ 3,395 $ 9,844 1 Relates to legal, professional and consulting fee expenditures made related to acquisitions. 2 Relates to costs related to syndication and credit agreement restructuring costs. 3 Relates to transition costs incurred as a result of the Corporation's acquisitions. 4 Relates to non-recurring gain of $1,519 from the sale of the Granby facility and a gain of $571 related to a one-time gain on a customer contract. 1 Relates to legal, professional and consulting fee expenditures made related to acquisitions. 2 Relates to costs related to syndication and credit agreement restructuring costs. 3 Relates to transition costs incurred as a result of the Corporation's acquisitions. 4 Relates to non-recurring gain of $1,519 from the sale of the Granby facility and a gain of $571 related to a one-time gain on a customer contract. 1 Relates to legal, professional and consulting fee expenditures made related to acquisitions. 2 Relates to costs related to syndication and credit agreement restructuring costs. 3 Relates to transition costs incurred as a result of the Corporation's acquisitions. 4 Relates to non-recurring gain of $1,519 from the sale of the Granby facility and a gain of $571 related to a one-time gain on a customer contract. 1 Relates to legal, professional and consulting fee expenditures made related to acquisitions. 2 Relates to costs related to syndication and credit agreement restructuring costs. 3 Relates to transition costs incurred as a result of the Corporation's acquisitions. 4 Relates to non-recurring gain of $1,519 from the sale of the Granby facility and a gain of $571 related to a one-time gain on a customer contract. 1 Relates to legal, professional and consulting fee expenditures made related to acquisitions. 2 Relates to costs related to syndication and credit agreement restructuring costs. 3 Relates to transition costs incurred as a result of the Corporation's acquisitions. 4 Relates to non-recurring gain of $1,519 from the sale of the Granby facility and a gain of $571 related to a one-time gain on a customer contract. Distributable Cash Flow Distributable cash flow is a measure used by management to evaluate the Corporation's performance. While the closest IFRS Accounting Standards measure is cash provided by operating activities, distributable cash flow is considered relevant because it provides an indication of how much cash generated by operations is available after capital expenditures. It should be noted that although we consider this measure to be distributable cash flow, financial and non‑financial covenants in our credit facilities and dealer agreements may restrict cash from being available for dividends, re‑investment in the Corporation, potential acquisitions, or other purposes. Investors should be cautioned that distributable cash flow may not actually be available for growth or distribution from the Corporation. Management refers to "Distributable cash flow" as to cash provided by (used in) operating activities with the addition of net changes in non‑cash working capital items, less share‑based compensation, maintenance capital expenditures and principal elements of lease payments. Payout Ratio "Payout ratio" is defined by management as the actual cash dividend divided by distributable cash. This is a key measure used by investors to value K-Bro, assess its performance and provide an indication of the sustainability of dividends. The payout ratio depends on the distributable cash and the Corporation's dividend policy. Debt to Total Capital "Debt to total capital" is defined by management as the total long‑term debt (excludes lease liabilities) divided by the Corporation's total capital. This is a measure used by investors to assess the Corporation's financial structure. Distributable cash flow, payout ratio, debt to total capital adjusted EBITDA, adjusted net earnings, and adjusted net earnings per share are not calculations based on IFRS Accounting Standards and are not considered an alternative to IFRS Accounting Standards measures in measuring K‑Bro's performance. Distributable cash Flow, payout ratio, adjusted EBITDA, adjusted net earnings, and adjusted net earnings per share do not have standardized meanings in IFRS Accounting Standards and are therefore not likely to be comparable with similar measures used by other issuers. FORWARD LOOKING STATEMENTS This news release contains forward‑looking information that represents internal expectations, estimates or beliefs concerning, among other things, future activities or future operating results and various components thereof. The use of any of the words "anticipate", "continue", "expect", "may", "will", "project", "should", "believe", and similar expressions suggesting future outcomes or events are intended to identify forward‑looking information. Statements regarding such forward‑looking information reflect management's current beliefs and are based on information currently available to management. These statements are not guarantees of future performance and are based on management's estimates and assumptions that are subject to risks and uncertainties, which could cause K-Bro's actual performance and financial results in future periods to differ materially from the forward-looking information contained in this news release. These risks and uncertainties include, among other things: (i) risks associated with acquisitions, including (a) the possibility of undisclosed material liabilities, disputes or contingencies, (b) challenges or delays in achieving synergy and integration targets, (c) the diversion of management's time and focus from other business concerns and (d) the use of resources that may be needed in other parts of our business; (ii) K-Bro's competitive environment; (iii) utility costs, minimum wage legislation and labour costs; (iv) K-Bro's dependence on long-term contracts with the associated renewal risk and the risks associated with maintaining short term contracts; (v) increased capital expenditure requirements; (vi) reliance on key personnel; (vii) changing trends in government outsourcing; (viii) changes or proposed changes to minimum wage laws in Ontario, British Columbia, Alberta, Quebec, Saskatchewan and the United Kingdom (the "UK"); (ix) the availability and terms of future financing; * textile demand; (xi) availability and access to labour; (xii) rising wage rates in all jurisdictions the Corporation operates and (xiii) foreign currency risk. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information include: (i) volumes and pricing assumptions; (ii) expected impact of labour cost initiatives; (iii) frequency of one-time costs impacting quarterly and annual financial results; (iv) foreign exchange rates; (v) the level of capital expenditures and (vi) the expected impact of the COVID-19 pandemic on the Corporation. Although the forward-looking information contained in this news release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Certain statements regarding forward-looking information included in this news release may be considered "financial outlook" for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this news release. Forward looking information included in this news release includes the expected annual healthcare revenues to be generated from the Corporation's contracts with new customers, calculation of costs, including one-time costs impacting the quarterly financial results, anticipated future capital spending and statements with respect to future expectations on margins and volume growth. All forward‑looking information in this news release is qualified by these cautionary statements. Forward‑looking information in this news release is presented only as of the date made. Except as required by law, K‑Bro does not undertake any obligation to publicly revise these forward‑looking statements to reflect subsequent events or circumstances. This news release also makes reference to certain measures in this document that do not have any standardized meaning as prescribed by IFRS Accounting Standards and, therefore, are considered non‑GAAP measures. These measures may not be comparable to similar measures presented by other issuers. Please see "Terminology" for further discussion.


Toronto Star
25 minutes ago
- Toronto Star
Nuclear Fuels Shareholders Approve Arrangement with Premier American Uranium
VANCOUVER, British Columbia, Aug. 13, 2025 (GLOBE NEWSWIRE) — Nuclear Fuels Inc. ('Nuclear Fuels' or the 'Company') (CSE: NF, OTCQX: NFUNF) and Premier American Uranium Inc. ('PUR' or 'Premier American Uranium') (TSXV: PUR, OTCQB: PAUIF) are pleased to announce the voting results of the special meeting of shareholders of Nuclear Fuels ('Nuclear Fuels Shareholders') held today. The previously announced statutory plan of arrangement (the 'Plan of Arrangement') involving Nuclear Fuels and Premier American Uranium was approved by 95.08% of the votes cast by Nuclear Fuels Shareholders. In addition, the Plan of Arrangement was approved by a simple majority of the votes cast by Nuclear Fuels Shareholders, excluding the votes cast in respect of the Nuclear Fuels shares held by Nuclear Fuels Shareholders that meet the criteria set out in Section 8.1(2)(a)-(d) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.


Cision Canada
42 minutes ago
- Cision Canada
Nuclear Fuels Shareholders Approve Arrangement with Premier American Uranium
CSE:NF OTCQX:NFUNF TSXV: PUR OTCQB:PAUIF VANCOUVER, BC, Aug. 13, 2025 /CNW/ - Nuclear Fuels Inc. ("Nuclear Fuels" or the "Company") (CSE: NF) (OTCQX: NFUNF) and Premier American Uranium Inc. ("PUR" or "Premier American Uranium") (TSXV: PUR) (OTCQB: PAUIF) are pleased to announce the voting results of the special meeting of shareholders of Nuclear Fuels (" Nuclear Fuels Shareholders") held today. The previously announced statutory plan of arrangement (the " Plan of Arrangement") involving Nuclear Fuels and Premier American Uranium was approved by 95.08% of the votes cast by Nuclear Fuels Shareholders. In addition, the Plan of Arrangement was approved by a simple majority of the votes cast by Nuclear Fuels Shareholders, excluding the votes cast in respect of the Nuclear Fuels shares held by Nuclear Fuels Shareholders that meet the criteria set out in Section 8.1(2)(a)-(d) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Pursuant to the Plan of Arrangement, each Nuclear Fuels Shareholder will receive 0.33 of a common share of Premier American Uranium for each Nuclear Fuels share held. Completion of the Plan of Arrangement remains subject to receipt of the final order of the Supreme Court of British Columbia, approval of the TSX Venture Exchange, and certain other closing conditions customary in transactions of this nature. The application for the final order of the Supreme Court of British Columbia is scheduled for August 18, 2025. Subject to satisfaction or waiver of these closing conditions, the parties are targeting to complete the Plan of Arrangement on or about August 25, 2025. Greg Huffman, Chief Executive Officer of Nuclear Fuels, stated: "On behalf of the management team at Nuclear Fuels I am pleased our shareholders strongly supported this transaction with a 95% approval. We stand by our belief that the combination of two strong companies will benefit of our shareholders. I look forward to joining Premier American Uranium's Board of Directors and working with Colin Healey to continue pursuing our common goal of advancing new sources of Clean American Uranium." For further information, please see the Nuclear Fuels' Report of Voting Results, which be filed on SEDAR+ at About Nuclear Fuels Inc. Nuclear Fuels Inc. is a uranium exploration company advancing early stage, district-scale ISR amenable uranium projects towards production in the U.S. Leveraging extensive proprietary historical databases and deep industry expertise, Nuclear Fuels is well-positioned in a sector poised for significant and sustained growth on the back of strong government support. Nuclear Fuels has consolidated the Kaycee district under single-company control for the first time since the early 1980s. With its 2025 drill program in process following successful 2023 and 2024 drilling, the Company aims to expand on historic resources across a 35-mile trend with over 430 miles of mapped roll-fronts defined by 3,800 drill holes. The Company's strategic relationship with enCore Energy Corp., America's Clean Energy Company™, offers a mutually beneficial "pathway to production," with enCore owning an equity interest and retaining the right to back-in to 51% ownership in the flagship Kaycee Project in Wyoming's prolific Powder River Basin. About Premier American Uranium Inc. Premier American Uranium is focused on the consolidation, exploration, and development of uranium projects in the United States, aiming to strengthen domestic energy security and support the transition to clean energy. One of Premier's key strengths is the extensive land holdings in three prominent uranium-producing regions in the United States: the Grants Mineral Belt of New Mexico, the Great Divide Basin of Wyoming and the Uravan Mineral Belt of Colorado. With current resources and defined resource exploration targets, Premier American Uranium is actively advancing its portfolio through work programs. Premier American Uranium benefits from strong partnerships, with backing from Sachem Cove Partners, IsoEnergy Ltd., Mega Uranium Ltd., and other institutional investors. The Company's distinguished team has extensive experience in uranium exploration, development, permitting, and operations, as well as uranium-focused mergers and acquisitions—positioning Premier American Uranium as a key player in advancing the U.S. uranium sector. The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release. Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. None of the securities to be issued pursuant to the Plan of Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act"), or any state securities laws, and any securities issuable in the Plan of Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Cautionary Statements This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to activities, events or developments that the Company and Premier American Uranium expect or anticipate will or may occur in the future including, but not limited to, the timing and outcome of the Plan of Arrangement and the timing and outcome or satisfaction of any closing conditions of the Plan of Arrangement. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. Such forward-looking information and statements are based on numerous assumptions, including assumptions regarding Premier American Uranium following the closing of the Plan of Arrangement, including receipt of required regulatory, court and stock exchange approvals, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Plan of Arrangement, and other expectations and assumptions concerning the Plan of Arrangement. Although the assumptions made by the Company and Premier American Uranium in providing forward-looking information or making forward-looking statements are considered reasonable by management of, as applicable, the Company and Premier American Uranium at the time, there can be no assurance that such assumptions will prove to be accurate. Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: the failure to obtain regulatory, court or stock exchange approvals in connection with the Plan of Arrangement, material adverse change in the timing of completion and the terms and conditions upon which the Plan of Arrangement is completed, inability to satisfy or waive all conditions to complete the Plan of Arrangement as set out in the arrangement agreement, and failure to complete the Plan of Arrangement. Although the Company and Premier American Uranium have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, esti mated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company and Premier American Uranium undertake no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.