Chorus Aviation Inc. Announces First Quarter 2025 Financial Results
In the first quarter of 2025, Chorus reported Adjusted EBITDA from continuing operations of $56.9 million, an increase of $2.8 million compared to the first quarter of 2024 primarily due to:
2 These are non-GAAP financial measures or non-GAAP ratios that are not recognized measures for financial statement presentation under GAAP. As such, they do not have standardized meanings, may not be comparable to similar measures presented by other issuers and should not be considered a substitute for or superior to GAAP results. Refer to "Non-GAAP Financial Measures" for further information.
1 The results of discontinued operations (RAL segment) have been excluded from prior period figures to conform to current period presentation. All amounts presented and discussed in this press release are from continuing operations unless otherwise noted.
"These positive outcomes and our focus on returning capital to shareholders reflect the increased strength of our balance sheet, and a commitment to enhance value for our shareholders," said Mr. Copp.
"At the same time, we took steps to deliver on our commitment to return capital to shareholders through a substantial issuer bid (SIB) for $25.0 million in value of Chorus' shares," added Mr. Copp. "This initiative is in addition to $53.0 million in share buy-backs since we launched our normal course issuer bid (NCIB) program in 2022."
"Consistent with our plan, the first quarter results show significant improvements resulting from our sale of the regional aircraft leasing (RAL) business," said Colin Copp, President and Chief Executive Officer, Chorus. "The results also reflect strong growth at Voyageur, primarily driven by part sales, consistent earnings from Jazz's capacity purchase agreement (CPA) with Air Canada as well as our corporate cost reductions."
HALIFAX, NS, May 6, 2025 /CNW/ - Chorus Aviation Inc. ('Chorus') (TSX: CHR) today announced its first quarter 2025 financial results.
Parts sales, contract flying, MRO and other revenue of $39.1 million compared to $28.5 million for Q1 2024 primarily driven by Voyageur.
Leverage Ratio 2 of 1.6 compared to 1.4 at December 31, 2024. The increase was a result of additional cash held at December 31, 2024 due to a $58.9 million prepayment of revenue related to January 2025.
Adjusted Earnings available to Common Shareholders of $0.57 per Common Share, basic, 2 compared to $0.13 for Q1 2024.
Adjusted Earnings available to Common Shareholders 2 of $15.4 million compared to $3.7 million for Q1 2024 was due to the positive impacts of the sale of the RAL business and improved financial results primarily related to increased parts sales, contract flying, MRO and other revenue.
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an increase in Voyageur's parts sales, contract flying and MRO activity; and
a decrease in general administrative expenses primarily attributable to lower overhead costs; partially offset by
a decrease in capitalization of major maintenance overhauls on owned aircraft of $1.5 million; and
a decrease in aircraft leasing revenue under the CPA of $0.7 million primarily due to a change in lease rates on certain aircraft partially offset by a higher US dollar exchange rate.
Adjusted Net Income from continuing operations was $15.4 million for the quarter, an increase of $2.8 million compared to the first quarter of 2024 primarily due to:
a $2.8 million increase in Adjusted EBITDA as previously described; and
a decrease in net interest costs of $5.5 million primarily related to the repayment of the Series A Debentures at maturity, the partial repurchase of the Series B Debentures and Series C Debentures and the absence of any draw in the current quarter under the Operating Credit Facility; partially offset by
an increase of $3.5 million in income tax expense;
an increase in depreciation expense of $1.1 million primarily attributable to capital expenditures; and
a negative change in foreign exchange of $1.0 million.
Net income from continuing operations was $18.9 million, an increase of $13.5 million compared to the first quarter of 2024 primarily due to:
the previously noted increase in Adjusted Net Income of $2.8 million; and
a positive change in net unrealized foreign exchange of $10.7 million.
Adjusted Earnings available to Common Shareholders from continuing operations was $15.4 million for the quarter, an increase of $11.7 million compared to the first quarter of 2024 primarily due to:
the previously noted increase in Adjusted Net Income of $2.8 million; and
the elimination of Preferred Share dividends of $8.8 million due to the redemption of the Preferred Shares.
Consolidated Financial Analysis
This section provides detailed information and analysis about Chorus' performance from continuing operations for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
(unaudited)
(expressed in thousands of Canadian dollars)
Three months ended March 31,
2025
2024
Change
Change
$
$
$
%
(revised)(1)
Operating revenue
348,129
358,594
(10,465)
(2.9)
Operating expenses
318,419
330,632
(12,213)
(3.7)
Operating income
29,710
27,962
1,748
6.3
Net interest expense
(3,744)
(9,291)
5,547
(59.7)
Foreign exchange gain (loss)
152
(9,550)
9,702
(101.6)
Gain on property and equipment
1
—
1
100.0
Income before income tax
26,119
9,121
16,998
186.4
Income tax expense
(7,186)
(3,711)
(3,475)
93.6
Net income from continuing operations
18,933
5,410
13,523
250.0
Net income from discontinued operations, net of taxes
—
6,900
(6,900)
(100.0)
Net income
18,933
12,310
6,623
53.8
Net income attributable to non-controlling interest
—
3,491
(3,491)
(100.0)
Net income attributable to Shareholders
18,933
8,819
10,114
114.7
Adjusted EBITDA(2)
56,861
54,013
2,848
5.3
Adjusted EBT(2)
22,568
16,279
6,289
38.6
Adjusted Net Income(2)
15,382
12,568
2,814
22.4
(1)
The results of discontinued operations (RAL segment) have been excluded from prior period figures in accordance with IFRS 5 to conform to current period presentation. All amounts presented and discussed in this release are from continuing operations unless otherwise noted.
(2)
These are non-GAAP financial measures that are not recognized measures for financial statement presentation under GAAP. As such, they do not have standardized meanings, may not be comparable to similar measures presented by other issuers and should not be considered a substitute for or superior to GAAP results.
Outlook
(See cautionary statement regarding forward-looking information below.)
The discussion that follows includes forward-looking information. This outlook provides current expectations for the Jazz business in 2025 and 2026. This information may not be appropriate for other purposes.
The CPA provides a Fixed Margin to Jazz regardless of flying levels; therefore, any variations in flying are not expected to have any impact on Jazz's earnings. In addition, Jazz receives compensation for aircraft leased under the CPA that generates predictable Free Cash Flows. Jazz aircraft have amortizing debt that will be fully paid-off at the end of the original lease term under the CPA. At the end of each lease, Jazz will either extend the lease, sell or part-out each aircraft. Subsequent aircraft leases will continue to produce predictable Free Cash Flow at lower rates as the aircraft will be unencumbered.
Annual Forecast(1)
(unaudited)
(in thousands of Canadian dollars)
2025
$
2026(2)
$
Fixed Margin(3)
59,600
43,900
Aircraft leasing under the CPA
Revenue(4)
123,000
109,000
Payment on long-term debt and interest
81,000
72,000
Total Fixed Margin and Aircraft leasing under the CPA less payment on long-term debt and interest
101,600
80,900
Wholly-owned aircraft leased under the CPA (end of period)(4)
45
39
Wholly-owned aircraft leased under the CPA available for re-lease (end of period)(4)
3
9
(1)
The forecast uses a foreign exchange rate of 1.4000 for 2025 and 2026 to translate USD to CAD.
(2)
Includes lease rates for 12 Dash 8-400's for 2026 with contracted lease extensions to 2030.
(3)
The Fixed Margin will decrease to no less than $59.6 million in 2025 and no less than $43.9 million in 2026 with no further changes thereafter.
(4)
Leases on three Dash 8-400s expire at the end of 2025 and on six Dash 8-400s that expire in mid-2026. Chorus plans to sell these aircraft.
Portfolio of Aircraft Leasing under the CPA
Current fleet of 48 wholly-owned aircraft and five spare engines
Current net book value of $778.0 million
Future contracted lease revenue US $362.2 million 1
Current weighted average fleet age of 8.7 years 2
Current weighted average remaining lease term of 4.6 years 2
Long-term debt of $324.1 million (US $225.4 million)
100% of debt has a fixed rate of interest
Current weighted average cost of borrowing of 3.31%
1.
The estimates are based on agreed lease rates in the CPA.
2.
Fleet age and remaining lease term is calculated based on the weighted average of the aircraft net book value.
Covered Aircraft
The actual and forecasted Covered Aircraft under the CPA for the years 2025 to 2026 are as follows:
Actual
Change
Forecast
Change
Forecast
(unaudited)
March 31,
2025
2025
2025
2026
2026
Dash 8-400
Aircraft Leased under the CPA
34
(3)
31
(6)
25
Other Covered Aircraft
5
(5)
—
—
—
39
(8)
31
(6)
25
CRJ900
Aircraft Leased under the CPA
14
—
14
—
14
Other Covered Aircraft
21
—
21
(5)
16
35
—
35
(5)
30
CRJ200
Aircraft Leased under the CPA
—
—
—
—
—
Other Covered Aircraft(1)
15
—
15
(15)
—
15
—
15
(15)
—
E175
Aircraft Leased under the CPA
—
—
—
—
—
Other Covered Aircraft
25
—
25
—
25
25
—
25
—
25
Total
Aircraft Leased under the CPA(2)(3)
48
(3)
45
(6)
39
Other Covered Aircraft
66
(5)
61
(20)
41
114
(8)
106
(26)
80
(1)
The 15 CRJ200s are currently non-operational under the CPA.
(2)
After 2026, the 39 owned aircraft leased under the CPA have lease expiry dates from 2027 to 2033. Air Canada will determine the composition of the Covered Aircraft fleet on the condition that the fleet must have a minimum of 80 aircraft with 75-78 seats. As leases in respect of owned aircraft mature, the minimum 80 Covered Aircraft fleet will be composed of owned aircraft with lease extensions and/or other Covered Aircraft sourced by Air Canada.
(3)
Lease expiry dates for owned aircraft are as follows: Dash 8-400s: six expiries in November 2027, seven expiries in 2028 and 12 expiries in 2030; and for CRJ900s: five in 2028, eight in 2032 and one in 2033.
Jazz has started the initial phase of an extensive cabin refurbishment program for aircraft operated under the Air Canada Express brand. This refurbishment program includes upgraded Wi-Fi connectivity, larger overhead storage bins, new lightweight seats, in-seat power supply, and refreshed cabin interiors for the E-175s and CRJ900s. In addition, a select number of Dash 8-400s will receive Wi-Fi connectivity for Toronto Billy Bishop service along with Jazz's previous announcement in May 2024 that its Dash 8-400 fleet would receive new lightweight seats as part of an emission reductions initiative. All 39 owned aircraft leased under the CPA post 2026 are included in this passenger cabin refurbishment program with all costs associated with the program to be paid by Air Canada.
Capital Expenditures
Capital expenditures in 2025 are expected to be as follows:
(unaudited)
(in thousands of Canadian dollars)
Annual Forecast 2025
$
Capital expenditures, excluding aircraft acquisitions
20,000
to
25,000
Capitalized major maintenance overhauls(1)
8,000
to
13,000
Aircraft acquisitions and improvements
2,500
to
7,500
30,500
to
45,500
(1)
The 2025 plan includes between $3.0 million to $7.0 million of costs that are expected to be included in and recovered through the Controllable Costs.
Use of Defined Terms
Capitalized terms used but not defined in this news release have the meanings given to them in management's discussion and analysis of results of operations and financial condition dated May 6, 2025 (the"MD&A"), which is available on Chorus' website ( www.chorusaviation.com ) and under Chorus' profile on SEDAR+ ( www.sedarplus.ca ). In this news release, the term "shareholders" refers only to holders of Common Shares.
Investor Conference Call / Audio Webcast
Chorus will hold an analyst call at 9:00 AM ET on Wednesday, May 7, 2025, to discuss the first quarter 2025 financial results. The call may be accessed by dialing 1-888-699-1199. The call will be simultaneously audio webcast via: https://app.webinar.net/p4WRGKaZxQe .
This is a listen-in only audio webcast.
The conference call webcast will be archived on Chorus' website at www.chorusaviation.com under Investors > Reports. A playback of the call can also be accessed until midnight ET, May 14, 2025, by dialing toll-free 1-888-660-6345 and using passcode 88823 # (pound key).
NON-GAAP FINANCIAL MEASURES
This news release references several non-GAAP financial measures and ratios to supplement the analysis of Chorus' results. Chorus uses these non-GAAP measures to evaluate and assess performance. These non-GAAP measures are generally numerical measures of Chorus' financial performance, financial position, or cash flows, that include or exclude amounts from the most comparable GAAP measure. As such, these measures are not recognized for financial statement presentation under GAAP, do not have standardized meanings, may not be comparable to similar measures presented by other entities, and should not be considered a substitute for or superior to GAAP results. For further information on non-GAAP measures used in this news release, please refer to Section 17 (Non-GAAP Financial Measures) of the MD&A, which is available on Chorus' website ( www.chorusaviation.com ) and under Chorus' profile on SEDAR+ ( www.sedarplus.ca ). Reconciliations of non-GAAP measures to their nearest GAAP measures are provided below.
Adjusted Net Income, Adjusted EBT, Adjusted EBITDA
(unaudited)
(expressed in thousands of Canadian dollars)
Three months ended March 31,
2025
$
2024
$
Change
$
(revised)(1)
Net income
18,933
12,310
6,623
Less: Net income from discontinued operations, net of taxes
—
6,900
(6,900)
Net income from continuing operations
18,933
5,410
13,523
Add (Deduct) items to get to Adjusted Net Income
Unrealized foreign exchange (gain) loss
(3,551)
7,158
(10,709)
(3,551)
7,158
(10,709)
Adjusted Net Income
15,382
12,568
2,814
Add (Deduct) items to get to Adjusted EBT
Income tax expense
7,186
3,711
3,475
Adjusted EBT
22,568
16,279
6,289
Add (Deduct) items to get to Adjusted EBITDA
Net interest expense
3,744
9,291
(5,547)
Depreciation and amortization excluding impairment
27,151
26,051
1,100
Foreign exchange loss
3,399
2,392
1,007
Gain on disposal of property and equipment
(1)
—
(1)
34,293
37,734
(3,441)
Adjusted EBITDA
56,861
54,013
2,848
(1)
The results of discontinued operations (RAL segment) have been excluded from prior period figures in accordance with IFRS 5 to conform to current period presentation. All amounts presented and discussed in this release are from continuing operations unless otherwise noted.
Adjusted Earnings available to Common Shareholders per Common Share
Adjusted Earnings available to Common Shareholders per Common Share is used by Chorus to assess performance and is calculated as Adjusted Net Income less non-controlling interest and Preferred Share dividends declared, excluding the MOIC.
(unaudited)
(expressed in thousands of Canadian dollars, except per Share amounts)
Three months ended March 31,
2025
$
2024
$
Change
$
(revised)(1)
Adjusted Net Income from continuing operations
15,382
12,568
2,814
Add (Deduct) items to get to Adjusted Earnings available to Common Shareholders
Preferred Share dividends declared
—
(8,848)
8,848
Adjusted Earnings available to Common Shareholders - continuing operations
15,382
3,720
11,662
Adjusted Earnings available to Common Shareholders per Common Share, basic - continuing operations
0.57
0.13
0.44
(1)
The results of discontinued operations (RAL segment) have been excluded from prior period figures in accordance with IFRS 5 to conform to current period presentation. All amounts presented and discussed in this release are from continuing operations unless otherwise noted.
Leverage Ratio
Leverage Ratio is used by Chorus as a means to measure financial leverage. Leverage Ratio is calculated by dividing Net debt by trailing 12-month Adjusted EBITDA. Management believes Leverage Ratio to be a useful ratio when monitoring and managing debt levels. In addition, as leverage is a measure frequently analyzed for public companies, Chorus has calculated the amount to assist readers in this review. Leverage Ratio should not be construed as a measure of cash flows. Net debt is a key component of capital management for Chorus and provides management with a measure of its net indebtedness.
(unaudited)
(expressed in thousands of Canadian dollars)
March 31, 2025
December 31, 2024
Change
$
$
$
(revised)(1)
Long-term debt and lease liabilities (including current portion)
418,437
516,379
(97,942)
Less:
Cash
(74,351)
(222,216)
147,865
Adjusted Net Debt
344,086
294,163
49,923
Adjusted EBITDA(1)
211,885
209,037
2,848
Leverage Ratio
1.6
1.4
0.2
(1)
The results of discontinued operations (RAL segment) have been excluded from prior period figures in accordance with IFRS 5 to conform to current period presentation. All amounts presented and discussed in this release are from continuing operations unless otherwise noted.
Free Cash Flow
Free Cash Flow is a non-GAAP measure used as an indicator of financial strength and performance. Chorus believes that this measurement is useful as an indicator of its ability to service its debt, meet other ongoing obligations and reinvest in the Corporation and return capital to Common Shareholders. Readers are cautioned that Free Cash Flow does not represent residual cash flow available for discretionary expenditures.
Free Cash Flow is defined as cash provided by operating activities less net changes in non-cash balances related to operations, capital expenditures excluding aircraft acquisitions and improvements. Following the sale of the RAL business in December 2024, asset sales are no longer considered part of the ordinary course of Chorus' business. Therefore, net proceeds from asset sales are no longer included in Free Cash Flow.
The following table provides a reconciliation of Free Cash Flow to cash flows from operating activities, which is the most comparable financial measure calculated and presented in accordance with GAAP:
(unaudited)
(expressed in thousands of Canadian dollars)
Three months ended March 31,
2025
2024
Change
$
$
$
(revised)(1)
Cash (used in) provided by operating activities from continuing operations
(22,514)
68,216
(90,730)
Add (Deduct)
Net changes in non-cash balances related to operations
69,457
(29,722)
99,179
Capital expenditures, excluding aircraft acquisitions
(3,171)
(3,037)
(134)
Capitalized major maintenance overhauls
(3,218)
(4,768)
1,550
Free Cash Flow
40,554
30,689
9,865
(1)
The results of discontinued operations (RAL segment) have been excluded from prior period figures in accordance with IFRS 5 to conform to current period presentation. All amounts presented and discussed in this release are from continuing operations unless otherwise noted.
Adjusted Return on Equity
Adjusted Return on Equity is a non-GAAP financial measure used to gauge a corporation's profitability and how efficient it is in generating profits. Adjusted Return on Equity is calculated based on Chorus' Adjusted Net Income less non-controlling interest and Preferred Share dividends declared, excluding the MOIC, divided by Average Shareholders' equity excluding non-controlling interest, Preferred Shares and cash.
(unaudited)
(expressed in thousands of Canadian dollars)
Trailing 12-months ended
March 31,
December 31,
2025
2024
Change
$
$
$
(revised)(1)
Adjusted Net Income from continuing operations(1)
47,261
44,447
2,814
Add (Deduct) items to get to Adjusted Earnings available to Common Shareholders
Preferred Share dividends declared, excluding MOIC(2)
(8,979)
(17,827)
8,848
Adjusted Earnings available to Common Shareholders(2)
38,282
26,620
11,662
Average equity attributable to Common Shareholders excluding cash
Average Shareholders' equity
906,317
896,209
10,108
Add (Deduct) items to get to average equity attributable to Common Shareholders excluding cash
Average Non-controlling interest
(45,838)
(43,293)
(2,545)
Average Preferred Shares
(187,609)
(187,609)
—
Average Cash(1)
(48,101)
(126,385)
78,284
624,769
538,922
85,847
Adjusted Return on Equity(1)
6.1 %
4.9 %
1.2 %
(1)
The results of discontinued operations (RAL segment) have been excluded from prior period figures in accordance with IFRS 5 to conform to current period presentation. All amounts presented and discussed in this release are from continuing operations unless otherwise noted.
(2)
Adjusted Earnings available to Common Shareholders excludes the MOIC payment in December 2024 of $91.2 million as the Preferred Shares were redeemed early due to the sale of the RAL business.
Forward-Looking Information
This news release includes forward-looking information and statements within the meaning of applicable securities laws (collectively, "forward-looking information"). Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "will", "would", and similar terms and phrases, including negative versions thereof. All information and statements other than statements of historical fact are forward-looking and by their nature, are based on various underlying assumptions and expectations that are subject to known and unknown risks, uncertainties and other factors that may cause actual future results, performance or achievements to differ materially from those indicated in the forward-looking information. As a result, there can be no assurance that the forward-looking information included in this news release will prove to be accurate or correct.
Examples of forward-looking information in this news release include the discussion in the Outlook section and statements regarding Chorus' future performance, growth prospects and the ability to return capital to Common Shareholders. Actual results may differ materially from those anticipated in forward-looking information for a number of reasons including: changes in the aviation industry and general economic conditions; the emergence of disputes with contractual counterparties (including under the CPA); a deterioration in Air Canada's financial condition; any default by Chorus under debt covenants; asset impairments; changes in law; litigation; the imposition of tariffs on Canadian exports or imports or adverse changes to existing trade agreements and/or relationships; and the risk factors in Chorus' Annual Information Form dated February 19, 2025, and in Chorus' public disclosure record available under its profile on SEDAR+ at www.sedarplus.ca .
The forward-looking information contained in this news release represents Chorus' expectations as of the date of this news release (or as of the date they are otherwise stated to be made) and is subject to change after such date. Chorus disclaims any intention or obligation to update or revise any forward-looking information as a result of new information, subsequent events or otherwise, except as required by applicable securities laws. Readers are cautioned that the foregoing factors and risks are not exhaustive.
About Chorus Aviation Inc.
Chorus is a holding company which owns the following principal operating subsidiaries: Jazz Aviation, the largest regional operator in Canada and provider of regional air services under the Air Canada Express brand; Voyageur Aviation, a leading provider of specialty charter, aircraft modifications, parts provisioning and in-service support services; and Cygnet Aviation Academy, an industry leading accredited training academy preparing pilots for direct entry into airlines. Together, Chorus' subsidiaries provide services that encompass every stage of an aircraft's lifecycle, including: contract flying, aircraft refurbishment, engineering, modification, repurposing and transition; aircraft and component maintenance, disassembly, and parts provisioning; aircraft acquisition and leasing; and pilot training.
Chorus Class A Variable Voting Shares and Class B Voting Shares trade on the Toronto Stock Exchange under the trading symbol 'CHR'. Chorus' 6.00% Convertible Senior Unsecured Debentures due June 30, 2026, and 5.75% Senior Unsecured Debentures due June 30, 2027 trade on the Toronto Stock Exchange under the trading symbols 'CHR.DB.B' and 'CHR.DB.C' respectively. For further information on Chorus, please visit www.chorusaviation.com .
SOURCE Chorus Aviation Inc.
Cision
View original content: http://www.newswire.ca/en/releases/archive/May2025/06/c4434.html

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Nearly every day, on any issue, Trump straddles the line between embellishment and outright lies, known in Trump-speak as 'alternative facts.' His flair for stretching the truth is baked into his always great, best-ever, big, beautiful persona. Although Trump continuously exaggerates his past, present and future achievements — most notably falsely claiming victory in the 2020 election — he occasionally faces the consequences of his exaggerations. After repeatedly saying, 'I will end the Ukraine-Russia war in 24 hours,' he now claims he was only speaking 'in jest.' Continuously fact-checking Trump's exaggerations is a thankless task, and why much of what he says goes unchecked and repeated as fact in Trump-friendly media, on X and Truth Social. Incoherence is Trump's enemy. His 79th birthday, coming in June, will bring more comparisons to former President Joe Biden's diminished mental state. And Trump is exhibiting increasingly bewildering behavior. At all hours, he is always on the attack, often posting bizarre Truth Social videos and tweets unbefitting of a president. Trump's Memorial Day 'scum' remarks and meandering West Point 'trophy wife' address, along with his usual 'weave' of rambling speech patterns bordering on gibberish, explains why the White House is purging its website of official transcripts. This action evokes another detail from '1984,' in which embarrassing documents are disappeared 'down the memory hole.' This new version of DEI represents our president governing through drama, exaggeration and incoherence, brazenly consolidating power with a 'dare you to stop me' attitude. That invites the question of what the presidency will look like after Trump. Do Americans prefer an all-powerful chief executive who enriches himself and tries to rule with fear and an iron fist? If so, Donald Trump Jr. could be our next president. Myra Adams is an opinion writer who served on the creative team of two Republican presidential campaigns in 2004 and 2008. Copyright 2025 Nexstar Media, Inc. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.
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Robex Announces Completion of Initial Public Offering
Not for release to US wire services or distribution in the United States QUÉBEC CITY, May 30, 2025 (GLOBE NEWSWIRE) -- West African gold producer and developer Robex Resources Inc ('Robex' or the 'Company') (TSX-V: RBX) is pleased to announce that, it has successfully completed an initial public offering on the Australian Securities Exchange (the 'ASX') of 38,585,209 CHESS Depositary Interests ('CDIs') at an issue price of A$3.11 each (~C$2.73), to raise A$120 million (before associated costs) (the 'Offer'). Each CDI represents one underlying common share of Robex. The Company has received approval, subject to the usual conditions, from the ASX to Robex's admission to the Official List and to the Official Quotation of Robex's CDIs. Robex is working with ASX to meet the listing conditions and it is expected that trading in Robex's CDIs (assigned a code of 'RXR') on the ASX will commence on a normal settlement basis on June 5, 2025. The Offer has received conditional TSX Venture Exchange ('TSXV') acceptance, and final approval of the TSXV is subject to receipt by the TSXV of customary closing materials. The net proceeds raised pursuant to the Offer will be used for development of the Kiniero Gold Project, financing costs, corporate costs and working capital, including to partially cover the costs of the Offer. Pursuant to the terms of an underwriting agreement between Robex and the joint lead managers, Euroz Hartleys Limited and Canaccord Genuity (Australia) Limited (the 'JLMs'), with SCP Resource Finance LP appointed as Co-Lead Manager and Blackwood Capital Pty Ltd appointed as Co-Manager to the Offer, Robex will pay a cash commission in the amount of A$ 5,4 million (~C$ 4,805,460). Robex's Managing Director and CEO Matthew Wilcox said: 'We're grateful for the completion of our initial public offering on the ASX. This operation is a crucial milestone for Robex Resources Inc and for the development of the Kiniero Gold Project. We have received conditional approval from the ASX and are actively working to meet the listing conditions. We look forward to commencing trading of our CDIs on the ASX and continuing to progress towards production on budget and schedule.' Related Party Transaction Certain directors and officers of the Company participated in the Offer and acquired CDIs. Their participation constitutes a 'related party transaction' within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ('MI 61-101'). Such transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to nor the consideration paid by such person exceeds 25% of the Company's market capitalization. The participants in the Offer and the extent of their participation were not finalized until shortly prior to the completion of the Offer. Accordingly, it was not possible to publicly disclose details of the nature and extent of the related party participation in the Offer prior to completion of the Offer. Each related party transaction under the Offer is described below: (i) Alain William, Chief Financial Officer of the Company, purchased 16,077 CDIs for an aggregate subscription price of A$49,999.47; (ii) Gwendal Bonno, General Manager, People and Communication of the Company, purchased 96,463 CDIs for an aggregate subscription price of A$299,999.93; (iii) Howard Golden, a director of the Company, purchased directly or indirectly 3,215 CDIs for an aggregate subscription price of A$9,998.65; (iv) Dimitrios Felekis, Chief Development Officer of the Company, purchased 48,231 CDIs for an aggregate subscription price of A$149,998.41; (v) Clinton Bennett, Chief Operating Officer of the Company, purchased 9,646 CDIs for an aggregate subscription price of A$29,999.06; and (vi) John Dorward, a director of the Company, purchased directly or indirectly 25,723 CDIs for an aggregate subscription price of A$79,998.53. About Robex Resources Inc. Robex is a multi-jurisdictional West African gold production and development company with considerable exploration potential. The Company is dedicated to safe, diverse and responsible operations in the countries in which it operates with a goal to foster sustainable growth. The Company has been operating the Nampala mine in Mali since 2017 and is advancing the Kiniero Project in Guinea. Robex's ambition is to become one of the most important mid-tier gold producers in West Africa. 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. Robex Resources Inc. Matthew Wilcox, Managing Director and Chief Executive Officer Alain William, Chief Financial Officer +1 581 741-7421 Email: investor@ Not an offer of securities This news release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this news release have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. FORWARD-LOOKING INFORMATION AND FORWARD-LOOKING STATEMENTS Certain information set forth in this news release contains 'forward‐looking statements' and 'forward‐looking information' within the meaning of applicable Canadian securities legislation (referred to herein as 'forward‐looking statements'). Forward-looking statements are included to provide information about the Company's management's ('Management's') current expectations and plans that allow investors and others to have a better understanding of the Company's business plans and financial performance and condition. Statements made in this news release that describe the Company's or Management's estimates, expectations, forecasts, objectives, predictions, projections of the future or strategies may be 'forward-looking statements', and can be identified by the use of the conditional or forward-looking terminology such as 'aim', 'anticipate', 'assume', 'believe', 'can', 'contemplate', 'continue', 'could', 'estimate', 'expect', 'forecast', 'future', 'guidance', 'guide', 'indication', 'intend', 'intention', 'likely', 'may', 'might', 'objective', 'opportunity', 'outlook', 'plan', 'potential', 'should', 'strategy', 'target', 'will' or 'would' or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. This news release includes certain 'forward-looking statements' under applicable Canadian securities legislation, including, without limitation, statements regarding the terms of the Offer. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: risks that the ASX listing may not be completed, risks related to share price and market conditions, the inherent risks involved in the mining, exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices, the possibility of project delays or cost overruns or unanticipated excessive operating costs and expenses, uncertainties related to the necessity of financing, uncertainties relating to regulatory procedure and timing for permitting submissions and reviews, the availability of and costs of financing needed in the future as well as those factors disclosed in other filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These factors are not intended to represent a complete and exhaustive list of the factors that could affect the Company; however, they should be considered carefully. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or Management's estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information.