ACT Energy Technologies Reports 2025 Q1 Interim Results
CALGARY, AB, /CNW/ -
(TSX: ACX) ACT Energy Technologies Ltd (the "Company" or "ACT")'s news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws. For a full disclosure of forward-looking statements and the risks to which they are subject, see the 'Forward-Looking Statements' section in this news release. This news release contains references to Adjusted gross margin, Adjusted gross margin percentage, Adjusted EBITDAS, Adjusted EBITDAS margin percentage, Free cash flow, Working capital and Net capital expenditures. These terms do not have standardized meanings prescribed under International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and may not be comparable to similar measures used by other companies. See the 'Non-GAAP Measures' section in this news release for definitions and tabular calculations.
2025 Q1 FINANCIAL RESULTS
ACT's first quarter revenues of $135.4 million saw a strong increase coming out of the winter holiday season, up 6% sequentially, modestly better than the North American active land rig count sequential increase of 5% (1). Similarly, Adjusted EBITDAS (2) of $19.7 million in 2025 Q1 posted a 12% sequential increase versus the $17.6 million in 2024 Q4.
Owing principally to weakness in the U.S. land rig count year-over-year, plus much lower levels of lost-in-hole revenues (2) in 2025 Q1, our consolidated revenues declined 18%, compared to $165.0 million in 2024 Q1. The 31% decline in Adjusted EBITDAS (2) compared to $28.8 million in 2024 Q1, was disproportionately impacted by lower lost-in-hole revenues (2).
Net income of $7.2 million in 2025 Q1, compared to $11.6 million in 2024 Q1 mainly due to lower revenues in 2025 Q1.
Cash flow - operating activities of $18.7 million in 2025 Q1, compared to $15.7 million in 2024 Q1.
Free cash flow (2) of $7.9 million in 2025 Q1, compared to Free cash flow (2) of $6.2 million in 2024 Q1.
The Company purchased 742,699 common shares of ACT under its normal course issuer bid ("NCIB") for a total amount of $4.5 million, at an average price of $6.09 per common share. Subsequent to March 31, 2025, the Company purchased 212,900 common shares for a total purchase amount of $1.0 million, at an average purchase price of $4.84 per common share.
Loans and borrowings less cash was $50.3 million as at March 31, 2025, compared to $50.7 million as at December 31, 2024.
The Company strengthened liquidity with $61.3 million of undrawn capacity on the Company's amended Credit Agreement and a cash balance of $12.9 million (December 31, 2024 - $55.0 million and $12.8 million, respectively).
2025 Q1 OPERATIONAL RESULTS
While we remained one of the most active directional drillers in the Canadian market during the first quarter, we experienced a modest decline in operating days of 3% versus 2024 Q1 given slight differences in activity across the various Canadian resource plays. The ramp up in 2025 Q1 activity was also relatively strong this year, with our job count rebounding by approximately 23% sequentially versus a 20% increase of the industry rig count (1).
Our U.S. activity saw sequential gains in 2025 Q1 despite a difficult underlying U.S. land rig market. First quarter operating days were up 7% sequentially, relative to 2024 Q4. This contrasts with an essentially flat U.S. land rig count (1). On a year-over-year basis, a 5% contraction in the U.S. land rig count (1) plus customer consolidation pushed our U.S. operating days down by 17% in 2025 Q1, compared to 2024 Q1.
ACT recognized an unusually low level of lost-in-hole revenues (2), which led to a decrease in the Canadian and U.S. average revenues per operating day (3) of 5% and 8%, respectively, in 2025 Q1, compared to 2024 Q1. Historically, lost-in-hole activity has been achieved at relatively consistent levels as a percentage of operating revenues.
At the end of 2025 Q1, the Company began to see realized gross margin expansion in its U.S. directional business reducing its third-party rental costs by utilizing Rime supplied measurement-while-drilling ("MWD") systems. Further strengthening of gross margins is expected as more MWD systems are deployed. As of May 8, 2025, twenty-four Rime MWD systems have been deployed with an additional twenty-six MWD systems expected to be built by the end of 2025 Q2. A substantial majority of the inventory required to build-out these systems was spent in 2024, with minimal purchases required in 2025.
PRESIDENT'S MESSAGE
Comments from President & CEO Tom Connors:
"Our first quarter 2025 results showed solid improvement coming out of the holiday break as operating days in both of our major geographic segments outperformed the rise in underlying industry benchmarks. Our North American operating days improved by over 15% compared to fourth quarter 2024 levels versus a 5% increase in the North American active land rig count (1).
In Canada, we saw relatively consistent activity levels relative to the robust activity levels associated with the first quarter of 2024. We continue to believe that the regions in which we operate have some of the best economic return levels, which, combined with our extensive experience and leading technology offering, is ideally suited for the growing number and depth of wells drilled in multi-lateral oil plays.
"While we did see a meaningful sequential activity increase in our U.S. segment, our activity was down from the first quarter of 2024. Our U.S. operating days fell by 17% year-over-year due to lower industry drilling levels, especially among exploration and production ("E&P") companies involved in mergers and acquisitions ("M&A"). Overall, the U.S. land rig count declined by 5% year-over-year in 2025 Q1 (1), whereas the U.S. rig count working for E&P companies involved in M&A is down 19% (source: RBC Research, April 21, 2025). Numerous U.S. transactions saw significantly fewer rigs deployed within six to twelve months after announcement. Despite these impacts, our U.S. segment continues to operate at levels consistent with our historical proportions of the overall industry rig count.
"We started to see margin expansion in the first quarter of 2025 and believe we will see further margin expansion as we continue the deployment of our own MWD systems developed by Rime Downhole Technologies (acquired in 2023). We remain on target to complete the construction of 50 MWD systems by the end of the second quarter of 2025. These new MWD systems will strengthen the durability of our cash flow, replacing rented third-party MWD systems. The deployment of the tools into an operating environment for our customers will happen incrementally throughout 2025 with full utilization rates expected in 2026.
"Our business focus remains consistent, we are committed to delivering ultra-high-performance directional drilling and related down-hole services, leveraging our proprietary technologies and experienced team. This focus will allow us to deliver value to our shareholders through the cycles. To maximize returns, we expect to allocate capital as follows:
Expand margins: utilize selective capital investment, primarily rotary steerable systems ("RSS") and MWD, replacing rental equipment with optimized in-house solutions.
Return of capital: repurchase of shares through the Company's NCIB.
Further strengthen our financial position: although debt remains low, further modest reduction of debt will allow for business resiliency through the cycles, allowing the Company to be counter-cyclical with respect to long-term investment decisions.
"By having this diverse approach to capital allocation, we believe we will continue to build out a durable business model, focused on ensuring an effective use of capital.
"Volatile industry conditions are to be expected and anticipated in an oilfield service business. We are fortunate to have people to help navigate this business through uncertain times if and as they arise. We sincerely appreciate their dedication to our business and customers as we continue to build our Company," stated Tom Connors, ACT President and Chief Executive Officer.
FINANCIAL HIGHLIGHTS
(unaudited)
Balance (stated in thousands of Canadian dollars)
March 31,
2025
December 31,
2024
Working capital, excluding current portion of loans and borrowings (1)
$ 70,665
$ 84,417
Total assets
$ 485,001
$ 472,881
Loans and borrowings
$ 63,200
$ 63,527
Shareholders' equity
$ 243,284
$ 241,580
OUTLOOK
Despite ongoing uncertainty in global markets related to proposed U.S. trade policy revisions, the longer-term outlook for North American energy-related activity remains positive. Global demand continues to rise while geopolitical events continue to increase the uncertainty around supply. Our E&P clients have also worked hard since the Covid downturn to improve their balance sheets, which should allow much better insulation around field capital spending levels against a backdrop of commodity price volatility. In Canada, the commissioning of the Trans Mountain oil pipeline expansion in May 2024, followed by the impending start-up of the liquified natural gas ("LNG") Canada project in mid-2025, will provide significant tidewater and global market access for both Canadian crude and natural gas. Both projects should continue to translate to more consistent and slightly improved activity levels for oilfield service providers over time. LNG also represents a significant area of growth for the U.S. market as more than 11 bcf per day of export capacity will be added from 2025 to 2028, supporting incremental growth in drilling activity and less volatility in activity related to the cyclicality of domestic natural gas prices. The potential growth in energy demand related to the evolving market for artificial intelligence ("AI") data centers is a developing trend that could further support natural gas-related drilling activity over the long-term.
Despite the typical pull-back in second quarter activity in Canada owing to wet weather conditions, our recent job count has been in the low-to-high 20 range, which is modestly ahead of last year's April-to-early May run rate. Our Canadian customers have shown a tendency in recent years to level-load their capital programs in 2025 Q2, which includes more pad-based drilling to avoid road bans.
For the remainder of the year, our Canadian activity is expected to be similar to 2024. If uncertainty or increased costs due to trade policy persists, some potential for downside risk exists, but could be offset by improved pricing for Canadian heavy oil production due to narrowing of the discount typically realized by Canadian producers due to pipeline constraints. Trans Mountain pipeline volumes and loadings remain strong, showing the real-time virtue of expanded takeaway capacity. With our industry-leading position in multi-lateral drilling, the compelling economics of multi-lateral wells is expected to support continued solid activity through the summer despite potential headwinds related to weaker commodity prices or other market uncertainties. Similar to the fourth quarter of 2024, we also anticipate that operator discipline will remain a factor in the fourth quarter of 2025 and likely result in some degree of budget exhaustion and reduced activity versus the third quarter of 2025.
In the U.S. we expect to operate in a range of 40 to 50 jobs daily for the remainder of the year as drilling activity remains somewhat constrained due to customer consolidation and concern over commodity price volatility. We do see near term risk in customer activity resulting from the proposed U.S. tariffs and potential negative effect on oil prices. However, improved year-over-year natural gas prices are creating some optimism for an increase in rig activity later this year or into 2026, particularly as new Gulf Coast LNG export facilities come online.
We feel well-positioned to navigate a relatively flat macroeconomic environment in North America and are optimistic about the potential upside related to the deployment of our own technology in the U.S. market, but we remain cautious on the impact of tariffs and are evaluating the potential impact on our business. Given our supply chains are generally resident in each nation and 65% to 70% of our revenues are U.S. based, we expect the impact will be somewhat limited, but there may be certain elements of our supply chain that will increase in cost. While tariffs and their potential impact may persist or prove to be short-term in nature, the underlying risk is the negative impact on the investment climate and overall consumer sentiment.
Financial
Operational
Three months ended March 31,
%
(stated in Canadian dollars, except operating days and average industry land rig counts)
2025
2024
Change
Operating days (1)
United States
3,040
3,670
(17 %)
Canada
4,254
4,374
(3 %)
7,294
8,044
(9 %)
Industry land rig count (2)
United States
572
602
(5 %)
Canada
205
197
4 %
Average revenues per operating day (1)
United States
$ 26,847
$ 29,036
(8 %)
Canada
$ 12,633
$ 13,350
(5 %)
$ 18,557
$ 20,507
(10 %)
Net lost-in-hole equipment reimbursements (3)
$ 1,117
$ 10,646
(90 %)
Summary
The Company sustained gross margin and Adjusted gross margin percentages (1) despite a 9% decline in the Company's operating days and a significant reduction of lost-in-hole revenues (1), both contributing significantly to the 18% decline in the Company's revenues relative to the prior period. Typically, declines in operating days and revenues would result in the Company's fixed components of direct costs negatively impacting margin percentages. However, the Company's improved the durability and resiliency of gross margins through replacement of third-party rental equipment with owned equipment, primarily through deployment of Rime MWD systems.
SEGMENTED INFORMATION
United States
U.S. revenues were $81.6 million in 2025 Q1, a decrease of $25.0 million or 24%, compared to $106.6 million in 2024 Q1. The Company experienced a 17% decrease in operating days in 2025 Q1 (2025 - 3,040 days; 2024 - 3,670 days). The Company's activity declines exceeded the 5% decrease in the average U.S. land rig count mainly as a result of consolidation by some of the Company's customers. The average revenues per operating day (2) decreased 8% in 2025 Q1 (2025 - $26,847 per day; 2024 - $29,036 per day). The decrease in average revenues per operating day (2) is mainly due to lower lost-in-hole revenues and lower equipment service intensity on jobs during 2025 Q1, compared to 2024 Q1. In 2025 Q1, the Company experienced an unusually low rate of lost-in-hole activity compared to 2024 Q1 ($12.4 million), which was conversely unusually high. Over longer periods of time, lost-in-hole activity has historically been relatively consistent as a percentage of operating revenues.
Direct costs
U.S. direct costs included in cost of sales were $62.1 million in 2025 Q1, a decrease of $18.6 million or 23%, compared to $80.7 million in 2024 Q1. The decrease is mainly due to lower MWD third-party rental costs, resulting from the Rime MWD build-out and lower labour and repair costs related to lower activity in 2025 Q1. As a percentage of revenues, direct costs were 76% in 2025 Q1 and 2024 Q1. Lower direct costs as a percentage of revenues, as described above, were offset by the effect of minimal lost-in-hole revenues (1) in 2025 Q1 relative to the comparative period.
Canadian
Canadian revenues were $53.7 million in 2025 Q1, a decrease of $4.7 million or 8%, compared to $58.4 million in 2024 Q1, with the decline primarily attributable to lower lost-in-hole revenues (1) and a 3% decrease in operating days in 2025 Q1 (2025 - 4,254 days; 2024 - 4,374 days). Despite a modest increase in the Western Canada average land rig count of 4%, ACT had a slight decline in activity during 2025 Q1 primarily attributable to lower activity in oil plays where ACT is more prevalent.
The average revenues per operating day (2) decreased 5% in 2025 Q1 (2025 - $12,633 per day; 2024 - $13,350 per day). The decrease in the average revenues per operating day (2) is mainly attributed to lower lost-in-hole revenues (1). In 2025 Q1, the Company experienced an unusually low rate of lost-in-hole activity compared to 2024 Q1 ($4.3 million), which was conversely unusually high. Over longer periods of time, lost-in-hole activity has historically been relatively consistent as a percentage of operating revenues.
Direct costs
Canadian direct costs included in cost of sales were $35.7 million in 2025 Q1, a decrease of $0.6 million or 2%, compared to $36.3 million in 2024 Q1. The decrease is mainly due to lower labour and repair costs in 2025 Q1 as a result of lower activity. As a percentage of revenues, direct costs were 66% in 2025 Q1, compared to 62% in 2024 Q1. The effect of minimal lost-in-hole revenues (1) in 2025 Q1 relative to the comparative period is the primary factor in direct costs being higher as a percentage of revenues in the current period.
Revenues
The Company recognized $135.4 million of revenues in 2025 Q1, a decrease of $29.6 million or 18%, compared to $165.0 million in 2024 Q1. The decrease is due to a 9% decrease in operating days (2025 - 7,294 days; 2024 - 8,044 days), and a 10% decrease in the average revenues per operating day (2) resulting from very low levels of lost-in-hole revenue (1) compared to 2024 Q1.
Direct costs
The Company recognized $97.9 million of direct costs in 2025 Q1, a decrease of $19.1 million or 16%, compared to $117.0 million in 2024 Q1. The decrease is mainly due to lower labour and repair costs related to the decrease in operating days, and lower third-party MWD rental costs mainly related to the Rime MWD build-out.
Direct costs as a percentage of revenues increased to 72% in 2025 Q1, compared to 71% in 2024 Q1, mainly due to the effect of minimal lost-in-hole revenues (1) in 2025 Q1 relative to the comparative period.
Gross margin and adjusted gross margin
The gross margin percentage was 22% in 2025 Q1 and 2024 Q1. The Adjusted gross margin percentage (1) decreased to 28% in 2025 Q1, compared to 29% in 2024 Q1. Despite a 9% decline in the Company's operating days and a significant reduction of lost-in-hole revenues (1), the gross margin percentage and Adjusted gross margin percentage (1) were relatively consistent. The Company remains focused on reducing third-party MWD rental costs by investing capital to build out its MWD fleet.
Depreciation and amortization expense
Depreciation and amortization expense included in cost of sales decreased to $7.3 million in 2025 Q1, compared to $11.6 million in 2024 Q1. The decrease is mainly due to a change in depreciation methodology affecting the prior period.
Selling, general and administrative ("SG&A") expenses
Three months ended March 31,
(stated in thousands of Canadian dollars)
2025
2024
Selling, general and administrative expenses:
Direct costs
$ 16,433
$ 16,026
Depreciation and amortization
2,826
2,347
Share-based compensation
541
930
Selling, general and administrative expenses
$ 19,800
$ 19,303
The Company recognized direct costs included in SG&A expenses of $16.4 million in 2025 Q1, relatively consistent compared to $16.0 million in 2024 Q1. Direct costs included in SG&A expenses as a percentage of revenues were 12% in 2025 Q1, compared to 10% in 2024 Q1. The increase resulting from lower lost-in-hole revenues (1) and the fixed nature of SG&A expenses being unaffected by activity levels.
Depreciation and amortization included in SG&A expenses were $2.8 million in 2025 Q1, compared to $2.3 million in 2024 Q1. The increase is mainly due to intangible amortization expense related to the rotary steerable system ("RSS") licenses.
Stock-based compensation included in SG&A expenses were $0.5 million in 2025 Q1, compared to $0.9 million in 2024 Q1. The decrease is mainly due to certain stock options being fully vested in 2024.
Research and development ("R&D") costs
The Company recognized R&D costs of $1.4 million in 2025 Q1, compared to $1.2 million in 2024 Q1. R&D costs are salaries, benefits, purchased materials and shop supply costs related to new product development and technology.
Write-off of property, plant and equipment
The Company recognized a write-off of property, plant and equipment of $0.2 million in 2025 Q1, compared to $1.6 million in 2024 Q1. The write-offs related to equipment lost-in-hole and damaged beyond repair. Lost-in-hole equipment and damaged beyond repair reimbursements from customers are based on service agreements held with clients and are recognized as revenues.
Finance costs
Finance costs - loans and borrowings and exchangeable promissory notes were $2.2 million in 2025 Q1, a decrease of $0.3 million, compared to $2.5 million in 2024 Q1. The decrease is mainly due to a lower outstanding balance of loans and borrowings in 2025 Q1 compared to 2024 Q1.
In addition, the Company had finance costs - lease liabilities of $0.3 million in 2025 Q1, related to lease liabilities, compared to $0.2 million in 2024 Q1.
Foreign exchange
The Company recognized a foreign exchange loss of $0.3 million in 2025 Q1, compared to a foreign exchange gain of $2.0 million in 2024 Q1. The impact of foreign exchange is due to fluctuations of the Canadian dollar relative to the United States dollar ("USD") related to foreign currency transactions and balances recognized in net income.
The Company recognized a foreign currency translation loss on foreign operations of $0.1 million in 2025 Q1, compared to a gain of $1.5 million in 2024 Q1. The Company's foreign operations are denominated in USD and differences due to fluctuations in the foreign currency exchange rates are recorded in other comprehensive income.
Income tax recovery (expense)
The Company recognized an income tax recovery of $1.2 million in 2025 Q1, compared to an income tax expense of $1.7 million in 2024 Q1. Income tax expense is recognized based upon expected annualized rates using the statutory rates of 23% for both Canada and the U.S. adjusted for key items that will effect the Company's actual tax for the period.
During 2025 Q1, the Company realized a loss before income tax in its U.S. segment resulting in an income tax recovery in the current period. In addition, the Company utilized previously unrecognized Canadian tax pools reducing the Canadian tax expense to nil. The remaining amount of unrecognized Canadian and U.S. tax pools as at March 31, 2025 are estimated at $5.5 million and $9.6 million, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Annually, the Company's principal source of liquidity is cash generated from its operations. In addition, the Company has the ability to fund liquidity requirements through its credit facility and the issuance of additional debt and/or equity, if available.
In order to facilitate the management of its liquidity, the Company prepares an annual budget, which is updated, as necessary, depending on varying factors, including changes in capital structure, execution of the Company's business plan and general industry conditions. The annual budget is approved by the Board of Directors and updated forecasts are prepared as the fiscal year progresses with changes reviewed by the Board of Directors.
Cash flow - operating activities was $18.7 million in 2025 Q1, compared to $15.7 million in 2024 Q1. ACT remains focused on reducing its loans and borrowings and generating Free cash flow, as defined in the 'Non-GAAP measures' section of this news release. In addition, the Company will remain opportunistic in executing its NCIB and making strategic and accretive acquisitions.
At March 31, 2025, the Company had working capital, excluding current portion of loans and borrowings of $70.7 million (December 31, 2024 - $84.4 million).
Common share consolidation
On May 9, 2024, the shareholders of the Company approved the consolidation of the issued and outstanding common shares of the Company, on the basis of one post-consolidation common share for a range of five to ten pre-consolidation common shares. On June 10, 2024, the Board of Directors approved a consolidation ratio of one post-consolidation share for seven pre-consolidation common shares (the "Consolidation"). As a result, on July 3, 2024, 243,383,392 common shares issued and outstanding prior to the Consolidation were reduced to 34,769,056 common shares. No fractional common shares were issued in connection with the Consolidation, and all fractional common shares that otherwise would have been issued was rounded to the nearest whole common share. The number of shares and per share amounts in this news release were restated to reflect the Consolidation.
Normal course issuer bid
During the three months ended March 31, 2025, 742,699 (2024 - 353,100) common shares were purchased under the NCIB for a total purchase amount of $4.5 million (2024 - $2.1 million) at an average price of $6.09 (2024 - $5.88) per common share. A portion of the purchase amount reduced share capital by $4.2 million (2024 - $2.0 million) and the residual purchase amount of $0.3 million (2024 - $0.1 million) was recorded to the surplus.
In connection with the NCIB, the Company established an automatic securities purchase plan ("the Plan"). Accordingly, the Company may repurchase its common shares under the Plan on any trading day during the NCIB, including during regulatory restrictions or self-imposed trading blackout periods. The Plan commenced on July 29, 2024 and will terminate on July 28, 2025. As at March 31, 2025, the Company recognized $3.9 million as an accrued liability for the maximum common shares to be purchased under the Plan.
Subsequent to March 31, 2025, the Company purchased 212,900 common shares for a total purchase amount of $1.0 million, at an average purchase price of $4.84 per common share.
Syndicated and revolving credit facilities
On March 21, 2025, the Company entered into a Fifth Amended and Restated Credit Agreement with its existing syndicate of lenders co-lead by ATB Financial and Royal Bank of Canada ("Amended Credit Agreement"). The Amended Credit Agreement provided for the following:
i.
A revolving facility with an approximate principal amount of $124.3 million comprised of: i) $100.0 million Syndicated Revolving Facility ("CAD Syndicated Revolving Facility") and ii) $10.0 million revolving facility provided by ATB Financial ("ATB Revolving Facility"), and iii) USD $10.0 million (approximately CAD $14.3 million equivalent) provided by HSBC Bank USA, N.A. ("HSBC Revolving Facility"). The revolving facility replaced the Company's existing facilities (CAD Syndicated Term Facility of $59.0 million, USD Syndicated Term Facility of USD $21.0 million, Syndicated Operating Facility of $35.0 million, Revolving Operating Facility of $15.0 million and USD Revolving Operating Facility of $10.0 million). As such, the contractual repayments of the CAD Syndicated Term Facility and USD Syndicated Term Facility are no longer required;
ii.
A lower amended interest rate updated to the financial institution's prime rate plus 1.0% to 1.75% or Canadian Overnight Repo Rate Average rate / Secured Overnight Financing Rate plus 2.0% to 2.75% (previously prime rate plus 1.5% to 2.25% or Canadian Overnight Repo Rate Average rate / Secured Overnight Financing Rate plus 2.5% to 3.25%);
iii.
The maturity date extended from July 11, 2026 to March 21, 2028;
iv.
Replaced the financial covenant of Consolidated Fixed Charge Coverage ratio (previously required to be no less than 1.25:1) with a Consolidated Interest Coverage Ratio, which is required to be no less than 3.00:1. The Consolidated Funded Debt to Consolidated Credit Agreement EBITDA ratio remained unchanged and shall not exceed 2.50:1; and
v.
The syndicate of lenders remained unchanged with the exception of Royal Bank of Canada joining ATB Financial as the syndicate co-lead.
As at March 31, 2025, $61.3 million of the $124.3 million Revolving Facility remained undrawn.
At March 31, 2025, the Company was in compliance with all covenants, including its financial covenants, which were as follows:
Consolidated Funded Debt to Consolidated Credit Agreement EBITDA ratio shall not exceed 2.5:1.0 (calculated - 1.0); and
Consolidated Interest Coverage ratio shall not be less than 3.0 :1.0 (calculated - 9.6).
Contractual obligations and contingencies
As at March 31, 2025, the Company's commitment to capital is approximately $7.2 million (December 31, 2024 - $11.9 million), which is expected to be incurred over the next six months.
The Company holds six letters of credit totaling $1.8 million (December 31, 2024 - $1.8 million) related to rent payments, corporate credit cards and a utilities deposit.
The Company is involved in various other legal claims and tax audits associated with the normal course of operations. The Company believes that any liabilities that may arise pertaining to such matters would not have a material impact on its financial position.
In relation to a pre-closing sales tax issue related to the July 14, 2022 acquisition of Altitude, as a result of a preliminary assessment, the Company has recognized a provision of $15.5 million in Trade and other payables. Pursuant to the Equity Purchase Agreement related to the Altitude acquisition, the sellers provided the Company with an indemnity related to pre-closing tax issues, including the sales tax issue noted. Accordingly, the Company has recognized an offsetting indemnity receivable of $15.5 million in Other receivable. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of this provision.
The following table outlines the anticipated payments related to contractual commitments subsequent to March 31, 2025:
(stated in thousands of Canadian dollars)
Carrying
amount
One year
1-2 years
3-5 years
Thereafter
Loans and borrowings - principal
$ 63,818
$ 685
$ —
$ 63,133
$ —
Exchangeable promissory ("EP")
notes - principal
28,752
—
28,752
—
—
Interest payments on loans and
borrowings and EP notes
15,635
6,122
5,079
4,434
—
Lease liabilities - undiscounted
21,839
4,034
3,684
8,779
5,342
Trade and other payables
116,352
116,352
—
—
—
Total
$ 246,396
$ 127,193
$ 37,515
$ 76,346
$ 5,342
Capital structure
As at May 8, 2025, the Company has 33,551,247 common shares, 3,290,598 stock options, 376,203 restricted shares, and EP Notes that are exchangeable into a maximum of 3,510,000 common shares outstanding.
NET CAPITAL EXPENDITURES
The following table details the Company's Net capital expenditures (1):
(1) Refer to the 'Non-GAAP Measures' section in this news release.
Equipment additions totaling $23.5 million included $7.6 million of items previously purchased and held in inventory for the Rime MWD system build-out in 2025 Q1.
As at March 31, 2025, property, plant and equipment included $15.8 million (2024 - $7.9 million) of MWD equipment not yet being depreciated as they are currently being manufactured and tested. Depreciation of the assets will commence upon the assets being fully operational.
Given the current market uncertainty, partly as a result of the enacted and proposed U.S. tariffs, the Company's 2025 Net capital expenditure budget will be dynamic and adjusted to reflect management's expectation of future activity levels. Currently, the Company's target Net capital expenditures (1) budget is anticipated to relate to necessary sustaining capital expenditures that will enhance realized gross margin percentage levels, including growing ACT's high-performance mud motors, MWD in both Canada and the U.S., and selective RSS deployments. ACT intends to fund its 2025 capital plan from cash flow - operating activities.
NON-GAAP MEASURES
ACT uses certain performance measures throughout this news release that are not defined under IFRS Accounting Standards or Generally Accepted Accounting Principles ("GAAP"). These non-GAAP measures do not have a standardized meaning and may differ from that of other organizations, and accordingly, may not be comparable. Investors should be cautioned that these measures should not be construed as alternatives to IFRS Accounting Standards measures as an indicator of ACT's performance.
These measures include the Adjusted gross margin, Adjusted gross margin percentage, Adjusted EBITDAS, Adjusted EBITDAS margin percentage, Free cash flow, Working capital and Net capital expenditures. Management believes these measures provide supplemental financial information that is useful in the evaluation of ACT's operations.
These non-GAAP measures are defined as follows:
i)
"Adjusted gross margin" - calculated as gross margin before non-cash costs (write-down of inventory included in cost of sales, depreciation and amortization and share-based compensation); is a supplemental measure of changes in financial performance that are closely related to the Company's core operating activities, by excluding certain non-cash costs that might otherwise distort trends in overall profitability (see tabular calculation);
ii)
"Adjusted gross margin percentage" - calculated as Adjusted gross margin divided by revenues; is considered a primary indicator of operating performance (see tabular calculation);
iii)
"Adjusted EBITDAS" - calculated as net income before finance costs, unrealized foreign exchange gain (loss), foreign exchange gain (loss) on intercompany balances, income tax expense, depreciation and amortization, gain on settlement of lease liabilities, non-recurring costs, write-down of inventory included in cost of sales and share-based compensation; provides supplemental information to net income that is useful in evaluating the results from our principal business activities prior to consideration of how our activities are financed, foreign exchange components and other charges like depreciation (see tabular calculation);
iv)
"Adjusted EBITDAS margin percentage" - calculated as Adjusted EBITDAS divided by revenues; provides supplemental information to net income that is useful in evaluating the results and financing of the Company's business activities before considering certain charges as a percentage of revenues (see tabular calculation);
v)
"Free cash flow" - calculated as cash flow - operating activities prior to: i) changes in non-cash working capital, ii) and income tax (refund) payment less: i) cash flow - investing activities (updated from property, plant and equipment ("PP&E") and intangible asset additions, excluding assets acquired in business combinations), ii) required repayments on loans and borrowings, in accordance with the Company's credit facility agreement, and iii) repayments of lease liabilities, net of finance costs, offset by proceeds on disposal of PP&E. This is a useful supplemental measure of the Company's ability to generate funds from operations available for future capital expenditures, discretionary debt repayments, or other strategic initiatives (see tabular calculation).
Free cash flow was updated from prior periods to deduct cash flow - investing activities (updated from PP&E and intangible asset additions, excluding assets acquired in business combinations) to include changes in non-cash investing working capital in the calculation to account for non-cash movements in the period;
vi)
"Net capital expenditures" - calculated as the gross capital expenditures less net lost-in-hole equipment reimbursements, as defined below - refer to the "Net capital expenditures" section of this news release for tabular calculation;
1.
"Lost-in-hole revenues" - represent reimbursements received from customers and insurance proceeds related to directional drilling equipment that is lost in-hole or damaged beyond repair. Management considers lost-in-hole revenues to be supplemental information that assists in understanding fluctuations in the Company's reported revenues under IFRS Accounting Standards. Although lost-in-hole revenues tend to remain relatively consistent over longer periods, they can vary significantly from period to period, causing fluctuations in the Company's financial results;
2.
"Net lost-in-hole equipment reimbursements" - represent lost-in-hole revenues, as defined above, less outflows associated with vendor payments for insurance coverage and third-party rental equipment replacement, following equipment loss-in-hole or damage beyond repair; and
vii)
"Working capital" - calculated as current assets less current liabilities, excluding the current portion of loans and borrowings. Management uses this measure as an indication of the Company's financial and cash liquidity position.
The following tables provide reconciliations from the IFRS Accounting Standards to non-GAAP measures included in this news release.
Adjusted gross margin
Three months ended March 31,
(stated in thousands of Canadian dollars)
2025
2024
Gross margin
$ 30,005
$ 36,090
Add non-cash items included in cost of sales:
Write-down of inventory included in cost of sales
—
7
Depreciation and amortization
7,348
11,635
Share-based compensation
131
223
Adjusted gross margin
$ 37,484
$ 47,955
Adjusted gross margin percentage
28 %
29 %
Adjusted EBITDAS
Three months ended March 31,
(stated in thousands of Canadian dollars, except percentages)
2025
2024
Net income
$ 7,248
$ 11,584
Add (deduct):
Income tax (recovery) expense
(1,195)
1,665
Depreciation and amortization - cost of sales
7,348
11,635
Depreciation and amortization - selling, general and administrative expenses
2,826
2,347
Share-based compensation - cost of sales
131
223
Share-based compensation - selling, general and administrative expenses
541
930
Finance costs - loans and borrowings and exchangeable promissory notes
2,235
2,465
Finance costs - lease liabilities
281
205
Unrealized foreign exchange loss (gain)
284
(2,309)
Non-recurring expenses, including inventory write-off
—
7
Adjusted EBITDAS
$ 19,699
$ 28,752
Adjusted EBITDAS margin percentage
15 %
17 %
Free cash flow
Three months ended March 31,
(stated in thousands of Canadian dollars)
2025
2024
Cash flow - operating activities
$ 18,685
$ 15,746
Add (deduct):
Income tax (refund) payment
(55)
160
Changes in non-cash operating working capital
1,091
14,481
Less:
Cash flow - investing activities
(10,809)
(18,128)
Required repayments on loans and borrowings (1)
—
(5,149)
Repayments of lease liabilities, net of finance costs
(1,037)
(899)
Free cash flow
$ 7,875
$ 6,211
(1) Required repayments on loans and borrowings in accordance with the credit facility agreement, which excludes discretionary debt repayments.
SUPPLEMENTARY FINANCIAL MEASURES AND OTHER DEFINITIONS
i)
"Average revenues per operating day" - is a supplemental operational metric calculated by dividing revenues, either for a specific geographic segment or on a consolidated basis as reported under IFRS Accounting Standards, by the corresponding number of operating days for that segment or on a consolidated basis. Management uses revenues per operating day to assess pricing strength, service intensity, and comparative financial performance against different periods and across different geographic markets; and
ii)
"Operating days" - are defined as the total number of calendar days during which directional drilling services were actively provided to a customer at a rig site, excluding any days where personnel or equipment were on location but not engaged in active drilling operations (such as standby, rig move days, or other non-operational periods, regardless of whether partial revenues were recognized).
FORWARD LOOKING STATEMENTS
This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes. In particular, this news release contains forward-looking statements relating to, among other things:
The 2025 Net capital expenditure budget and financing thereof;
At the end of 2025 Q1, the Company began to see realized gross margin expansion in its U.S. directional business reducing its third-party rental costs by utilizing Rime supplied measurement-while-drilling ("MWD") systems. Further durability of gross margins is expected as more MWD systems are deployed. To date, twenty-four Rime MWD systems have been deployed with an additional twenty-six MWD systems expected to be deployed by the end of 2025 Q2.
We started to see margin expansion in the first quarter of 2025 and believe we will see further margin expansion as we continue the deployment of our own MWD systems developed by Rime Downhole Technologies (acquired in 2023). We remain on target to complete the construction of 50 MWD systems by the end of the second quarter of 2025. These new MWD systems will strengthen the durability of our cash flow, replacing rented third-party MWD systems. The deployment of the tools into an operating environment for our customers will happen incrementally throughout 2025 with full utilization rates expected in 2026
The Company remains focused on reducing third-party MWD rental costs by investing capital to build out its MWD fleet.
ACT's business focus remains consistent, we are committed to delivering ultra-high-performance directional drilling and related down-hole services, leveraging our proprietary technologies and experienced team. This focus will allow us to deliver value to our shareholders through the cycles. To maximize returns, we expect to allocate capital as follows:
Expand margins: utilize selective capital investment, primarily RSS and MWD, replacing rental equipment with optimized in-house solutions.
Return of capital: repurchase of shares through the Company's NCIB.
Further strengthen our financial position: although debt remains low, further modest reduction of debt will allow for business resiliency through the cycles allowing the Company to be counter-cyclical with respect to long-term investment decisions.
By having this diverse approach to capital allocation, we believe we will continue to build out a durable business model, focused on ensuring an effective use of capital.
Given the current market uncertainty, partly as a result of the enacted and proposed U.S. tariffs, the Company's 2025 Net capital expenditure budget, will be dynamic and adjusted to reflect management's expectation of future activity levels.
Currently, the Company's target Net capital expenditure budget is anticipated to relate to necessary sustaining capital expenditures that will enhance realized gross margin percentage levels, including growing ACT's high-performance mud motors, MWD in both Canada and the U.S., and RSS in the U.S. ACT intends to fund its 2025 capital plan from cash flow - operating activities.
The longer-term outlook for North American energy-related activity remains positive.
Global demand continues to rise while geopolitical events continue to increase the uncertainty around supply.
In Canada, the commissioning of the Trans Mountain oil pipeline expansion in May 2024, followed by the impending start-up of the LNG Canada project in mid-2025, will provide significant tidewater and global market access for both Canadian crude and natural gas.
Both projects should continue to translate to more consistent and slightly improved activity levels for oilfield service providers over time.
LNG also represents a significant area of growth for the U.S. market as more than 11 bcf per day of export capacity will be added from 2025 to 2028, supporting incremental growth in drilling activity and less volatility in activity related to the cyclicality of domestic natural gas prices.
The potential growth in energy demand related to the evolving market for AI data centers is also a developing trend that could further support natural gas-related drilling activity over the long-term.
For the remainder of the year, our Canadian activity is expected to be similar to 2024.
If uncertainty or increased costs due to trade policy persists, some potential for downside risk exists, but could be offset by improved pricing for Canadian heavy oil production due to narrowing of the discount typically realized by Canadian producers due to pipeline constraints.
Trans Mountain pipeline volumes and loadings remain strong, showing the real-time virtue of expanded takeaway capacity.
With our industry-leading position in multi-lateral drilling, the compelling economics of multi-lateral wells is expected to support continued solid activity through the summer despite potential headwinds related to weaker commodity prices or other market uncertainties. Similar to the fourth quarter of 2024, we also anticipate that operator discipline will remain a factor in the fourth quarter of 2025 and likely result in some degree of budget exhaustion and reduced activity versus the third quarter of 2025.
In the U.S. we expect to operate in a range of 40 to 50 jobs daily for the remainder of the year as drilling activity remains somewhat constrained due to customer consolidation and concern over commodity price volatility.
We do see near term risk in customer activity resulting from the proposed U.S. tariffs and potential negative effect on oil prices. However, improved year-over-year natural gas prices are creating some optimism for an increase in rig activity later this year or into 2026, particularly as new Gulf Coast LNG export facilities come online.
We feel well-positioned to navigate a relatively flat macroeconomic environment in North America and are optimistic about the potential upside related to the deployment of our own technology in the U.S. market, but we remain cautious on the impact of tariffs and are evaluating the potential impact on our business.
Given our supply chains are generally resident in each nation and 65% to 70% of our revenues are U.S. based, we expect the impact will be somewhat limited, but there may be certain elements of our supply chain that will increase in cost.
While tariffs and their potential impact may persist or prove to be short-term in nature, the underlying risk is the negative impact on the investment climate and overall consumer sentiment.
The Company believes the expectations reflected in such forward-looking statements are reasonable as of the date hereof but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.
Various material factors and assumptions are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those material factors and assumptions are based on information currently available to the Company, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and material factors are presented elsewhere in this news release in connection with the forward-looking statements. You are cautioned that the following list of material factors and assumptions is not exhaustive. Specific material factors and assumptions include, but are not limited to:
the performance of ACT's business;
impact of economic and social trends;
oil and natural gas commodity prices and production levels;
capital expenditure programs and other expenditures by ACT and its customers;
the ability of ACT to attract and retain key management personnel;
the ability of ACT to retain and hire qualified personnel;
the ability of ACT to obtain parts, consumables, equipment, technology, and supplies in a timely manner to carry out its activities;
the ability of ACT to maintain good working relationships with key suppliers;
the ability of ACT to retain customers, market its services successfully to existing and new customers and reliance on major customers;
risks associated with technology development and intellectual property rights;
obsolescence of ACT's equipment and/or technology;
the ability of ACT to maintain safety performance;
the ability of ACT to obtain adequate and timely financing on acceptable terms;
the ability of ACT to comply with the terms and conditions of its credit facility;
the ability to obtain sufficient insurance coverage to mitigate operational risks;
currency exchange and interest rates;
risks associated with future foreign operations;
the ability of ACT to integrate its transactions and the benefits of any acquisitions, dispositions and business development efforts;
environmental risks;
business risks resulting from weather, disasters and related to information technology;
changes under governmental regulatory regimes including tariffs and tax, environmental, climate and other laws in Canada and the U.S.; and
competitive risks.
Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Company's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks identified in this news release and in the Company's Annual Information Form under the heading "Risk Factors". Any forward-looking statements are made as of the date hereof and, except as required by law, the Company assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.
All forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Further information about the factors affecting forward-looking statements is available in the Company's current Annual Information Form that has been filed with Canadian provincial securities commissions and is available on www.sedarplus.ca and the Company's website (www.actenergy.com).
As at March 31, 2025 and December 31, 2024
Canadian dollars in '000s
(unaudited)
March 31,
December 31,
Balance,
2025
2024
Assets
Current assets:
Cash
$ 12,949
$ 12,792
Trade receivables
109,093
105,872
Other receivable
15,512
15,526
Current taxes receivable
2,285
2,417
Prepaid expenses
6,136
6,678
Inventories
45,076
51,498
Total current assets
191,051
194,783
Property, plant and equipment
145,885
129,243
Intangible assets
74,675
77,352
Right-of-use assets
17,285
15,359
Goodwill
43,405
43,444
Deferred tax asset
12,700
12,700
Total non-current assets
293,950
278,098
Total assets
$ 485,001
$ 472,881
Liabilities and Shareholders' Equity
Current liabilities:
Trade and other payables
$ 116,352
$ 106,242
Loans and borrowings, current
685
21,435
Lease liabilities, current
4,034
4,124
Total current liabilities
121,071
131,801
Loans and borrowings, long-term
62,515
42,092
Exchangeable promissory notes
27,200
26,962
Lease liabilities, long-term
17,805
16,037
Deferred tax liability
13,126
14,409
Total non-current liabilities
120,646
99,500
Total liabilities
241,717
231,301
Shareholders' equity:
Share capital
189,598
195,516
Treasury shares
(469)
(469)
Exchangeable promissory notes
1,242
1,242
Contributed surplus
17,950
17,408
Accumulated other comprehensive income
19,072
19,151
Surplus
15,891
8,732
Total shareholders' equity
243,284
241,580
Total liabilities and shareholders' equity
$ 485,001
$ 472,881
Three months ended March 31, 2025 and 2024
Canadian dollars in '000s except per share amounts
(unaudited)
Three months ended March 31,
2025
2024
Revenues
$ 135,357
$ 164,956
Cost of sales:
Direct costs
(97,873)
(117,008)
Depreciation and amortization
(7,348)
(11,635)
Share-based compensation
(131)
(223)
Total cost of sales
(105,352)
(128,866)
Gross margin
30,005
36,090
Selling, general and administrative expenses:
Direct costs
(16,433)
(16,026)
Depreciation and amortization
(2,826)
(2,347)
Share-based compensation
(541)
(930)
Total selling, general and administrative expenses
(19,800)
(19,303)
Research and development costs
(1,364)
(1,203)
Write-off of property, plant and equipment
(179)
(1,635)
Gain on disposal of property, plant and equipment
157
—
Income from operating activities
8,819
13,949
Finance costs - loans and borrowings and exchangeable promissory notes
(2,235)
(2,465)
Finance costs - lease liabilities
(281)
(205)
Foreign exchange (loss) gain
(250)
1,970
Income before income taxes
6,053
13,249
Income tax recovery (expense):
Current
(74)
(1,453)
Deferred
1,269
(212)
Income tax recovery (expense)
1,195
(1,665)
Net income
7,248
11,584
Other comprehensive income
Foreign currency translation differences on foreign operations
(79)
1,455
Total comprehensive income
$ 7,169
$ 13,039
Net income per share - basic (restated)
$ 0.21
$ 0.34
Net income per share - diluted (restated)
$ 0.19
$ 0.30
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Three months ended March 31, 2025 and 2024
Canadian dollars in '000s
(unaudited)
Share
capital
Treasury
Shares
Exchangeable
promissory
("EP") Notes
Contributed
surplus
Accumulated
other
comprehensive
income
Deficit
Total
shareholders'
equity
Balance, December 31, 2023
$ 197,380
$ (709)
$ 1,242
$ 17,002
$ 13,088
$ (48,535)
$ 179,468
Comprehensive income
—
—
—
—
1,455
11,584
13,039
Repurchased pursuant to normal course issuer bid
(2,019)
—
—
—
—
(58)
(2,077)
Issued pursuant to stock option exercises
358
—
—
(135)
—
—
223
Share-based compensation
—
—
—
1,153
—
—
1,153
Balance, March 31, 2024
$ 195,719
$ (709)
$ 1,242
$ 18,020
$ 14,543
$ (37,009)
$ 191,806
Share
capital
Treasury
shares
EP Notes
Contributed
surplus
Accumulated
other
comprehensive
income
Surplus
Total
shareholders'
equity
Balance, December 31, 2024
$ 195,516
$ (469)
$ 1,242
$ 17,408
$ 19,151
$ 8,732
$ 241,580
Comprehensive (loss) income
—
—
—
—
(79)
7,248
7,169
Repurchased pursuant to
normal course issuer bid
(4,219)
—
—
—
—
(303)
(4,522)
Accrued purchases under the
normal course issuer bid
(2,030)
—
—
—
—
214
(1,816)
Issued pursuant to stock options exercised
331
—
—
(130)
—
—
201
Share-based compensation
—
—
—
672
—
—
672
Balance, March 31, 2025
$ 189,598
$ (469)
$ 1,242
$ 17,950
$ 19,072
$ 15,891
$ 243,284
Three months ended March 31, 2025 and 2024
Canadian dollars in '000s
(unaudited)
Three months ended March 31,
2025
2024
Cash provided by (used in):
Operating activities:
Net income
$ 7,248
$ 11,584
Non-cash adjustments:
Income tax (recovery) expense
(1,195)
1,665
Depreciation and amortization
10,174
13,982
Share-based compensation
672
1,153
Write-off of property, plant and equipment
179
1,635
Gain on disposal of property, plant and equipment
(157)
—
Write-down of inventory included in cost of sales
—
7
Finance costs - loans and borrowings and exchangeable promissory notes
2,235
2,465
Finance costs - lease liabilities
281
205
Income tax refund (payment)
55
(160)
Unrealized foreign exchange loss (gain)
284
(2,309)
19,776
30,227
Changes in non-cash operating working capital
(1,091)
(14,481)
Cash flow - operating activities
18,685
15,746
Investing activities:
Property, plant and equipment additions
(23,549)
(15,919)
Intangible asset additions
(188)
(4,967)
Proceeds on disposal of property, plant and equipment
208
—
Changes in non-cash investing working capital
12,720
2,758
Cash flow - investing activities
(10,809)
(18,128)
Financing activities:
Advances of loans and borrowings, net of upfront financing fees
(335)
10,000
Repayments on loans and borrowings
(28)
(6,709)
Payments on lease liabilities, net of finance costs
(1,037)
(899)
Interest paid
(2,199)
(2,373)
Common shares repurchased pursuant to normal course issuer bid
(6,338)
(2,077)
Proceeds on common share and warrant issuances, net of issuance costs
201
223
Changes in non-cash financing working capital
1,816
—
Cash flow - financing activities
(7,920)
(1,835)
Effect of exchange rate on changes in cash
201
451
Change in cash
157
(3,766)
Cash, beginning of period
12,792
10,731
Cash, end of period
$ 12,949
$ 6,965
ACT Energy Technologies Ltd., based in Calgary, Alberta, Canada, is incorporated under the Business Corporations Act (Alberta) and operates in the U.S. and Canada under Altitude Energy Partners, Discovery Downhole Services in the U.S., and Rime Downhole Technologies, LLC in the U.S.. ACT's common shares are publicly-traded on the Toronto Stock Exchange under the symbol "ACX".
ACT is a trusted partner to North American energy companies requiring high performance directional drilling services and related downhole technologies. We work in partnership with our customers to tailor our equipment and expertise to meet their specific geographical and technical needs. Our experience, technologies and responsive personnel enable our customers to achieve higher efficiencies and lower project costs. For more information, visit www.actenergy.com.
SOURCE ACT Energy Technologies LTD.
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VANCOUVER, BC, June 9, 2025 /CNW/ - Finlay Minerals Ltd. (TSXV: FYL) (OTCQB: FYMNF) ("Finlay" or the "Company") is pleased to announce that it has closed its non-brokered private placement (the " Private Placement"), previously announced on May 26, 2025 and June 4, 2025, consisting in the issuance of: (i) 11,206,088 common shares of the Company issued on a flow-through basis under the Income Tax Act (Canada) (each, a " FT Share") at a price of $0.11 per FT Share, and (ii) 4,400,000 non-flow-through units of the Company (each, a " NFT Unit") at a price of $0.10 per NFT Unit, for aggregate gross proceeds to the Company of $1,672,670. Each NFT Unit was comprised of one non-flow-through common share of the Company (each, a " NFT Share") and one non-flow-through common share purchase warrant (a " Warrant"). Each Warrant is exercisable by the holder thereof to acquire one NFT Share at an exercise price of $0.20 per NFT Share until June 9, 2027, subject to acceleration as described in the Company's press release dated June 4, 2025. The Company intends to use the gross proceeds of the Private Placement for exploration of the Company's SAY, JJB and Silver Hope properties, and for general working capital purposes, as more particularly described in the amended and restated offering document in respect of the Private Placement filed on under the Company's profile. The Company will use the gross proceeds from the issuance of FT Shares to incur "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures", as such terms are defined in the Income Tax Act (Canada). The Private Placement was conducted pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions and in reliance on the Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued to purchasers in the Private Placement are not subject to a hold period under applicable Canadian securities laws. The securities issued to certain insiders of the Company that participated in the Private Placement are subject to a hold period expiring on October 10, 2025 in accordance with the policies of the TSX Venture Exchange (the " TSXV"). The Private Placement is subject to the final approval of the TSXV. The Company paid aggregate cash finder's fees of $89,196 and granted 829,145 non-transferable finder warrants (each, a " Finder Warrant") to arm's length finders of the Company, as compensation for locating purchasers in the Private Placement. Each Finder Warrant entitles the holder thereof to purchase one non-flow-through common share of the Company at an exercise price of $0.20 per share until June 9, 2027. The Finder Warrants and the common shares issued on exercise thereof are subject to a hold period expiring on October 10, 2025 in accordance with applicable securities laws. Gordon Steblin, the Chief Financial Officer of the Company, participated in the Private Placement by subscribing for 200,000 FT Shares, which constitutes a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101"). There has not been a material change in the percentage of the outstanding securities of the Company that are owned by Mr. Steblin as a result of his participation in the Private Placement. The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the insider in the Private Placement in reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101. The Company obtained approval by the board of directors of the Company to the Private Placement. No materially contrary view or abstention was expressed or made by any director of the Company in relation thereto. The Company did not file a material change report less than 21 days before the expected closing date of the Private Placement as the insider participation was not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder. About Finlay Minerals Ltd. Finlay is a TSXV company focused on exploration for base and precious metal deposits through the advancement of its ATTY, PIL, JJB, SAY and Silver Hope Properties; these properties host copper-gold porphyry and gold-silver epithermal targets within different porphyry districts of northern and central BC. Each property is located in areas of recent development and porphyry discoveries with the advantage of hosting the potential for new discoveries. Finlay trades under the symbol "FYL" on the TSXV and under the symbol "FYMNF" on the OTCQB. For further information and details, please visit the Company's website at On behalf of the Board of Directors, Robert F. Brown, Executive Chairman of the Board & Director Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Information: This news release includes certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements in this news release include statements regarding, among others, the final approval for the Private Placement from the TSXV and the planned use of proceeds for the Private Placement. Although Finlay believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include the ability to obtain regulatory approval for the Private Placement, the state of equity markets in Canada and other jurisdictions, market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These forward-looking statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Finlay and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Finlay's proposed transactions and programs on reasonable terms, and the ability of third-party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements, and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Finlay does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law. SOURCE Finlay Minerals Ltd.