Westaim to Invest AUS$154 Million to Finance AUS$3.9 Billion Insignia Acquisition
Cameron MacDonald, President and Chief Executive Officer of Westaim, stated: 'Over the past year, we have embarked on a thoughtful transformation of Westaim designed to accelerate our growth, including investing in established, profitable businesses that align closely with our long-term financial objectives. This is a compelling opportunity to partner with CC Capital as we continue to execute on this mission. We are thrilled to support Insignia and are confident this investment will enable us to further drive strong, sustainable returns for our shareholders.'
Transaction Details
The Company has entered into a subscription agreement with Daintree Group Partners, LP (the ' Partnership ') and Daintree Group Partners GP, LLC, as the sole general partner of the Partnership (the ' General Partner '), pursuant to which Westaim will acquire limited partnership interests of the Partnership (the ' Securities ') in exchange for the Capital Commitment, subject to reduction. The General Partner is controlled by CC Capital, a control person and insider of Westaim and thus the General Partner is a 'related party', or non-arm's length party, to the Company.
In connection with the acquisition of the Securities, the Company has also entered into an Amended and Restated Exempted Limited Partnership Agreement of the Partnership by and among the General Partner and the limited partners of the Partnership. The Partnership owns or will acquire an indirect interest in all or a portion of the shares of Bidco, and Bidco will acquire all of the ordinary share capital of Insignia by way of a scheme of arrangement and pursuant to a Scheme Implementation Deed (the ' Insignia Transaction ').
The Insignia Transaction is subject to customary regulatory and closing conditions (the ' Insignia Closing Conditions '), including approvals from the Foreign Investment Review Board (FIRB), the Australian Prudential Regulation Authority (APRA), the Court and Insignia shareholders. Insignia shareholders are expected to vote on the scheme of arrangement in the first half of 2026 with the transaction to close shortly thereafter.
The Capital Commitment will be paid in cash to the Partnership, subject to the satisfaction of certain closing conditions, including receipt by Westaim of the approval of the Capital Commitment from the TSX Venture Exchange (the ' TSXV ') and the Insignia Closing Conditions.
No finder's fees are to be paid in connection with the Capital Commitment.
The Capital Commitment constitutes a 'related party transaction' as defined in Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (' MI 61-101 '). The Capital Commitment is exempt from the: (i) formal valuation requirements of MI 61-101 as the Company's shares are not listed or quoted on a specified market; and (ii) minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration to be paid for the Securities by Westaim, will exceed 25% of Westaim's market capitalization.
About Westaim
Westaim is an integrated insurance and alternative asset management company with two primary operating businesses: Ceres Life and Arena.
Ceres Life is a cloud-native, highly scalable, de novo annuity insurance company. Inspired by the belief that technology can reinvent the way insurance providers meet the needs of investors, Ceres Life is building a nimble, highly efficient, and risk-conscious insurance company that provides simple-to-understand and easily accessible annuity products to create better outcomes for policyholders. Ceres Life is led by Deanna Mulligan, former CEO and Chair of Guardian Life Insurance. For more information, see www.ceresinsurance.com.
Founded in 2015, Arena is a global institutional asset manager with deep expertise in credit and asset-oriented investments, including the full spectrum of corporate, real estate and structured finance opportunities. With a team of over 180 employees in offices around the world, Arena provides creative solutions for those seeking competitive capital and flexibility to engage in custom transactions. For more information, see www.arenaco.com.
Westaim's common shares are listed on the TSXV under the trading symbol 'WED'.
For more information, visit our website at www.westaim.com or contact:
Cameron MacDonald, President and Chief Executive Officer or
Matthew Skurbe, Chief Financial Officer and Chief Risk Officer
The Westaim Corporation
info@westaim.com
(416) 969-3333
Cautionary Note and Forward-Looking Statements
This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (" forward-looking statements"), including with respect to the closing of the Insignia Transaction, the Capital Commitment and the acquisition by the Company of the Securities, as well as the benefits of the Insignia Transaction and the Company's strategy. 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", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "project" and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions "may" or "will" occur. These statements are only predictions.
Forward-looking statements are based on the opinions and estimates of management of Westaim at the date the statements are made based on information then available to Westaim. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements including past practice of the Company. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of Westaim, which may cause Westaim's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements.
No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Additional information regarding risks and uncertainties relating to the Company's business are contained under the heading " Risk Factors" in its annual information form for its fiscal year ended December 31, 2023 and in Westaim's management information circular dated November 19, 2024 filed on the Company's profile on SEDAR+ at www.sedarplus.ca.
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Civeo Reports Second Quarter 2025 Results
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Article content 'In the second quarter we delivered revenues and Adjusted EBITDA consistent with our expectations while accelerating the return of capital to shareholders,' said Bradley J. Dodson, Civeo's President and Chief Executive Officer. 'We continued to drive margin expansion in our integrated services business and positioned our Australian segment for continued success supported by multiple key contract awards and the accretive acquisition of four new owned-villages in the Bowen Basin. Our Canadian business continues to face similar macroeconomic headwinds as previously discussed. In addition, we experienced typical seasonality effects which contributed to a cash consumption in the quarter driven by working capital. We continue to right-size our Canadian business while simultaneously pursuing opportunities to diversify our business away from the oil sands region.' Article content Mr. Dodson added, 'We continued to deliver on our capital allocation framework, making significant progress in the second quarter toward our goal of repurchasing 20% of Civeo's common shares outstanding. We repurchased 883,000 common shares, or approximately 7% of Civeo's common shares outstanding as of March 31, 2025. We intend to continue opportunistically executing on our share repurchase authorization to complete the program.' Article content Second Quarter 2025 Results Article content In the second quarter of 2025, Civeo generated revenues of $162.7 million and reported a net loss of $3.3 million, or $0.25 per diluted share. During the second quarter of 2025, Civeo generated negative operating cash flow of $2.3 million and positive Adjusted EBITDA of $25.0 million. Article content By comparison, in the second quarter of 2024, Civeo generated revenues of $188.7 million and reported net income of $8.2 million, or $0.56 per diluted share. 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Article content Business Segment Results Article content (Unless otherwise noted, the following discussion compares the quarterly results for the second quarter of 2025 to the results for the second quarter of 2024.) Article content Australia Article content During the second quarter of 2025, the Australian segment generated revenues of $112.7 million, operating income of $14.6 million and Adjusted EBITDA of $23.7 million, up from revenues of $108.6 million, operating income of $13.9 million and Adjusted EBITDA of $21.6 million in the second quarter of 2024. Results for the second quarter of 2025 include the impact of a weakened Australian dollar relative to the U.S. dollar, which negatively impacted revenues and Adjusted EBITDA by $3.2 million and $0.7 million, respectively. Article content Revenue from the Australian segment increased 4% period-over-period and Adjusted EBITDA was up 10%. The year-over-year increase was primarily driven by the recently completed acquisition of four owned-villages, which contributed $4.9 million in revenues in the last two months of the second quarter of 2025 as well as margin improvement in the integrated services business. Article content On May 7, 2025, Civeo announced that it had completed the acquisition of four villages and associated take-or-pay contracts in the Australian Bowen Basin, strengthening Civeo's presence and deepening relationships with metallurgical coal producers in the Basin. Approximately two months of results are included in Civeo's second quarter 2025 results. Article content Canada Article content During the second quarter of 2025, the Canadian segment generated revenues of $50.0 million, an operating loss of $1.9 million and Adjusted EBITDA of $7.5 million, compared to revenues of $79.5 million, operating income of $6.9 million and Adjusted EBITDA of $17.3 million in the second quarter of 2024. Article content Lodge occupancy in the Canadian oil sands region remains challenged as customers continue to reduce capital and operational spending. In the second quarter of 2025, the Canadian segment revenues declined 37% period-over-period driven by decreased billed rooms at the Canadian lodges as a result of ongoing customer spending reductions, including lower turnaround activity. Article content During the second quarter of 2025, the Canadian segment incurred implementation costs of approximately $0.5 million related to the cold-closure of two lodges, which are excluded from Adjusted EBITDA. In light of the macroeconomic factors influencing the global oil market, the Company is continuing to evaluate additional cost saving actions to right size its North American cost structure. Article content Financial Condition Article content As of June 30, 2025, Civeo had total liquidity of approximately $72.8 million. Civeo's total debt at June 30, 2025 was $168.7 million, a $81.3 million increase from March 31, 2025. Civeo's net debt at June 30, 2025 was $154.0 million, a $95.0 million increase since March 31, 2025 attributable to the recent acquisition and share repurchases, bringing Civeo's reported net leverage ratio to 2.0x as of June 30, 2025. Article content In the second quarter of 2025, Civeo repurchased approximately 883,000 shares for approximately $19.1 million at an average price of $21.64 per share. As previously disclosed, the Board authorized an increase to the Company's share repurchase program and Civeo intends to use no less than 100% of its annual free cash flow to complete the program as market conditions allow. Article content During the second quarter of 2025, Civeo invested $4.5 million in capital expenditures compared to $5.3 million invested during the second quarter of 2024. Capital expenditures in both periods were primarily related to maintenance spending on the Company's lodges and villages. Article content Full Year 2025 Guidance Article content For the full year of 2025, Civeo is maintaining its revenue and Adjusted EBITDA guidance ranges of $640 million to $670 million and $86 million to $96 million, respectively. Article content The Company is maintaining its full year 2025 capital expenditure guidance range of $20 million to $25 million. Article content Conference Call Article content Civeo will host a conference call to discuss its second quarter 2025 financial results today at 8:30 a.m. Eastern time. This call is being webcast and can be accessed at Civeo's website at Participants may also join the conference call by dialing (877) 423-9813 in the United States or (201) 689-8573 internationally and asking for the Civeo call or using the conference ID 13755145#. A replay will be available after the call by dialing (844) 512-2921 in the United States or (412) 317-6671 internationally and using the conference ID 13755145#. Article content About Civeo Article content Civeo Corporation is a leading provider of hospitality services with prominent market positions in the Australian natural resource regions and the Canadian oil sands. Civeo offers comprehensive solutions for lodging hundreds or thousands of workers with its long-term and temporary accommodations and provides food services, housekeeping, facility management, laundry, water and wastewater treatment, power generation, communications systems, security and logistics services. Civeo currently owns and operates a total of 28 lodges and villages in Australia and North America with an aggregate of approximately 27,500 rooms. In addition, Civeo operates and provides hospitality services at 24 customer-owned locations with approximately 19,500 rooms. Civeo is publicly traded under the symbol CVEO on the New York Stock Exchange. For more information, please visit Civeo's website at Forward Looking Statements This news release contains forward-looking statements within the meaning of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements herein, including the statements regarding Civeo's future plans and outlook, strategic priorities, guidance, current trends, expectations with respect to Adjusted EBITDA, capital expenditures, future revenues, share repurchases, free cash flow generation, cost reductions, integration of the Australian asset acquisition and liquidity needs, are based on then current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the accommodations industry, risks associated with the level of supply and demand for oil, coal, iron ore and other minerals, including the level of activity, spending and developments in the Canadian oil sands, the level of demand for coal and other natural resources from, and investments and opportunities in, Australia, and fluctuations or sharp declines in the current and future prices of coal, iron ore, oil, natural gas and other minerals, risks associated with failure by our customers to reach positive final investment decisions on, or otherwise not complete, projects with respect to which we have been awarded contracts, which may cause those customers to terminate or postpone contracts, risks associated with currency exchange rates, risks associated with inflation and volatility in the banking sector, risks associated with the company's ability to integrate any future acquisitions, risks associated with labor shortages, risks associated with the development of new projects, including whether such projects will continue in the future, risks associated with the trading price of the company's common shares, availability and cost of capital, risks associated with general global economic conditions, geopolitical events, inflation, global weather conditions, natural disasters, including wildfires, global health concerns, and security threats and changes to government and environmental regulations, including climate change, and other factors discussed in the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' and 'Risk Factors' sections of Civeo's most recent annual report on Form 10-K and other reports the company may file from time to time with the U.S. Securities and Exchange Commission. Each forward-looking statement contained herein speaks only as of the date of this release. Except as required by law, Civeo expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Article content EBITDA, Adjusted EBITDA, free cash flow, net debt, bank-adjusted EBITDA and net leverage ratio are non-GAAP financial measures. See 'Non-GAAP Reconciliation' below for definitions and additional information concerning non-GAAP financial measures, including a reconciliation of the non-GAAP financial information presented in this press release to the most directly comparable financial information presented in accordance with GAAP. Non-GAAP financial information supplements and should be read together with, and is not an alternative or substitute for, the Company's financial results reported in accordance with GAAP. Because non-GAAP financial information is not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures. Article content Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues $ 162,694 $ 188,713 $ 306,738 $ 354,833 Costs and expenses: Cost of sales and services 121,531 140,834 236,146 271,279 Selling, general and administrative expenses 20,470 17,433 38,655 36,073 Depreciation and amortization expense 17,827 17,059 34,080 33,829 Impairment expense — — — 7,823 (Gain) loss on sale of McClelland Lake Lodge assets, net — 87 — (5,988 ) Other operating expense 66 188 573 486 159,894 175,601 309,454 343,502 Operating income (loss) 2,800 13,112 (2,716 ) 11,331 Interest expense (2,699 ) (2,203 ) (4,318 ) (4,563 ) Interest income 75 54 101 97 Other income 119 310 466 763 Income (loss) before income taxes 295 11,273 (6,467 ) 7,628 Income tax expense (3,606 ) (3,786 ) (6,694 ) (5,337 ) Net income (loss) (3,311 ) 7,487 (13,161 ) 2,291 Less: Net income (loss) attributable to noncontrolling interest 3 (740 ) (5 ) (803 ) Net income (loss) attributable to Civeo Corporation $ (3,314 ) $ 8,227 $ (13,156 ) $ 3,094 Net income (loss) per share attributable to Civeo Corporation common shareholders: Diluted $ (0.25 ) $ 0.56 $ (0.98 ) $ 0.21 Weighted average number of common shares outstanding: Basic 13,177 14,518 13,387 14,586 Article content June 30, 2025 December 31, 2024 (UNAUDITED) Current assets: Cash and cash equivalents $ 14,638 $ 5,204 Accounts receivable, net 104,491 89,038 Inventories 5,822 7,537 Prepaid expenses and other current assets 14,258 8,674 Total current assets 139,209 110,453 Property, plant and equipment, net 265,138 204,897 Goodwill, net 7,411 7,001 Other intangible assets, net 73,441 66,502 Operating lease right-of-use assets 14,575 9,401 Other noncurrent assets 9,065 6,818 Total assets $ 508,839 $ 405,072 Current liabilities: Accounts payable $ 44,702 $ 39,971 Accrued liabilities 39,403 34,933 Income taxes payable 82 10,853 Deferred revenue 2,838 2,501 Other current liabilities 5,213 4,388 Total current liabilities 92,238 92,646 Long-term debt 168,672 43,299 Deferred income taxes 5,813 3,558 Operating lease liabilities 11,066 6,655 Other noncurrent liabilities 21,612 21,916 Total liabilities 299,401 168,074 Shareholders' equity: Common shares — — Additional paid-in capital 1,633,022 1,631,823 Accumulated deficit (1,020,236 ) (980,720 ) Treasury stock (10,775 ) (10,130 ) Accumulated other comprehensive loss (392,573 ) (404,600 ) Total Civeo Corporation shareholders' equity 209,438 236,373 Noncontrolling interest — 625 Total shareholders' equity 209,438 236,998 Total liabilities and shareholders' equity $ 508,839 $ 405,072 Article content Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net income (loss) $ (13,161 ) $ 2,291 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 34,080 33,829 Impairment charges — 7,823 Deferred income tax benefit (1,868 ) (4,344 ) Non-cash compensation charge 1,199 1,158 Gains on disposals of assets (261 ) (6,104 ) Provision (benefit) for credit losses, net of recoveries (9 ) 34 Other, net 581 1,257 Changes in operating assets and liabilities: Accounts receivable (10,313 ) 15,229 Inventories 2,049 (1,525 ) Accounts payable and accrued liabilities (1,718 ) (17,166 ) Taxes payable (13,089 ) 5,836 Other current and noncurrent assets and liabilities, net (8,248 ) 25 Net cash flows provided by (used in) operating activities (10,758 ) 38,343 Cash flows from investing activities: Capital expenditures (9,769 ) (10,929 ) Acquisitions and related payments (64,948 ) — Proceeds from dispositions of property, plant and equipment 273 10,617 Other, net — 183 Net cash flows used in investing activities (74,444 ) (129 ) Cash flows from financing activities: Revolving credit borrowings (repayments), net 119,223 (15,825 ) Debt issuance costs (423 ) — Dividends paid (3,437 ) (7,368 ) Repurchases of common shares (22,474 ) (9,852 ) Taxes paid on vested shares (645 ) (1,067 ) Net cash flows provided by (used in) financing activities 92,244 (34,112 ) Effect of exchange rate changes on cash 2,392 10 Net change in cash and cash equivalents 9,434 4,112 Cash and cash equivalents, beginning of period 5,204 3,323 Cash and cash equivalents, end of period $ 14,638 $ 7,435 Article content CIVEO CORPORATION SEGMENT DATA (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues Australia $ 112,672 $ 108,608 $ 216,318 $ 200,345 Canada 50,022 79,527 90,420 146,687 Other — 578 — 7,801 Total revenues $ 162,694 $ 188,713 $ 306,738 $ 354,833 EBITDA (1) Australia $ 23,612 $ 21,551 $ 44,052 $ 36,073 Canada 6,963 17,154 5,708 28,773 Corporate, other and eliminations (9,832 ) (7,484 ) (17,925 ) (18,120 ) Total EBITDA $ 20,743 $ 31,221 $ 31,835 $ 46,726 Adjusted EBITDA (1) Australia $ 23,663 $ 21,605 $ 44,148 $ 41,943 Canada 7,452 17,337 7,224 23,020 Corporate, other and eliminations (6,107 ) (7,025 ) (13,709 ) (15,244 ) Total adjusted EBITDA $ 25,008 $ 31,917 $ 37,663 $ 49,719 Operating income (loss) Australia $ 14,573 $ 13,856 $ 27,212 $ 21,144 Canada (1,915 ) 6,854 (11,944 ) 8,559 Corporate, other and eliminations (9,858 ) (7,598 ) (17,984 ) (18,372 ) Total operating income (loss) $ 2,800 $ 13,112 $ (2,716 ) $ 11,331 (1) Please see Non-GAAP Reconciliation Schedule. Article content Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Supplemental Operating Data – Australian Segment Revenues Accommodation revenue (1) $ 52,682 $ 48,914 $ 99,505 $ 96,021 Food and other services revenue (3) 59,990 59,694 116,813 104,324 Total Australian revenues $ 112,672 $ 108,608 $ 216,318 $ 200,345 Costs Accommodation cost $ 25,890 $ 23,613 $ 48,961 $ 46,207 Food and other services cost 53,163 54,527 103,814 95,431 Indirect other cost 3,424 2,897 6,422 5,512 Total Australian cost of sales and services $ 82,477 $ 81,037 $ 159,197 $ 147,150 Average daily rates (4) $ 76 $ 78 $ 76 $ 77 Billed rooms (5) 690,506 625,353 1,316,142 1,239,289 Australian dollar to U.S. dollar $ 0.641 $ 0.659 $ 0.634 $ 0.658 Supplemental Operating Data – Canadian Segment Revenues Accommodation revenue (1) $ 42,590 $ 72,259 $ 76,026 $ 132,046 Mobile facility rental revenue (2) 434 356 653 1,350 Food and other services revenue (3) 6,998 6,912 13,741 13,291 Total Canadian revenues $ 50,022 $ 79,527 $ 90,420 $ 146,687 Costs Accommodation cost $ 30,618 $ 48,197 $ 59,483 $ 93,917 Mobile facility rental cost 135 1,401 135 4,052 Food and other services cost 6,237 6,314 12,710 12,454 Indirect other cost 2,047 2,937 4,354 5,683 Total Canadian cost of sales and services $ 39,037 $ 58,849 $ 76,682 $ 116,106 Average daily rates (4) $ 94 $ 96 $ 94 $ 97 Billed rooms (5) 449,970 752,364 808,667 1,362,396 Canadian dollar to U.S. dollar $ 0.723 $ 0.731 $ 0.710 $ 0.736 Article content (1) Includes revenues related to lodge and village rooms and hospitality services for owned rooms for the periods presented. (2) Includes revenues related to mobile assets for the periods presented. (3) Includes revenues related to food services, laundry and water and wastewater treatment services, and facilities management for the periods presented. (4) Average daily rate is based on billed rooms and accommodation revenue. Article content CIVEO CORPORATION SUPPLEMENTAL OPERATIONS BY SERVICE TYPE BY REGION DATA (U.S. dollars in thousands) (unaudited) The following table sets forth certain supplemental data for our Australia and Canada segment revenues attributable to the asset-light ('Catering and Facility Management') portion of the Company's business and the asset-intensive ('Accommodations and Infrastructure') portion of the Company's business. We provide Catering and Facility Management services to both customer-owned assets and Company-owned villages and lodges. When we provide Catering and Facility Management services to customer-owned assets, it is reflected in 'Food and other services' in our Supplemental Quarterly Segment and Operating Data. However, when we provide those same services to customers at our owned villages and lodges, it is reflected in 'Accommodation and other services', which also includes the Accommodations and Infrastructure component of our owned villages and lodges. This is because we bill our customers in one combined rate for both Accommodations and Infrastructure services and Catering and Facility Management services at Company-owned villages and lodges. The purpose of the disclosure below is to disaggregate the embedded Catering and Facility Management revenues from the 'Accommodation and other services' revenues associated with our owned villages and lodges that is included in our Supplemental Quarterly Segment and Operating Data. To do so, we apply a margin that is equal to Civeo's margin in similar services we provide to customer-owned assets to the cost of sales that are associated with Catering and Facility Management services within 'Accommodation and other services' for our owned villages and lodges. This table provides investors a supplemental view of the services provided by the Company which could assist with their valuation analysis. Three months ended June 30, 2025 Three months ended June 30, 2024 Asset Light: Catering and Facility management $ 82,633 $ 29,952 $ — $ 112,585 $ 80,697 $ 44,732 $ — $ 125,429 Asset Intensive: Accommodations and Infrastructure 30,039 20,070 — 50,109 27,911 34,795 578 63,284 Total revenues $ 112,672 $ 50,022 $ — $ 162,694 $ 108,608 $ 79,527 $ 578 $ 188,713 Six months ended June 30, 2025 Six months ended June 30, 2024 Australia Canada Other Total Australia Canada Other Total Revenues Asset Light: Catering and Facility management $ 159,292 $ 55,601 $ — $ 214,893 $ 145,026 $ 83,438 $ 549 $ 229,013 Asset Intensive: Accommodations and Infrastructure 57,026 34,819 — 91,845 55,319 63,249 7,252 125,820 Total revenues $ 216,318 $ 90,420 $ — $ 306,738 $ 200,345 $ 146,687 $ 7,801 $ 354,833 Article content (1) The term EBITDA is a non-GAAP financial measure that is defined as net income (loss) attributable to Civeo Corporation plus interest, taxes, depreciation and amortization. The term Adjusted EBITDA is a non-GAAP financial measure that is defined as EBITDA adjusted to exclude certain other unusual or non-operating items. EBITDA and Adjusted EBITDA are not measures of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for net income or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. Additionally, EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Civeo has included EBITDA and Adjusted EBITDA as supplemental disclosures because its management believes that EBITDA and Adjusted EBITDA provide useful information regarding its ability to service debt and to fund capital expenditures and provide investors a helpful measure for comparing Civeo's operating performance with the performance of other companies that have different financing and capital structures or tax rates. Civeo uses EBITDA and Adjusted EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The following table sets forth a reconciliation of EBITDA and Adjusted EBITDA to net income (loss) attributable to Civeo Corporation, which is the most directly comparable measure of financial performance calculated under generally accepted accounting principles (in thousands) (unaudited): Article content 2025 2024 2025 2024 2025 Net income (loss) attributable to Civeo Corporation $ (3,314 ) $ 8,227 $ (13,156 ) $ 3,094 $ (33,317 ) Income tax expense 3,606 3,786 6,694 5,337 13,849 Depreciation and amortization 17,827 17,059 34,080 33,829 68,289 Interest income (75 ) (54 ) (101 ) (97 ) (191 ) Interest expense 2,699 2,203 4,318 4,563 7,728 EBITDA $ 20,743 $ 31,221 $ 31,835 $ 46,726 $ 56,358 Adjustments to EBITDA Impairment of long-lived assets (a) — — — 7,823 3,758 Net (gain) loss on disposition of McClelland Lake Lodge assets (b) — 87 — (5,988 ) 244 Cost saving initiatives (c) 474 — 1,438 — 1,438 Share-based compensation (d) 601 609 1,200 1,158 2,893 Shareholder activist costs 3,190 — 3,190 — 3,190 Adjusted EBITDA $ 25,008 $ 31,917 $ 37,663 $ 49,719 $ 67,881 Article content (a) Relates to asset impairments in the first and fourth quarters of 2024. In the fourth quarter of 2024, we recorded a pre-tax loss related to the impairment of long-lived assets in our Canadian segment of $3.2 million and a pre-tax loss related to the impairment of long-lived assets in the U.S. of $0.5 million. In the first quarter of 2024, we recorded a pre-tax loss related to the impairment of long-lived assets in our Australian segment of $5.7 million and a pre-tax loss related to the impairment of long-lived assets in the U.S. of $2.1 million. (b) Relates to proceeds received and expenses incurred associated with the dismantlement and sale of the McClelland Lake Lodge. In the fourth, third and second quarters of 2024, we recorded expenses associated with the sale of our McClelland Lake Lodge of $0.1 million, $0.2 million and $0.1 million, respectively, which are included in (Gain) loss on sale of McClelland Lake Lodge assets, net on the unaudited statements of operations. In the first quarter of 2024, we recorded gains associated with the sale of the McClelland Lake Lodge of $6.1 million, which are included in (Gain) loss on sale of McClelland Lake Lodge assets, net on the unaudited statements of operations. (c) Represents implementation costs (primarily severance costs and real estate expense rationalization) incurred as part of cost savings initiatives. (d) Represents share-based compensation expense associated with performance share awards, restricted share awards, restricted share units and deferred share awards. (2) The term net leverage ratio is a non-GAAP financial measure that is defined as net debt divided by bank-adjusted EBITDA. Net debt, bank-adjusted EBITDA and net leverage ratio are not financial measures under GAAP and should not be considered in isolation from or as a substitute for total debt, net income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, net debt, bank-adjusted EBITDA and net leverage ratio may not be comparable to other similarly titled measures of other companies. Civeo has included net debt, bank-adjusted EBITDA and net leverage ratio as a supplemental disclosure because its management believes that this data provides useful information regarding the level of the Company's indebtedness and its ability to service debt. Additionally, per Civeo's credit agreement, the Company is required to maintain a net leverage ratio below 3.0x every quarter to remain in compliance with the credit agreement. The following table sets forth a reconciliation of net debt, bank-adjusted EBITDA and net leverage ratio to the most directly comparable measures of financial performance calculated under GAAP (in thousands) (unaudited): Article content (1) The following table sets forth a reconciliation of estimated EBITDA and Adjusted EBITDA to estimated net loss, which is the most directly comparable measure of financial performance calculated under generally accepted accounting principles (in millions) (unaudited): Article content Year Ending December 31, 2025 (estimated) Net loss $ (19.2 ) $ (11.2 ) Income tax expense 15.0 17.0 Depreciation and amortization 72.0 72.0 Interest expense 10.5 10.5 EBITDA $ 78.3 $ 88.3 Adjustments to EBITDA Shareholder activist costs 3.8 3.8 Cost saving initiatives 1.4 1.4 Share-based compensation 2.5 2.5 Adjusted EBITDA $ 86.0 $ 96.0 Article content Article content Article content Article content Article content Contacts Article content Article content Article content
Globe and Mail
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Gramercy Funds selling at Frontera Energy (FEC)
Gramercy Funds Management LLC, a 10% Holder, disposed of $19,320,516 worth of the company's shares at a price of $12.000 through a private transaction on July 11th, 2025. Let the insiders guide you to opportunity at
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TERMINATION OF CALL OPTION AGREEMENT FOR RENARD PROJECT Français
MONTREAL, July 29, 2025 /CNW/ - Further to its announcement on 17 June 2025, Winsome Resources (ASX: WR1) (Winsome or the Company) advises that it has formally terminated the call option agreement (the Agreement) entered into with Stornoway Diamonds (Canada) Inc. (Stornoway) and 11272430 Canada Inc. in respect of the Renard Project. The Agreement provided Winsome with the right, but not the obligation, to acquire the Renard Project and associated infrastructure. As previously disclosed, the Company has been reassessing its strategic priorities in light of evolving lithium market conditions and broader macroeconomic considerations. Following a comprehensive evaluation, Winsome has determined not to proceed with the potential acquisition and has exercised its contractual right to terminate the Agreement in its current form. The Company remains focused on the advancement of its flagship Adina Lithium Project and continues to monitor sector conditions and assess opportunities aligning with its long-term strategy and capital allocation priorities. Given the Renard Project remains the most viable option in terms of operations, costs, and logistics, Winsome intends to continue to actively engage with Stornoway, the Quebec and Canadian governments, First Nations and other key stakeholders to explore opportunities to work together regarding the synergies between the Adina and Renard Projects. Winsome believes as long as the Renard site is not sold or rehabilitated, the Renard opportunity remains available to the Company and may be revisited in the future. Winsome will keep shareholders updated with respect to the Renard Project. To learn more about Winsome Resources, follow the link to the ASX release of July 29 th, 2025, This press release has been authorized for issue by the Managing Director of Winsome Resources Ltd, Chris Evans. ABOUT WINSOME RESOURCES Winsome Resources (ASX:WR1) is a lithium focused exploration and development company with several projects in the Eeyou Istchee James Bay region of Quebec, Canada. Our flagship project is Adina - a 100%-owned lithium resource considered a tier-one asset in a low-risk mining jurisdiction and one of the most capital efficient projects in North America with competitive operating costs. The hard rock spodumene lithium deposit is near surface with a +20-year project life and a NI 43-101 compliant Mineral Resource Estimate comprising a tonnage of 60.5 million tonnes at a grade of 1.14% Li 2 O in the Indicated category and 15.9 million tonnes at a grade of 1.17% Li 2 O in the Inferred category. In addition to its impressive portfolio of lithium projects in Quebec, Winsome Resources owns 100% of the offtake rights for lithium, caesium and tantalum from Power Metals Corp (TSXV: PWM) Case Lake Project in Eastern Ontario, as well as an equity stake in PWM (together with a right to be issued a further 17,650,000 common shares in PWM on completion of the sale of the Decelles and Mazerac projects). Winsome is led by a highly qualified team with strong experience in lithium exploration and development as well as leading ASX listed companies. CAUTION REGARDING FORWARD-LOOKING INFORMATION This document contains forward-looking statements concerning Winsome. Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those described in the forward-looking statements as a result of a variety of risks, uncertainties and other factors. Forward-looking statements are inherently subject to business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company's actual results to differ materially from those expressed or implied in any forward-looking information provided by the Company, or on behalf of, the Company. Such factors include, among other things, risks relating to additional funding requirements, metal prices, exploration, development and operating risks, competition, production risks, regulatory, including environmental regulation and liability and potential title disputes. Forward-looking statements in this document are based on the Company's beliefs, opinions and estimates of Winsome as of the dates the forward-looking statements are made, and no obligation is assumed to update forward-looking statements if these beliefs, opinions and estimates should change or to reflect other future developments.
