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PIZZA PIZZA ROYALTY CORP. ANNOUNCES FIRST QUARTER 2025 RESULTS

Cision Canada07-05-2025

TORONTO, May 7, 2025 /CNW/ - Pizza Pizza Royalty Corp. (the "Company") (TSX: PZA), which indirectly owns the Pizza Pizza and Pizza 73 Rights and Marks, released financial results today for the three months ("Quarter") ended March 31, 2025.
First Quarter highlights:
Same store sales (2) increased 1.2%
Royalty Pool sales increased 1.6%
Adjusted earnings per share (5) was unchanged
Royalty Pool of restaurants for 2025 increased by 20 net restaurants on January 1, 2025
"We are pleased to report a solid start to the year with positive same store sales growth at both Pizza Pizza and Pizza 73, driven by increases in guest traffic and check," said Paul Goddard, President and CEO of Pizza Pizza Limited. "As consumers and companies alike continue to navigate uncertain economic conditions, our customers can be certain that our brands will continue to offer new and exciting menu options at the value we are known for, supported by our creative brand messages."
SALES
Royalty Pool System Sales for the Quarter increased 1.6% to $151.3 million from $148.9 million in the same quarter last year. By brand, sales from the 694 Pizza Pizza restaurants in the Royalty Pool increased 1.2% to $129.8 million for the Quarter compared to $128.3 million in the same quarter last year. Sales from the 100 Pizza 73 restaurants increased 4.3% to $21.5 million for the Quarter compared to $20.6 million in the same quarter last year.
For the Quarter, the change in Royalty Pool System Sales is primarily driven by the effects of new restaurants added to the Royalty Pool on January 1, 2025 and the same store sales. Additionally, while the number of restaurants in the Pizza 73 Royalty Pool remains less than in 2019 when there were 104 restaurants, the negative impact on Royalty Pool System Sales due to prior year restaurant closures has been mitigated by the Make-Whole Carryover Amount.
SAME STORE SALES GROWTH ("SSSG")
SSSG, the key driver of yield growth for shareholders of the Company, increased 1.2% (2024 – increased 1.7%) for the Quarter.
SSSG is driven by the change in the customer check and customer traffic, both of which are affected by changes in pricing and sales mix. During the Quarter, at both brands, restaurant traffic and the average customer check increased.
MONTHLY DIVIDENDS AND WORKING CAPITAL RESERVE
The Company's dividends remained unchanged in the Quarter, as the Company declared shareholder dividends of $5.7 million, or $0.2325 per share, for the Quarter and the prior year comparable quarter. The payout ratio is 117% for the Quarter and was 122% in the prior year, comparable quarter.
The Company's policy is to distribute all available cash in order to maximize returns to shareholders over time, after allowing for reasonable reserves. Despite seasonal variations inherent to the restaurant industry, the Company's policy is to make equal dividend payments to shareholders on a monthly basis in order to smooth out income to shareholders.
The Company's working capital reserve, $5.2 million at March 31, 2025, which is a decrease of $0.9 million in the Quarter. System sales for the quarter ended March 31 have generally been the softest and historically results in a payout ratio over 100%. The reserve is available to stabilize dividends and fund other expenditures in the event of short- to medium-term variability in System Sales and, thus, the Company's royalty income. The Company has historically targeted a payout ratio at or near 100% on an annualized basis.
EARNINGS PER SHARE ("EPS")
Fully-diluted basic EPS decreased 0.9% to $0.233 for the Quarter compared to the prior year comparable quarter.
As compared to basic EPS, the Company considers adjusted EPS (5) to be a more meaningful indicator of the Company's operating performance and, therefore, presents fully diluted, adjusted EPS. Adjusted EPS for the Quarter was consistent at $0.230 when compared to the prior year comparable quarter.
RESTAURANT DEVELOPMENT
As previously announced, the number of restaurants in the Company's Royalty Pool increased by 20 net locations to 797 on the January 1, 2025 Adjustment Date, and consists of 697 Pizza Pizza restaurants and 100 Pizza 73 restaurants. The number of restaurants in the Royalty Pool will remain unchanged through 2025.
During the Quarter, Pizza Pizza Limited ("PPL") opened two traditional and two non-traditional Pizza Pizza restaurants, and closed one traditional and four non-traditional Pizza Pizza restaurants. PPL also opened one traditional Pizza 73 restaurant during the Quarter. The traditional Pizza Pizza closure will be rebranded to a Pizza 73 restaurant in the second quarter.
PPL management expects to grow its traditional restaurant network by 2-3% and continue its renovation program through 2025.
Readers should note that the number of restaurants added to the Royalty Pool each year may differ from the number of restaurant openings and closings reported by PPL on an annual basis as the Years for which they are reported differ slightly.
CREDIT FACILITY
On March 20, 2025, the Company's existing credit facility was extended for three years with new maturity date of April 24, 2028. Mandatory repayment remains interest-only until the loan matures. The facility will bear interest at Canadian Overnight Repo Rate Average ("CORRA") rate plus a credit spread of 1.00% to 1.50%, depending on the level of certain financial ratios.
Subsequent to the Quarter, on April 3, 2025, the Partnership entered into a three-year forward swap arrangement, commencing April 24, 2025; the credit facility will have a new effective interest rate of 3.51%, comprised of a fixed rate of 2.51% plus a credit spread currently set at 1.00%.
SELECTED FINANCIAL HIGHLIGHTS
The following tables set out selected financial information and other data of the and should be read in conjunction with the March 31, 2025 unaudited interim condensed consolidated financial statements of the Company. Readers should note that the 2025 results are not directly comparable to the 2024 results due to there being 794 restaurants in the 2025 Royalty Pool compared to 774 restaurants in the 2024 Royalty Pool.
(in thousands of dollars, except number of
restaurants, days in the year, per share amounts,
and noted otherwise)
Twelve months
ended
March 31, 2025
Twelve months
ended
March 31, 2024
Restaurants in Royalty Pool (1)
794
774
Same store sales growth (2)
1.2 %
1.7 %
Days in the Period
90
91
System Sales reported by Pizza Pizza restaurants in the Royalty Pool (6)
$ 129,820
$ 128,284
System Sales reported by Pizza 73 restaurants in the Royalty Pool (6)
21,503
20,611
Total System Sales
$ 151,323
$ 148,895
Royalty – 6% on Pizza Pizza System Sales
$ 7,789
$ 7,697
Royalty – 9% on Pizza 73 System Sales
1,936
1,855
Royalty – International operations
4
-
Royalty income
$ 9,729
$ 9,552
Interest paid on borrowings (3) (5)
(317)
(319)
Administrative expenses
(152)
(126)
Interest income
68
120
Adjusted earnings available for distribution to the Company and Pizza Pizza Limited (5)
$ 9,328
$ 9,227
Distribution on Class B and Class D Exchangeable Shares (4)
(2,760)
(2,872)
Current income tax expense
(1,656)
(1,646)
Adjusted earnings available for shareholder dividends (5)
$ 4,912
$ 4,709
Add back:
Distribution on Class B and Class D Exchangeable Shares (4)
2,760
2,872
Adjusted earnings from operations (5)
$ 7,672
$ 7,581
Adjusted earnings per share (5)
$ 0.230
$ 0.230
Basic earnings per share
$ 0.233
$ 0.235
Dividends declared by the Company
$ 5,724
$ 5,724
Dividend per share
$ 0.2325
$ 0.2325
Payout ratio (5)
117 %
122 %
March 31,
2025
December 31,
2024
Working capital (5)(7)
$ 5,195
$ (40,908)
Total assets
$ 379,138
$ 373,745
Total liabilities
$ 75,468
$ 75,527
(1)
The number of restaurants for which the Pizza Pizza Royalty Limited Partnership (the "Partnership") earns a royalty ("Royalty Pool"), as defined in the amended and restated Pizza Pizza license and royalty agreement (the "Pizza Pizza License and Royalty Agreement") and the amended and restated Pizza 73 license and royalty agreement (the "Pizza 73 License and Royalty Agreement") (together, the "License and Royalty Agreements"). For the 2025 fiscal year, the Royalty Pool includes 697 Pizza Pizza restaurants and 100 Pizza 73 restaurants. The number of restaurants added to the Royalty Pool each year may differ from the number of restaurant openings and closings reported by Pizza Pizza Limited ("PPL") on an annual basis as the Years for which they are reported differ slightly.
(2)
Same store sales growth ("SSSG") is a supplementary financial measure under NI 52-112 and therefore may not be comparable to similar measures presented by other issuers. SSSG means the change in Year's gross revenue of a particular Pizza Pizza or Pizza 73 restaurant as compared to sales in the previous comparative Year, where the restaurant has been open at least 13 months. Additionally, for a Pizza 73 restaurant whose restaurant territory was adjusted due to an additional restaurant, the sales used to derive the Step-Out Payment (calculated as the difference between the average monthly Pizza 73 Royalty payment attributable to that Adjusted Restaurant in the 12 months immediately preceding the month in which the territory reduction occurs, less the Pizza 73 Royalty payment attributable to the restaurant in the current month) may be added to sales to arrive at SSSG. SSSG does not have any standardized meaning under International Financial Reporting Standards ("IFRS"). See "Exhibit One: Reconciliation of Non-IFRS Measures".
(3)
The Company, indirectly through the Partnership, incurs interest expense on the $47 million outstanding bank loan. Interest expense also includes amortization of loan fees.
(4)
Represents the distribution to PPL from the Partnership on Class B and Class D Units of the Partnership held by PPL directly and indirectly through a wholly-owned subsidiary. The Class B and D Units are exchangeable into common shares of the Company ("Shares") based on the value of the Class B Exchange Multiplier and the Class D Exchange Multiplier at the time of exchange as defined in the License and Royalty Agreements, respectively, and represent 26.2% of the fully diluted Shares at March 31, 2025 (December 31, 2024 – 25.2%). During the quarter ended March 31, 2025, as a result of the final calculation of the Exchangeable Class B and Class D Share entitlements related to the January 1, 2024 Adjustment to the Royalty Pool, PPL was paid a distribution on additional Exchangeable Shares as if such Shares were outstanding as of January 1, 2024. Included in the three months ended March 31, 2025, is the payment of $34 in distributions to PPL pursuant to the true-up calculation (March 31, 2024 - PPL received $288).
(5)
"Adjusted earnings available for distribution to the Company and Pizza Pizza Limited", "Adjusted earnings from operations", "Adjusted earnings available for shareholder dividends", "Adjusted earnings per Share", "Interest paid on borrowings", "Payout Ratio", and "Working Capital" are non-GAAP financial measures under NI 52-112. They do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. See "Exhibit One: Reconciliation of Non-IFRS Measures".
(6)
System Sales (as defined in the License and Royalty Agreements) reported by Pizza Pizza and Pizza 73 restaurants include the gross sales of Pizza Pizza company-owned, jointly-controlled and franchised restaurants, and the monthly Make-Whole Payment, excluding sales and goods and service tax or similar amounts levied by any governmental or administrative authority. System Sales do not represent the consolidated operating results of the Company but are used to calculate the royalties payable to the Partnership as presented above.
(7)
Working capital for 2024 includes the reclassification of the $47 million credit facility to current liabilities. Excluding the reclassification, working capital would be $6.1 million, see "Exhibit One: Reconciliation of Non-IFRS Measures - Working Capital".
A copy of the Company's interim consolidated financial statements and related Management's Discussion and Analysis ("MD&A") will be available at www.sedarplus.ca and www.pizzapizza.ca after the market closes on May 7, 2025.
As previously announced, the Company will host a conference call to discuss the results. The details of the conference call are as follows:
A recording of the call will also be available on the Company's website at www.pizzapizza.ca.
FORWARD-LOOKING STATEMENTS
Certain statements in this report, including information regarding the Company's dividend policy, its ability to meet covenants and other financial obligations, and their ability to achieve their business objectives, constitute "forward-looking" statements, which involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this report, such statements include such words as "may", "will", "expect", "believe", "plan", and other similar terminology in conjunction with a discussion of future events or operating or financial performance. These statements reflect management's current expectations regarding future events and operating and financial performance and speak only as of the date of this MD&A. The Company does not assume any obligation to update any such forward looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. These forward-looking statements involve a number of risks and uncertainties. The following are some factors that could cause actual results to differ materially from those expressed in or underlying such forward-looking statements: changes in national and local business and economic conditions including those resulting from the COVID-19 pandemic (such as customers' ability and willingness to visit restaurants and their perception of health and food safety issues, discretionary spending patterns and supply chain limitations, and the related financial impact on PPL and its franchisees and restaurant operators), impacts of legislation and governmental regulation, accounting policies and practices, competition, changes in demographic trends and changing consumer preferences, and the results of operations and financial condition of PPL. The foregoing list of factors is not exhaustive and should be read in conjunction with the other information included in the foregoing MD&A, the PPL financial statements for the 13-week period ended March 30, 2025 and the related MD&A and the Company's Annual Information Form.
www.pizzapizza.ca and www.pizza73.com or www.sedarplus.ca.
Exhibit One: Reconciliation of Non-IFRS Measures
The Company's earnings, as presented under IFRS includes non-cash items, such as deferred tax, that do not affect the Company's business operations or its ability to pay dividends to shareholders. The Company believes its earnings are not the only, or most meaningful, measurement of the Company's ability to pay dividends or measure the rate at which the Company is paying out its earnings. Therefore, the Company reports the following non-IFRS measures:
Adjusted earnings available for distribution to the Company and PPL;
Adjusted earnings from operations;
Adjusted earnings available for shareholder dividends;
Adjusted earnings per share ("EPS");
Payout Ratio; and
Working Capital.
The Company believes that the above noted measures provide investors with more meaningful information regarding the amount of cash that the Company has generated to pay dividends, and, together with Interest Paid on Borrowings and SSSG, help illustrate the Company's operating performance and highlight trends in the Company's business. These measures are also frequently used by analysts, investors, and other interested parties in the evaluation of issuers in the Company's sector, particularly those with a royalty-based model. The adjustments to net earnings as recorded under IFRS relate to non-cash items included in earnings and cash payments accounted for on the statement of financial position. Investors are cautioned, however, that this should not be construed as an alternative to net earnings as a measure of profitability. The method of calculating the Company's NI 52-112 non-IFRS financial measures: Adjusted earnings available for distribution to the Company and Pizza Pizza Limited, Adjusted earnings from operations, Adjusted earnings available for shareholder dividends, Adjusted EPS, Payout Ratio, Working Capital, Interest Paid on Borrowings and SSSG for the purposes of this MD&A may differ from that used by other issuers and, accordingly, these measures may not be comparable to similar measures used by other issuers.
The table below reconciles the following to "Earnings for the Year before income taxes" which is the most directly comparable measure calculated in accordance with IFRS:
Adjusted earnings available for distribution to the Company and Pizza Pizza Limited;
Adjusted earnings from operations; and
Adjusted earnings available for shareholder dividends.
(in thousands of dollars, except number of shares)
Q1 2024
Q4 2023
Q3 2023
Q2 2023
Earnings for the period before income taxes
9,227
10,084
10,080
9,742
Adjusted earnings available for distribution to
the Company and Pizza Pizza Limited
9,227
10,084
10,080
9,742
Current income tax expense
(1,646)
(1,834)
(1,833)
(1,766)
Adjusted earnings from operations
7,581
8,250
8,247
7,976
Less: Distribution on Class B and Class D Exchangeable Shares
(2,872)
(2,370)
(2,316)
(2,255)
Adjusted earnings available for shareholder dividends
4,709
5,880
5,931
5,721
Weighted average Shares – diluted
32,908,631
32,337,580
32,337,580
32,337,580
The Basic EPS and the Adjusted EPS calculations are based on fully diluted weighted average shares, and both include PPL's Class B and Class D Exchangeable Shares since they are exchangeable into and economically equivalent to the Shares. See "Adjusted EPS".
Adjusted EPS is calculated by dividing Adjusted earnings from operations, as explained above, by the fully diluted weighted average shares.
Payout Ratio is a non-IFRS financial measure that does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company presents the Payout Ratio to illustrate the earnings being returned to shareholders. The Company's Payout Ratio is calculated by dividing the dividends declared to shareholders by the adjusted earnings from operations, after paying the distribution on Class B and Class D Exchangeable Shares, in that same period.
Working Capital is defined as total current assets less total current liabilities. The Company views working capital as a measure for assessing overall liquidity and its ability to stabilize dividends and fund unusual expenditures in the event of short- to medium-term variability in Royalty Pool System Sales. During 2024, the borrowings of $47.0 million were reclassified to current liabilities as the facility was scheduled to come due in April 2025. On March 20, 2025, the Company renewed its facility for a three-year term and maturity is now April 2028. Excluding the impact of the borrowings in 2024, the working capital reserve would have been $6.1 million as at December 31, 2024. The use of the working capital during the Quarter relates to the payout ratio of 117%.
SSSG is a key indicator used by the Company to measure performance against internal targets and prior Year results. SSSG is commonly used by financial analysts and investors to compare PPL to other QSR brands. SSSG is defined as the change in period gross revenue of Pizza Pizza and Pizza 73 restaurants as compared to sales in the previous comparative period, where the restaurant has been open at least 13 months. Additionally, for a Pizza 73 restaurant whose restaurant territory was adjusted due to an additional restaurant, the sales used to derive the Step-Out Payment may be added to sales to arrive at SSSG. It is a key performance indicator for the Company as this measure excludes sales fluctuations due to store closings, permanent relocations and chain expansion.
The following table calculates SSSG by reconciling Royalty Pool System Sales, based on calendar periods, to PPL's 13-week sales reporting period used in calculating same store sales.
SOURCE Pizza Pizza Royalty Corp.

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Elliott Calls for Further Action to Enhance Corporate Value and Strengthen Corporate Governance Ahead of Sumitomo Realty's 2025 Annual General Meeting
Elliott Calls for Further Action to Enhance Corporate Value and Strengthen Corporate Governance Ahead of Sumitomo Realty's 2025 Annual General Meeting

Cision Canada

time6 hours ago

  • Cision Canada

Elliott Calls for Further Action to Enhance Corporate Value and Strengthen Corporate Governance Ahead of Sumitomo Realty's 2025 Annual General Meeting

In the letter, Elliott encouraged fellow shareholders to actively engage with Sumitomo Realty's management ahead of the upcoming 2025 Annual General Meeting of Shareholders ("AGM") and to hold the Company accountable for not addressing its long-standing valuation discount and weak corporate governance. The letter outlines four key areas of concern – poor shareholder returns, excessive cross shareholdings, declining capital efficiency and subpar governance – and urges the Company to implement tangible reforms. These include increasing its shareholder payout, reducing cross shareholdings, issuing a credible return target and enhancing governance. Elliott also emphasized that without meaningful progress from Sumitomo Realty, it intends to vote against the reappointment of senior management at the upcoming AGM. The full text of the letter can be read at and is included below: Dear Fellow Sumitomo Realty Shareholders, Elliott Investment Management, L.P. and Elliott Advisors (UK) Limited ("Elliott," or "we") advise funds that together have a more than 3% ownership stake in Sumitomo Realty & Development Co., Ltd. ("Sumitomo Realty", or the "Company"), which makes us one of the Company's largest shareholders. For months, we have engaged in private discussions with Sumitomo Realty management to express our conviction in the value-creation opportunity at the Company and to outline tangible actions to realize this potential. With the 2025 Annual General Meeting of Shareholders ("AGM") approaching, we are now making our views public because these issues are critical to the Company's future success, and we want our fellow shareholders to be able to assess the same views we have presented to the Company ahead of the 2025 AGM. We believe the 2025 AGM marks a critical juncture for evaluating management's performance over the past two years. We are encouraging investors to actively engage with Sumitomo Realty management ahead of the 2025 AGM and to use their voting rights to express their satisfaction or dissatisfaction with the Company's current strategy. We highlight recent opinions from ISS and Glass Lewis, who both recommended a vote against the reappointment of Sumitomo Realty's Chairman, due to the Company's high levels of cross shareholdings and lack of board independence. Sumitomo Realty is one of Japan's leading real estate developers, with a dominant position in Tokyo office real estate, an attractive business mix and a high-quality portfolio of assets. Our substantial investment reflects our conviction, based on months of thorough diligence, in Sumitomo Realty's strengths. However, despite these advantages, Sumitomo Realty trades at just half of the post-tax market value of its real estate ("PNAV"), 1 making it the most undervalued real estate developer in Japan. Sumitomo Realty also trades at a depressed multiple of earnings, despite its stable, high-quality core office leasing business. Sumitomo Realty's persistent stock underperformance and valuation discount are not coincidental. The Company is an outlier in several areas: it holds a large portfolio of cross shareholdings, it has a unique policy of not selling property assets or managing REIT assets, and its board and governance structure rank near the bottom of all TOPIX 100 companies on several metrics 2. In our view, these self-imposed problems and others we highlight below are responsible for the Company's significant undervaluation. We see a clear opportunity for Sumitomo Realty to close its discount to fair value by taking steps to resolve these issues. The upside potential is significant: Applying a peer-average PNAV multiple – a conservative approach given Sumitomo Realty's superior asset quality – would imply a share price of just under ¥8,000, over 40% higher than the current level. See Chart 1 – PNAV and Price Target Bridge. The Case for Change The market's negative sentiment toward Sumitomo Realty reflects deep shareholder concerns with the Company's performance. In 2024, Elliott commissioned a third-party shareholder perception study to better understand investor views on the Japanese real estate developer sector, including Sumitomo Realty and its large-cap peers. This study surveyed large and mostly long-term institutional investors, both in Japan and abroad, on topics including the Company's strategy, its shareholder-return policy and its cross-shareholding policy. The study's findings – as well as sell-side analyst ratings, expert commentary and AGM voting results – show consistently poor investor sentiment toward Sumitomo Realty and highlight meaningful opportunities for improvement. See Chart 2 – Shareholder Survey. Evidence of shareholder dissatisfaction is also clearly visible in the AGM approval rate for Sumitomo Realty's Board. Approval rates have steadily declined since 2017, with the Chairman's approval rating falling from 95% to a record-low 77% by 2023 – the lowest among peers. See Chart 3 – AGM Approval Rating. Publicly available proxy voting data shows that many of Sumitomo Realty's largest investors have already voted against management at previous AGMs. Their concerns center on Sumitomo Realty's excessive cross shareholdings and its antiquated board structure. With proxy voting guidelines from asset managers growing more stringent since the Board last stood for election in 2023, and with independent proxy advisory firms recently making recommendations to vote against the reappointment of Sumitomo Realty's Chairman at the 2025 AGM, it appears that continued inaction could lead to Sumitomo Realty's Board facing even broader disapproval from major asset managers this year. Diagnosing the Key Issues Four core issues underlie Sumitomo Realty's deep undervaluation and poor investor sentiment: Weak shareholder returns: Sumitomo Realty's dividend payout was just 17% of net income in the last fiscal year – half the peer group average. Larger peers have moved more aggressively on shareholder returns, with one key peer expecting its shareholder payout to exceed 80% of net income this fiscal year. Even with Sumitomo Realty's recently outlined plans to increase its shareholder payout, the pace of increase is too slow: we estimate it could take almost a decade to achieve the Company's target dividend payout ratio of 35%. Excessive cross shareholdings: At 26% of net assets as of March 31, 2025, Sumitomo Realty's cross shareholdings far exceed those of its peers as well as the maximum levels set by independent proxy advisory firms and key Japanese asset managers. The Company's high level of cross shareholdings was a major cause of shareholder disapproval at the 2023 AGM and will likely be a decisive issue again in 2025. Declining capital efficiency: Sumitomo Realty is the only company in its peer group that does not have a Return on Equity ("ROE") target, nor any clear strategy for maintaining or improving its ROE, such as by selling mature assets into a REIT structure. As a result, the Company's ROE has declined for six consecutive years and is forecast to continue falling. See Chart 4 – ROE. Poor corporate governance and board structure: Sumitomo Realty ranks near the bottom of the TOPIX 100 on corporate-governance metrics. A global company with the size and stature of Sumitomo Realty should aspire to market-leading governance standards. While the Company has recently outlined plans to gradually improve its governance, progress on these reforms can and should be accelerated. See Chart 5 – Corporate Governance Comparison. Setting the Right Course These issues are largely self-imposed and can be addressed quickly and decisively by management. Specifically, we believe that the Company should take the following steps: Shareholder return: Immediately increase its shareholder payout ratio to 50% or more, a level that is in-line with its peers, via a higher dividend payout and larger and more regular share repurchases; Cross shareholding: Decrease its cross-shareholdings portfolio, which we believe is worth more than ¥500 billion on a post-tax basis, to below 10% of net assets (based on current market value) by the end of its current medium-term management plan ("MTMP") period; ROE target: Set a ROE target of at least 10% and outline clear plans to achieve this target, such as by shifting capital from mature projects to growth projects. For instance, the Company could unlock ¥500 billion of capital by transferring rental apartment assets into a REIT structure; and Governance: Strengthen governance by adding independent directors and establishing a nomination and remuneration committee. The time to implement a more ambitious policy to unwind cross shareholdings is now. Several large holders of Sumitomo Realty shares – including Taisei Corp, Obayashi, Shimizu and Kajima, which collectively own more than ¥160 billion worth – have announced plans to aggressively sell their cross shareholdings. Sumitomo Realty reciprocally owns more than ¥60 billion worth of shares in these four construction companies. This dynamic presents a compelling opportunity for Sumitomo Realty: It can unlock significant capital by selling shares in these four firms and use the proceeds to repurchase a portion of the Sumitomo Realty shares they currently hold. Such a transaction would reduce cross shareholdings and deploy capital back into the Company's own shares at extremely attractive levels. While cross shareholdings have historically been seen as promoting business relationships across Japanese companies, they are now viewed as a poor use of capital and an enabler of corporate leadership entrenchment. Sumitomo Realty and its key cross shareholders are meant to adhere to the Corporate Governance Code, which requires Japanese companies to scrutinize the purpose and benefits of cross shareholdings, particularly those held for business relationships, which are increasingly viewed as inappropriate. We believe the Company should act decisively and expeditiously to unwind its cross-shareholdings portfolio. See Chart 6 – Key Corporate Cross Shareholding. The steps we have outlined would not only raise management's standing at the 2025 AGM, but also improve Sumitomo Realty's valuation. In the Japanese real estate developer sector, there is a clear relationship between valuation (PNAV), capital efficiency (ROE) and shareholder returns. We are confident that taking the steps above – particularly on improving shareholder payout and capital efficiency – will unlock significant value for Sumitomo Realty shareholders and increase management's credibility with shareholders ahead of the 2025 AGM. See Chart 7 – ROE and Shareholder Returns Explain Valuation. Companies that have proactively embraced Japan's ongoing corporate reforms – by unwinding cross shareholdings, improving capital efficiency, increasing shareholder returns and strengthening governance – have been rewarded with higher valuations and greater shareholder support. Examples from the general construction, non-life insurance, and real estate developer sectors show how such reforms can successfully unlock value and transform investor perception at previously underperforming companies. Conclusion We appreciate that in recent months, Sumitomo Realty management has taken several initial steps in the right direction – some of which are aligned with our recommendations. However, progress has been insufficient and too slow. The market reacted negatively to the uninspiring MTMP released in late March, which failed to address core issues. Many of our suggestions remain ignored. The 2025 AGM is a critical opportunity for shareholders to express their satisfaction or dissatisfaction with Sumitomo Realty's current strategy. Management's approval rating is the clearest and most effective way for shareholders to catalyse change. Despite the modest shareholder-friendly actions taken to date, there remains deep skepticism, including from Elliott, about management's genuine commitment to ambitiously and decisively address the Company's key issues. As such, absent further value- and governance-enhancing measures from Sumitomo Realty, Elliott plans to vote against the reappointment of senior management at the 2025 AGM. We urge all shareholders to carefully consider their voting decisions and engage with Sumitomo Realty management in the lead up to the AGM. Your vote can shape the Company's future. We are hopeful management will be attentive to shareholder viewpoints and will take decisive steps to raise Sumitomo Realty's corporate value and enhance its governance. Sincerely, Aaron Tai Portfolio Manager Elliott Investment Management, L.P. About Elliott Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately $72.7 billion in assets as of December 31, 2024. Founded in 1977, it is one of the oldest funds under continuous management. The Elliott funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Investment Management L.P. Media Contacts: London Alice Best Elliott Advisors (UK) Limited T: +44 203 009 1715 [email protected] Tokyo Brett Wallbutton Ashton Consulting T: +81 (0) 3 5425-7220 [email protected] DISCLAIMER THIS DOCUMENT HAS BEEN ISSUED BY ELLIOTT ADVISORS (UK) LIMITED ("EAUK"), WHICH IS AUTHORISED AND REGULATED BY THE UNITED KINGDOM'S FINANCIAL CONDUCT AUTHORITY ("FCA") AND ELLIOTT INVESTMENT MANAGEMENT L.P. ("EIMLP"). NOTHING WITHIN THIS DOCUMENT PROMOTES, OR IS INTENDED TO PROMOTE, AND MAY NOT BE CONSTRUED AS PROMOTING, ANY FUNDS ADVISED DIRECTLY OR INDIRECTLY BY EAUK AND EIMLP (THE "ELLIOTT FUNDS"). THIS DOCUMENT IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF EAUK, EIMLP AND THEIR AFFILIATES (COLLECTIVELY, "ELLIOTT MANAGEMENT") AS OF THE DATE HEREOF. ELLIOTT MANAGEMENT RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF ITS OPINIONS EXPRESSED HEREIN AT ANY TIME AND FOR ANY REASON AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO CORRECT, UPDATE OR REVISE THE INFORMATION CONTAINED HEREIN OR TO OTHERWISE PROVIDE ANY ADDITIONAL MATERIALS. ALL OF THE INFORMATION CONTAINED HEREIN IS BASED ON PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO SUMITOMO REALTY & DEVELOPMENT CO., LTD. (THE "COMPANY"), INCLUDING PUBLIC FILINGS AND DISCLOSURES MADE BY THE COMPANY AND OTHER SOURCES, AS WELL AS ELLIOTT MANAGEMENT'S ANALYSIS OF SUCH PUBLICLY AVAILABLE INFORMATION. ELLIOTT MANAGEMENT HAS RELIED UPON AND ASSUMED, WITHOUT INDEPENDENT VERIFICATION, THE ACCURACY AND COMPLETENESS OF ALL DATA AND INFORMATION AVAILABLE FROM PUBLIC SOURCES, AND NO REPRESENTATION OR WARRANTY IS MADE THAT ANY SUCH DATA OR INFORMATION IS ACCURATE. ELLIOTT MANAGEMENT RECOGNISES THAT THERE MAY BE CONFIDENTIAL OR OTHERWISE NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY THAT COULD ALTER THE OPINIONS OF ELLIOTT MANAGEMENT WERE SUCH INFORMATION KNOWN. THIS DOCUMENT REFERS TO THE 92ND ORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY (THE "AGM"). NOTHING IN THIS DOCUMENT SEEKS ANY FORM OF AGREEMENT OR UNDERSTANDING FROM ANY RECIPIENT OF THIS DOCUMENT ABOUT VOTING IN RELATION TO ANY MATTER AT THE AGM OR THE EXERCISING OF SHAREHOLDERS' RIGHTS. YOU SHALL RETAIN AND EXERCISE DISCRETION TO VOTE IN ANY MANNER OR NOT TO VOTE AS DETERMINED BY YOU IN YOUR SOLE DISCRETION. THIS DOCUMENT IS NOT FOR OUR SOLICITATION OF YOUR PROXY IN CONNECTION WITH ANY MATTER AT THE AGM. NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS GIVEN AND NO RESPONSIBILITY OR LIABILITY OR DUTY OF CARE IS OR WILL BE ACCEPTED BY ELLIOTT MANAGEMENT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR ADVISORS (EACH AN "ELLIOTT PERSON") CONCERNING: (I) THIS DOCUMENT AND ITS CONTENTS, INCLUDING WHETHER THE INFORMATION AND OPINIONS CONTAINED HEREIN ARE ACCURATE, FAIR, COMPLETE OR CURRENT; (II) THE PROVISION OF ANY FURTHER INFORMATION, WHETHER BY WAY OF UPDATE TO THE INFORMATION AND OPINIONS CONTAINED IN THIS DOCUMENT OR OTHERWISE TO THE RECIPIENT AFTER THE DATE OF THIS DOCUMENT; OR (III) THAT ELLIOTT MANAGEMENT'S INVESTMENT PROCESSES OR INVESTMENT OBJECTIVES WILL OR ARE LIKELY TO BE ACHIEVED OR SUCCESSFUL OR THAT ELLIOTT MANAGEMENT'S INVESTMENTS WILL MAKE ANY PROFIT OR WILL NOT SUSTAIN LOSSES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE ELLIOTT PERSONS WILL BE RESPONSIBLE FOR ANY LOSSES, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, INCLUDING LOSS OF PROFITS, DAMAGES, COSTS, CLAIMS OR EXPENSES RELATING TO OR ARISING FROM THE RECIPIENT'S OR ANY PERSON'S RELIANCE ON THIS DOCUMENT. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE INFORMATION AND OPINIONS INCLUDED IN THIS DOCUMENT CONSTITUTE FORWARD-LOOKING STATEMENTS, INCLUDING ESTIMATES AND PROJECTIONS PREPARED WITH RESPECT TO, AMONG OTHER THINGS, THE COMPANY'S ANTICIPATED OPERATING PERFORMANCE, THE VALUE OF THE COMPANY'S SECURITIES, DEBT OR ANY RELATED FINANCIAL INSTRUMENTS THAT ARE BASED UPON OR RELATE TO THE VALUE OF SECURITIES OF THE COMPANY (COLLECTIVELY, "COMPANY SECURITIES"), GENERAL ECONOMIC AND MARKET CONDITIONS AND OTHER FUTURE EVENTS. YOU SHOULD BE AWARE THAT ALL FORWARD-LOOKING STATEMENTS, ESTIMATES AND PROJECTIONS ARE INHERENTLY UNCERTAIN AND SUBJECT TO SIGNIFICANT ECONOMIC, COMPETITIVE, AND OTHER UNCERTAINTIES AND CONTINGENCIES AND HAVE BEEN INCLUDED SOLELY FOR ILLUSTRATIVE PURPOSES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE INFORMATION CONTAINED HEREIN DUE TO REASONS THAT MAY OR MAY NOT BE FORESEEABLE. THERE CAN BE NO ASSURANCE THAT THE COMPANY SECURITIES WILL TRADE AT THE PRICES THAT MAY BE IMPLIED HEREIN, AND THERE CAN BE NO ASSURANCE THAT ANY ESTIMATE, PROJECTION OR ASSUMPTION HEREIN IS, OR WILL BE PROVEN, CORRECT. THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE (A) AN OFFER OR INVITATION TO BUY OR SELL, OR A SOLICITATION OF AN OFFER TO BUY OR SELL OR TO OTHERWISE ENGAGE IN ANY INVESTMENT BUSINESS OR PROVIDE OR RECEIVE ANY INVESTMENT SERVICES IN RESPECT OF, ANY SECURITY OR OTHER FINANCIAL INSTRUMENT AND NO LEGAL RELATIONS SHALL BE CREATED BY ITS ISSUE, (B) A "FINANCIAL PROMOTION" FOR THE PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE U.K. (AS AMENDED), (C) "INVESTMENT ADVICE" AS DEFINED BY THE FCA'S HANDBOOK OF RULES AND GUIDANCE ("FCA HANDBOOK"), (D) "INVESTMENT RESEARCH" AS DEFINED BY THE FCA HANDBOOK, (E) AN "INVESTMENT RECOMMENDATION" AS DEFINED BY REGULATION (EU) 596/2014 AND BY REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA 2018") INCLUDING AS AMENDED BY REGULATIONS ISSUED UNDER SECTION 8 OF EUWA 2018, (F) ANY ACTION CONSTITUTING "INVESTMENT ADVISORY BUSINESS" AS DEFINED IN ARTICLE 28, PARAGRAPH 3, ITEM 1 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (THE "FIEL"), (G) ANY ACTION CONSTITUTING "INVESTMENT MANAGEMENT BUSINESS" AS DEFINED IN ARTICLE 28, PARAGRAPH 4 OF THE FIEL, OR (H) FINANCIAL PROMOTION, INVESTMENT ADVICE OR AN INDUCEMENT OR ENCOURAGEMENT TO PARTICIPATE IN ANY PRODUCT, OFFERING OR INVESTMENT. NO INFORMATION CONTAINED HEREIN SHOULD BE CONSTRUED AS A RECOMMENDATION BY ELLIOTT MANAGEMENT. THIS DOCUMENT IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR AS SUGGESTING AN INVESTMENT STRATEGY. THIS DOCUMENT IS NOT (AND MAY NOT BE CONSTRUED TO BE) LEGAL, TAX, INVESTMENT, FINANCIAL OR OTHER ADVICE. EACH RECIPIENT SHOULD CONSULT THEIR OWN LEGAL COUNSEL AND TAX AND FINANCIAL ADVISERS AS TO LEGAL AND OTHER MATTERS CONCERNING THE INFORMATION CONTAINED HEREIN. THIS DOCUMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT MAY BE RELEVANT TO AN EVALUATION OF THE COMPANY, COMPANY SECURITIES OR THE MATTERS DESCRIBED HEREIN. NO AGREEMENT, COMMITMENT, UNDERSTANDING OR OTHER LEGAL RELATIONSHIP EXISTS OR MAY BE DEEMED TO EXIST BETWEEN OR AMONG ELLIOTT MANAGEMENT AND ANY OTHER PERSON BY VIRTUE OF FURNISHING THIS DOCUMENT. ELLIOTT MANAGEMENT IS NOT ACTING FOR OR ON BEHALF OF, AND IS NOT PROVIDING ANY ADVICE OR SERVICE TO, ANY RECIPIENT OF THIS DOCUMENT. ELLIOTT MANAGEMENT IS NOT RESPONSIBLE TO ANY PERSON FOR PROVIDING ADVICE IN RELATION TO THE SUBJECT MATTER OF THIS DOCUMENT. BEFORE DETERMINING ON ANY COURSE OF ACTION, ANY RECIPIENT SHOULD CONSIDER ANY ASSOCIATED RISKS AND CONSEQUENCES AND CONSULT WITH ITS OWN INDEPENDENT ADVISORS AS IT DEEMS NECESSARY. THE ELLIOTT FUNDS MAY HAVE A DIRECT OR INDIRECT INVESTMENT IN THE COMPANY. ELLIOTT MANAGEMENT THEREFORE HAS A FINANCIAL INTEREST IN THE PROFITABILITY OF THE ELLIOTT FUNDS' POSITIONS IN THE COMPANY. ACCORDINGLY, ELLIOTT MANAGEMENT MAY HAVE CONFLICTS OF INTEREST AND THIS DOCUMENT SHOULD NOT BE REGARDED AS IMPARTIAL. NOTHING IN THIS DOCUMENT SHOULD BE TAKEN AS ANY INDICATION OF ELLIOTT MANAGEMENT'S CURRENT OR FUTURE TRADING OR VOTING INTENTIONS WHICH MAY CHANGE AT ANY TIME. ELLIOTT MANAGEMENT RESERVES THE RIGHT TO CHANGE ITS VOTING INTENTION AT ANY TIME NOTWITHSTANDING ANY STATEMENTS IN THIS DOCUMENT. ELLIOTT MANAGEMENT INTENDS TO REVIEW ITS INVESTMENTS IN THE COMPANY ON A CONTINUING BASIS AND DEPENDING UPON VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION, THE COMPANY'S FINANCIAL POSITION AND STRATEGIC DIRECTION, THE OUTCOME OF ANY DISCUSSIONS WITH THE COMPANY, OVERALL MARKET CONDITIONS, OTHER INVESTMENT OPPORTUNITIES AVAILABLE TO ELLIOTT MANAGEMENT, AND THE AVAILABILITY OF COMPANY SECURITIES AT PRICES THAT WOULD MAKE THE PURCHASE OR SALE OF COMPANY SECURITIES DESIRABLE, ELLIOTT MANAGEMENT MAY FROM TIME TO TIME (IN THE OPEN MARKET OR IN PRIVATE TRANSACTIONS, INCLUDING SINCE THE INCEPTION OF ELLIOTT MANAGEMENT'S POSITION) BUY, SELL, COVER, HEDGE OR OTHERWISE CHANGE THE FORM OR SUBSTANCE OF ANY OF ITS INVESTMENTS (INCLUDING COMPANY SECURITIES) TO ANY DEGREE IN ANY MANNER PERMITTED BY LAW AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO NOTIFY OTHERS OF ANY SUCH CHANGES. ELLIOTT MANAGEMENT ALSO RESERVES THE RIGHT TO TAKE ANY ACTIONS WITH RESPECT TO ITS INVESTMENTS IN THE COMPANY AS IT MAY DEEM APPROPRIATE. ELLIOTT MANAGEMENT HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. ALL TRADEMARKS AND TRADE NAMES USED HEREIN ARE THE EXCLUSIVE PROPERTY OF THEIR RESPECTIVE OWNERS. 1 Defined by dividing share price by book value per share adjusted for the post-tax difference between market value of leasing properties and the book value of leasing properties as disclosed in Sumitomo Realty's yuho. 2 Sumitomo Realty ranks at the bottom of the TOPIX 100 on its ISS Governance Score, director independence ratio and its usage of independent board committees (e.g. nomination, remuneration and audit committees).

GreenPower Closes Third Tranche of Term Loan Offering
GreenPower Closes Third Tranche of Term Loan Offering

Cision Canada

time9 hours ago

  • Cision Canada

GreenPower Closes Third Tranche of Term Loan Offering

VANCOUVER, BC, June 8, 2025 /CNW/ -- GreenPower Motor Company Inc. (Nasdaq: GP) (TSXV: GPV) ("GreenPower" and the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector, announces the closing of the third tranche of its previously announced secured term loan offering for an aggregate principal amount of U.S. $300,000 (collectively the " Loans"). Please refer to the Company's news release dated May 13, 2025 for more details regarding the term loan offering. In connection with the Loans, the Company entered into respective loan agreements with companies controlled by the CEO and a Director of the Company (the " Lenders"). Management anticipates that the Company will allocate the net proceeds from the Loans towards production costs, supplier payments, payroll and working capital. The Loans are secured with a general security agreement on the assets of the Company subordinated to all senior debt with financial and other institutions and will bear interest of 12% per annum commencing on the date of closing (the " Closing Date") to and including the date all of the Company's indebtedness pursuant to the Loans is paid in full. The term of the Loans will be two years from the Closing Date. As an inducement for the Loan, the Company issued 340,909 non-transferable share purchase warrants (each, a " Loan Bonus Warrant") to one of the Lenders. Each Loan Bonus Warrant entitles the holder to purchase one common share of the Company (each, a " Share") at an exercise price of U.S. $0.44 per Share for a period of twenty-four (24) months from the closing date of the Loan. In addition, one Lender will be issued an aggregate of 68,181 Shares (each a " Loan Bonus Share"). The Lenders are each considered to be a "related party" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101") and each of the Loans and issuance of Loan Bonus Warrants and Loan Bonus Shares, as applicable, is considered to be a "related party transaction" within the meaning of MI 61-101 but each is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in section 5.5(a) and 5.7(a) as the fair market value, in each case, of the Loans, the Loan Bonus Warrants, and the Loan Bonus Shares, as applicable, is not more than 25% of the Company's market capitalization. All securities issued in connection with the Loans will be subject to a statutory hold period of four months plus a day from the closing of the Initial Loan in accordance with applicable securities legislation. For further information contact: Fraser Atkinson, CEO (604) 220-8048 Brendan Riley, President (510) 910-3377 Michael Sieffert, CFO (604) 563-4144 About GreenPower Motor Company Inc. GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, Canada with primary operational facilities in southern California. Listed on the Toronto exchange since November 2015, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020. For further information go to Forward-Looking Statements This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Loan. Although the Company believes that and the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that the proceeds of the Loan may not be used as stated in this news release, and those additional risks set out in the Company's public documents filed on SEDAR+ at and with the United States Securities and Exchange Commission filed on EDGAR at Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. ©2025 GreenPower Motor Company Inc. All rights reserved.

Northern Shield Grants Stock Options
Northern Shield Grants Stock Options

Cision Canada

time2 days ago

  • Cision Canada

Northern Shield Grants Stock Options

OTTAWA, ON, June 6, 2025 /CNW/ - Northern Shield Resources Inc. (" Northern Shield" or the " Company") (TSXV: NRN) announces that it has granted options to acquire a total of 2,220,000 common shares in the capital of the Company (" Common Shares") to its directors and officers and a further 210,000 to employees and consultants pursuant to its shareholder approved stock option plan (the " Stock Option Plan"). Each option entitles the holder to acquire one Common Share at an exercise price of $0.12 per Common Share until June 6, 2030. Following such grant, Northern Shield now has outstanding under its Stock Option Plan, options to acquire Common Shares equal to just under 8% of Northern Shield's currently outstanding Common Shares. About Northern Shield Resources Northern Shield Resources Inc. is a Canadian-based company known as a leader in generating high-quality exploration targets that views greenfield exploration as an opportunity to find a mineable deposit, near surface, and at relatively low cost. We implement a model driven exploration approach to reduce the risk associated with early-stage projects for ourselves, our shareholders, and the environment. This approach led us to option the Root & Cellar Property from a Newfoundland prospector, who discovered the mineralization, and then its advancement to a large gold-silver-tellurium system. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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