Argo Announces Results of Annual and Special Meeting of Shareholders
At the Meeting, Shareholders approved:
Election of Directors: The re-election of each of the director nominees of the Company, being Praveen Arichandran, Colette Bridgman and Daniel Habashi, as a director of the Company to serve until the next annual meeting of Shareholders or until their successors are duly elected or appointed;
Appointment of Auditors: The re-appointment of SRCO Professional Corporation as the auditor of the Company;
Omnibus Plan: The approval of the amended and restated omnibus long-term incentive plan of the Company (the " Omnibus Plan");
FoodFlow Option Agreement: The sale by a wholly-owned subsidiary of the Company of up to 45,932 subordinate-voting shares of FoodsUp Inc., pursuant to the terms and conditions of the option agreement among a wholly-owned subsidiary of the Company, FoodFlow Partner, FoodsUp Inc. and FoodGrowup Partner effective March 6, 2025 (the " FoodFlow Option Agreement"); and
359 Option Agreement: The sale by a wholly-owned subsidiary of the Company, of up to 15,713 subordinate-voting shares of FoodsUp Inc. pursuant to the terms and conditions of the option agreement among a wholly-owned subsidiary of the Company, the Company and 16786359 Canada Inc. effective March 6, 2025 (the " 359 Option Agreement", and together with the FoodFlow Option Agreement, the " Option Agreement s").
The Omnibus Plan was amended solely to increase the number of common shares of the Company (" Common Shares") reserved and available for grant and issuance pursuant to awards under the Omnibus Plan to an aggregate of 27,736,600 Common Shares, representing 20% of the Company's issued and outstanding share capital as of the date of its management information circular in respect of the Meeting. The Omnibus Plan is subject to final approval of the TSX Venture Exchange.
As previously disclosed by the Company, under the FoodFlow Option Agreement, FoodFlow has the option (but not the obligation) to purchase up to 30,219 subordinate-voting shares of FoodsUp Inc. from the Company. Under the 359 Option Agreement, 16786359 Canada Inc. has the option (but not the obligation) to purchase up to 15,713 subordinate-voting shares of FoodsUp Inc. from the Company. The Company's new leadership has been working to achieve a sale of its subordinate-voting shares of FoodsUp Inc. (" FoodsUp Shares") since 2024. Given that the Company does not control FoodsUp Inc., and the FoodsUp Shares are private company shares, the Company believes that the best path for selling the FoodsUp Shares is pursuant to the Option Agreements. Importantly, however, the Company can make no assurance that the transactions contemplated under the Option Agreements will occur. The Company expects to provide an update on the Option Agreements following the closing of any of the transactions contemplated under the Option Agreements, if applicable. Each of the transactions under the Option Agreements required approval not less than a majority of the votes cast by holders of Common Shares present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose the votes attached to Common Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Option Agreements remain subject to final approval of the TSX Venture Exchange.
About Argo
Founded in June 2024, Argo delivers the world's first fully vertically integrated transit system, combining proprietary Argo X1 electric vehicles, Smart Routing™ technology, and comprehensive operational management in a single end-to-end solution. By integrating every aspect of the transit experience, Argo enables municipalities to transition from traditional fixed-route services to dynamically optimized on-demand service with substantially better efficiency, coverage, and rider satisfaction, all while maintaining standard public transit pricing. The company launched Argo School in September 2024 and began its first municipal deployment in Bradford West Gwillimbury in early 2025. Learn more at www.rideargo.com.
Praveen Arichandran, CEO
Argo Corporation
(800) 575-7051
Forward-Looking Information
Certain information set out in this news release constitutes forward-looking information within the meaning of applicable securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "hope", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "scheduled", "believe" and similar expressions. The forward-looking information set out in this news release relates to future events or our future performance and includes, without limitation, statements concerning: the Company's intention to complete the sale of the FoodsUp Shares; the completion of the exercise of the options granted pursuant to the Option Agreements by the holders thereof; and Argo's ability to obtain final TSX Venture Exchange approval in respect of the Option Agreements and the Omnibus Plan.
Although the forward-looking information contained in this news release is based upon what management of Argo believes are reasonable assumptions on the date of this news release, Argo cannot assure readers that actual results will be consistent with such forward-looking information. Forward-looking information involves substantial known and unknown risks, uncertainties and other factors which cause actual results to vary from those expressed or implied by such forward looking information, including without limitation those risks and uncertainties described in more detail in Argo's securities filings available at www.sedarplus.ca. Forward-looking information should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved.
The forward-looking information contained in this news release is provided as of the date hereof. Argo disclaims any intention or obligation to update or publicly revise any forward–looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All forward-looking information contained in this news release is expressly qualified in its entirety by the foregoing cautionary statements.
Hashtags
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Globe and Mail
43 minutes ago
- Globe and Mail
McGraw Hill, Inc. Reports Fiscal First Quarter 2026 Results
McGraw Hill, Inc. (NYSE: MH) ('McGraw Hill' or the 'Company'), a leading global provider of information solutions across education from preK-12 through higher education and professional learning, today announced financial results for its fiscal first quarter 2026 ended June 30, 2025. Fiscal First Quarter 2026 Key Financial Highlights Total revenue of $535.7 million, an increase of 2.4% year-over-year. Re-occurring revenue of $387.6 million, an increase of 7.1% year-over-year. Digital revenue of $325.0 million, an increase of 7.2% year-over-year. GAAP gross profit of $412.3 million, an increase of 3.7% year-over-year. Remaining performance obligation (RPO) of $1,650.2 million on June 30, 2025. Net income (loss) of $0.5 million, compared to $(9.4) million in the prior-year period. Adjusted EBITDA (1) of $191.4 million, an increase of 7.2% year-over-year. "McGraw Hill delivered strong performance in the fiscal first quarter reinforcing our leadership position in the market," said Simon Allen, McGraw Hill Chairman, President and CEO. "Our debut in the public markets was a significant milestone in our company's journey and a testament to our enduring, mission critical business. Through our deep understanding of learning methodologies, our wealth of data and insights, and our responsible and impactful use of artificial intelligence, we are seeing strong demand for McGraw Hill solutions which personalize the learning experience for millions of educators and students around the world." 'Our fiscal first quarter performance reflects McGraw Hill's track record of disciplined execution and profitable growth with results landing at the upper end of the ranges provided in our registration statement filed in July,' said Bob Sallmann, McGraw Hill Executive Vice President and Chief Financial Officer. 'The proceeds from our IPO have strengthened our balance sheet which we believe will deepen our competitive positioning through growth-oriented investments that leverage our scale ahead of robust market opportunities in fiscal year 2027 and beyond.' Fiscal First Quarter 2026 Business Highlights Revenue totaled $535.7 million, an increase of 2.4% year-over-year. The increase was driven primarily by re-occurring and digital revenue growth. Market share increased within U.S. higher education along with strong K-12 capture rate amid the predictably smaller fiscal year 2026 market. Gross profit margin improved over 90 basis points year-over-year to 77.0%, due to higher margin digital growth. Adjusted EBITDA margin (1) expanded over 150 basis points year-over-year to 35.7%, amid ongoing business reinvestment. New solutions and capabilities were bolstered through the impactful and responsible use of data science and GenAI to drive efficacy, solve pain points, and fuel continued growth and market expansion. Internal efficiencies captured through proprietary AI-powered solutions like Scribe, reducing cost and time to market within select product development. Performance on pace with historical seasonality with emphasis on first half fiscal year results in alignment with the academic calendar with approximately 60% of revenue and 65% of Adjusted EBITDA (1) typically realized in the first half of the fiscal year. K-12 Business Revenue totaled $270.9 million, a decline of 1.4% year-over-year. The decrease was expected due to the smaller overall market opportunity this fiscal year. Re-occurring revenue totaled $183.6 million, an increase of 10.1% year-over-year. Capture rates trended favorable with leadership across several state contracts and continued science program strength. Positioned for growth in the larger fiscal year 2027 market and beyond having secured review panel recommendation for California math while also conducting a nationwide flagship K-5 core literacy pilot. Higher Education Business Revenue totaled $182.4 million, an increase of 14.1% year-over-year. The increase was driven by share gains, enrollment, and continued demand for digital learning solutions. Re-occurring revenue totaled $159.6 million, an increase of 6.8% year-over-year. Momentum continued with Inclusive Access land and expand execution amid ongoing innovation. First-to-market Evergreen content delivery model gained traction, achieving a 95% acceptance rate among instructors receiving the update. Global Professional Business Revenue totaled $35.2 million, relatively steady year-over-year, as a 3.9% increase in re-occurring revenue was offset by the ongoing strategic exit of non-core solutions. International Business Revenue totaled $51.5 million, a decrease of 11.7% year-over-year, as regional specific contract timing resulted in an 8.7% re-occurring revenue decline amid continued digital transition. Fiscal First Quarter 2026 Financial Highlights Three Months Ended June 30, ($ in thousands) 2025 2024 Revenue $ 535,710 $ 522,954 Cost of sales (excluding depreciation and amortization) $ 123,384 $ 125,290 Operating and administrative expenses $ 241,549 $ 246,271 Net income (loss) $ 502 $ (9,447 ) Adjusted EBITDA (1) $ 191,416 $ 178,594 Net income (loss) margin 0.1 % (1.8 )% Adjusted EBITDA Margin (1) 35.7 % 34.2 % Adjusted net income (loss) (1) $ 292 $ 85,944 Fiscal Year 2026 Guidance The following outlook is forward-looking, based on the Company's current expectations, and actual results may differ materially from what is indicated. 2026 Outlook ($ in millions) Low High Revenue $ 1,986 $ 2,046 Re-occurring Revenue 1,477 1,517 Adjusted EBITDA (1) 663 703 Earnings Conference Call and Webcast Today, August 14, at 8:30 a.m. (ET), McGraw Hill will hold a conference call via webcast to review its fiscal Q1 2026 results and provide a business update. The webcast will be hosted by Simon Allen, Chairman, President and Chief Executive Officer, and Bob Sallmann, Executive Vice President and Chief Financial Officer, and will conclude with a Q&A period. To access the live webcast of the conference call or to view a replay, visit the Company's investor relations website at The conference call can also be accessed by registering online at the Event Registration Page at which time registrants will receive dial-in information as well as a conference ID. Registration can be completed in advance of the conference call. About McGraw Hill McGraw Hill (NYSE: MH) is a leading global provider of education solutions for preK-12, higher education and professional learning, supporting the evolving needs of millions of educators and students around the world. We provide trusted, high-quality content and personalized learning experiences that use data, technology and learning science to help students progress towards their goals. Through our commitment to fostering a culture of innovation and belonging, we are dedicated to improving outcomes and access to education for all. We have over 30 offices across North America, Asia, Australia, Europe, the Middle East and South America, and make our learning solutions available in more than 80 languages. The Company's fiscal year is a 52-week period ended March 31. Visit us at or find us on Facebook, Instagram, LinkedIn or X. Safe Harbor Statement This press release includes statements that are, or may be deemed to be, 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended (the 'Securities Act'), Section 21E of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including terms such as 'believes,' 'estimates,' 'anticipates,' 'expects,' 'projects,' 'intends,' 'plans,' 'may,' 'will,' 'should' or 'seeks,' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include, but are not limited to, statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risks and uncertainties, as they relate to events and depend on circumstances that may or may not occur in the future. The Company's expectations, beliefs and projections are expressed in good faith, and the Company believes there is a reasonable basis for them; however, the Company cautions readers that forward-looking statements are not guarantees of future performance and that the Company's actual results of operations, financial condition and liquidity, and the developments in the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this press release, including those described under the headings 'Risk Factors' and 'Cautionary Note Regarding Forward-Looking Statements' in the Company's final prospectus filed pursuant to Rule 424(b) under the Securities Act, filed on July 24, 2025, the Company's Quarterly Report on Form 10-Q and in other filings made with the U.S. Securities and Exchange Commission ('SEC'). In addition, even if our results of operations, financial condition and liquidity, and the developments in the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements the Company makes in this press release speak only as of the date of such statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information. future developments or otherwise, except as may be required by any applicable securities law. (1) Non GAAP Financial Measures In addition to presenting financial results that have been prepared in accordance with generally accepted principles in the United States ('GAAP'), we have included in this release all of the following non-GAAP financial measures—EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income (loss), Adjusted basic and diluted earnings (loss) per share, Adjusted operating and administrative expenses, Adjusted selling and marketing expenses, Adjusted general and administrative expenses and Adjusted research and development expenses—which are financial measures that are not required by or presented in accordance with GAAP. We believe that these non-GAAP financial measures are useful in evaluating our business and the underlying trends that are affecting our performance. The Company has included non-GAAP financial measures within the meaning of Regulation G and Item 10(e) of Regulation S-K. We include these non-GAAP financial measures in this release because management uses them to assess our performance. We believe they reflect the underlying trends and indicators of our business and allow management to focus on the most meaningful indicators of our continuous operational performance. Although we believe these measures are useful for investors for the same reasons, readers of the financial statements should note that these measures are not a substitute for GAAP financial measures or disclosures. Each of the above measures is not a recognized term under GAAP and do not purport to be an alternative to net income (loss), or any other measure derived in accordance with GAAP as a measure of operating performance, or to cash flows from operations as a measure of liquidity. Such measures are presented for supplemental information purposes only, have limitations as analytical tools, and should not be considered in isolation or as substitute measures for our results as reported under GAAP. Management uses non-GAAP financial measures to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our measures may not be comparable to other similarly titled measures of other companies, and our use of these measures varies from others in our industry. Such measures are not intended to be a measure of cash available for management's discretionary use, as they may not capture actual cash obligations associated with interest payments, taxes and debt service requirements. Because of these limitations, we rely primarily on our GAAP results and use these non-GAAP measures only supplementally. See 'Reconciliations of Non-GAAP Financial Measures' in the 'Supplemental Information' section further below and 'Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures' in our Quarterly Report on Form 10-Q for reconciliations of non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP. Forward-Looking Non-GAAP Financial Measures This press release contains forward-looking estimates of Adjusted EBITDA for fiscal year 2026. We provide this non-GAAP measure to investors on a prospective basis for the same reasons (set forth above) that we provide it to investors on a historical basis. We are unable to provide a reconciliation of our forward-looking estimate of fiscal year 2026 net income (loss) to a forward-looking estimate of fiscal year 2026 Adjusted EBITDA because certain information needed to make a reasonable forward-looking estimate of net income (loss) for fiscal year 2026 is unreasonably difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control. In addition, we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on our future financial results. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact. MCGRAW HILL, INC. AND SUBSIDIARIES Three Months Ended June 30, 2025 2024 Revenue $ 535,710 $ 522,954 Cost of sales (excluding depreciation and amortization) 123,384 125,290 Gross profit 412,326 397,664 Operating expenses Operating and administrative expenses (1) 241,549 246,271 Depreciation 17,187 14,434 Amortization of intangibles 57,365 61,179 Total operating expenses 316,101 321,884 Operating income (loss) 96,225 75,780 Interest expense (income), net 58,774 80,876 Income (loss) from operations before taxes 37,451 (5,096 ) Income tax provision (benefit) 36,949 4,351 Net income (loss) $ 502 $ (9,447 ) Earnings (loss) per share: Basic and diluted $ 0.00 $ (0.06 ) Weighted-average shares outstanding: Basic and diluted 166,611,519 166,611,519 ____________________ (1) See 'Supplemental Information—Reconciliations of Non-GAAP Financial Measures; Non-GAAP operating and administrative expenses' for a breakdown of our GAAP operating and administrative expenses and a reconciliation to the corresponding Non-GAAP financial measure. MCGRAW HILL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except for share data) June 30, 2025 March 31, 2025 (Unaudited) Assets Current assets Cash and cash equivalents $ 247,331 $ 389,830 Accounts receivable, net of allowance for credit losses of $11,052 and $13,521 as of June 30, 2025 and March 31, 2025, respectively 444,689 338,426 Inventories, net 160,722 174,018 Prepaid and other current assets 139,087 150,357 Total current assets 991,829 1,052,631 Product development costs, net 232,727 222,182 Property, plant and equipment, net 96,557 95,197 Goodwill 2,557,595 2,557,595 Other intangible assets, net 1,397,017 1,454,185 Deferred income taxes 7,119 7,983 Operating lease right-of-use assets 49,877 49,661 Other non-current assets 328,744 318,326 Total assets $ 5,661,465 $ 5,757,760 Liabilities and stockholders' equity (deficit) Current liabilities Accounts payable $ 117,142 $ 146,742 Accrued royalties 100,476 71,457 Accrued compensation 36,017 124,954 Deferred revenue 737,620 794,031 Current portion of long-term debt 13,170 13,170 Operating lease liabilities 8,108 8,042 Other current liabilities 186,465 172,023 Total current liabilities 1,198,998 1,330,419 Long-term debt 3,165,341 3,164,551 Deferred income taxes 15,005 15,656 Long-term deferred revenue 912,559 882,156 Operating lease liabilities 64,385 64,737 Other non-current liabilities 21,916 19,997 Total liabilities 5,378,204 5,477,516 Commitments and contingencies Stockholders' equity (deficit) Class A voting common stock, par value $0.01 per share; 186,471,212 shares authorized, 165,160,216 shares issued and outstanding as of June 30, 2025 and March 31, 2025 1,652 1,652 Class B non-voting common stock, par value $0.01 per share; 14,384,922 shares authorized, 1,451,303 shares issued and outstanding as of June 30, 2025 and March 31, 2025 14 14 Additional paid-in capital 1,562,204 1,562,204 Accumulated deficit (1,280,698 ) (1,281,200 ) Accumulated other comprehensive income (loss) 89 (2,426 ) Total stockholders' equity (deficit) 283,261 280,244 Total liabilities and stockholders' equity (deficit) $ 5,661,465 $ 5,757,760 MCGRAW HILL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; dollars in thousands) Three Months Ended June 30, 2025 2024 Operating activities Net income (loss) $ 502 $ (9,447 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation (including amortization of technology costs) 17,187 14,434 Amortization of intangibles 57,365 61,179 Amortization of product development costs 13,302 13,267 Amortization of deferred royalties 34,669 33,311 Amortization of deferred commission costs 7,435 11,971 Credit losses on accounts receivable (2,286 ) (1,586 ) Unrealized (gain) loss on interest rate cap — 117 Inventory obsolescence 3,486 3,903 Deferred income taxes 864 (403 ) Amortization of debt discount 3,352 3,989 Amortization of deferred financing costs 1,253 1,405 Changes in operating assets and liabilities: Accounts receivable (105,289 ) (193,170 ) Inventories 10,544 25,825 Prepaid and other current assets (28,185 ) (38,795 ) Accounts payable and accrued expenses (91,569 ) (12,600 ) Deferred revenue (27,553 ) 55,224 Other current liabilities 12,233 28,119 Other changes in operating assets and liabilities, net (3,962 ) 362 Cash provided by (used for) operating activities (96,652 ) (2,895 ) Investing activities Product development expenditures (22,788 ) (18,972 ) Capital expenditures (16,283 ) (15,919 ) Cash provided by (used for) investing activities (39,071 ) (34,891 ) Financing activities Payment of A&E Term Loan Facility (3,292 ) — Payment of Term Loan Facility — (5,312 ) Payment of finance lease obligations (1,718 ) (2,929 ) Deferred Initial Public Offering costs (2,374 ) — Cash provided by (used for) financing activities (7,384 ) (8,241 ) Effect of exchange rate changes on cash 608 428 Net change in cash and cash equivalents (142,499 ) (45,599 ) Cash and cash equivalents, at the beginning of the period 389,830 203,618 Cash and cash equivalents, at the end of the period $ 247,331 $ 158,019 Supplemental disclosures Cash paid for interest expense $ 22,408 $ 53,749 Cash paid for income taxes 56,813 8,048 Supplemental Information Reconciliations of Non-GAAP Financial Measures EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin EBITDA is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO), impairment charges, transaction and integration costs, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue. The following table presents a reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measure for the three months ended June 30, 2025 and 2024: Three Months Ended June 30, ($ in thousands) 2025 2024 Net income (loss) $ 502 $ (9,447 ) Interest expense (income), net 58,774 80,876 Income tax provision (benefit) 36,949 4,351 Depreciation, amortization and product development amortization 87,854 88,880 EBITDA $ 184,079 $ 164,660 Restructuring and cost savings implementation charges (a) 3,106 6,571 Advisory fees (b) 2,500 2,500 Transaction and integration costs (c) 100 1,094 Other (d) 1,631 3,769 Adjusted EBITDA $ 191,416 $ 178,594 Total Revenue $ 535,710 $ 522,954 Net income (loss) margin 0.1 % (1.8 )% Adjusted EBITDA Margin 35.7 % 34.2 % ____________________ (a) Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our formal restructuring initiatives. (b) For the three months ended June 30, 2025 and 2024, represents $2.5 million of advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO). (c) This primarily represents transaction and integration costs associated with acquisitions. (d) For the three months ended June 30, 2025, the amount represents (i) foreign currency exchange transaction impact of $(1.9) million, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $0.8 million, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement of $0.1 million, (iv) non-recurring transaction-related costs associated with this offering that were expensed as incurred of $1.9 million and (v) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $0.7 million, that are primarily related to individually insignificant miscellaneous items, including asset disposals and certain additional payments related to incremental insurance premiums and policies as a result of the Acquisition that will not renew after the consummation of the IPO. For the three months ended June 30, 2024, the amount represents (i) foreign currency exchange transaction impact of $0.5 million, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $1.4 million, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement of $0.3 million, (iv) post-acquisition compensation expense of $0.2 million, associated with the acquisition of Boards & Beyond, and (v) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $1.4 million, primarily related to individually insignificant miscellaneous items, including third-party consulting and advisory fees associated with system and process rationalization initiatives, as well as certain additional payments related to incremental insurance premiums and policies as a result of the Acquisition that will not renew after the consummation of the IPO. Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share Adjusted net income (loss) is defined as net income (loss) from continuing operations adjusted to exclude amortization of intangible assets, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO), impairment charges, transaction and integration costs, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations and the related tax impact of those adjustments. We define Adjusted basic and diluted earnings (loss) per share as Adjusted net income (loss) divided by the basic and diluted weighted average shares outstanding. The following table presents a reconciliation of Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share to the most directly comparable GAAP financial measure for the three months ended June 30, 2025 and 2024: Three Months Ended June 30, ($ in thousands) 2025 2024 Net income (loss) $ 502 $ (9,447 ) Amortization of intangible assets (1) 57,168 60,995 Restructuring and cost savings implementation charges (2) 3,106 6,571 Advisory fees (2) 2,500 2,500 Transaction and integration costs (2) 100 1,094 Other (2) 1,631 3,769 Tax impact of adjustments (3) (64,715 ) 20,462 Adjusted net income (loss) $ 292 $ 85,944 Basic and diluted earnings (loss) per share $ 0.00 $ (0.06 ) Adjusted basic and diluted earnings (loss) per share $ 0.00 $ 0.52 Basic and diluted weighted-average shares outstanding 166,611,519 166,611,519 ____________________ (1) Represents amortization of definite-lived acquired intangible assets. (2) Represents the same adjustments used in calculating EBITDA and Adjusted EBITDA. (3) Represents the tax impact of the adjustments, which are pre-tax, based upon the statutory tax rate. Non-GAAP operating and administrative expenses Adjusted operating and administrative expenses is defined as GAAP operating and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO), transaction and integration costs, amortization of product development costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations. Adjusted selling and marketing expenses is defined as GAAP selling and marketing expenses adjusted to exclude the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations. Adjusted general and administrative expenses is defined as GAAP general and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO), transaction and integration costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations. Adjusted research and development expenses is defined as GAAP research and development expenses adjusted to exclude the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations. The following table presents a reconciliation of these non-GAAP operating and administrative expenses to the most directly comparable GAAP financial measure for the three months ended June 30, 2025 and 2024: Three Months Ended June 30, ($ in thousands) 2025 2024 Operating and administrative expenses $ 241,549 $ 246,271 Restructuring and cost savings implementation charges (3,106 ) (6,571 ) Advisory fees (2,500 ) (2,500 ) Transaction and integration costs (100 ) (1,094 ) Amortization of product development costs (13,302 ) (13,267 ) Other (1,631 ) (3,769 ) Adjusted operating and administrative expenses (1) $ 220,910 $ 219,070 Selling and marketing $ 87,397 $ 85,531 Other (417 ) (1,222 ) Adjusted selling and marketing expenses (1) $ 86,980 $ 84,309 General and administrative $ 75,392 $ 84,023 Restructuring and cost savings implementation charges (3,106 ) (6,571 ) Advisory fees (2,500 ) (2,500 ) Transaction and integration costs (100 ) (1,094 ) Other (906 ) (2,361 ) Adjusted general and administrative expenses (1) $ 68,780 $ 71,497 Research and development $ 65,458 $ 63,450 Other (308 ) (186 ) Adjusted research and development expenses (1) $ 65,150 $ 63,264 ____________________ (1) We calculate each of these measures by using the same adjustments used in calculating EBITDA and Adjusted EBITDA to the extent such items are included in the corresponding GAAP operating and administrative expense category. Key Operating Metrics Re-occurring Revenue and Transactional Revenue for the Three Months Ended June 30, 2025 and 2024 Three Months Ended June 30, 2025 2024 ($ in thousands) Re-occurring Revenue Transactional Revenue Total Re-occurring Revenue Transactional Revenue Total K-12 $ 183,641 $ 87,290 $ 270,931 $ 166,819 $ 108,008 $ 274,827 Higher Education 159,552 22,827 182,379 149,454 10,392 159,846 Global Professional 23,657 11,502 35,159 22,773 12,514 35,287 International 20,764 30,700 51,464 22,752 35,559 58,311 Other — (4,223 ) (4,223 ) — (5,317 ) (5,317 ) Total Revenue $ 387,614 $ 148,096 $ 535,710 $ 361,798 $ 161,156 $ 522,954 RPO as of June 30, 2025 and as of March 31, 2025 June 30, 2025 March 31, 2025 ($ in thousands) Current Non-current Total Current Non-current Total RPO by Segment: K-12 $ 472,329 $ 854,715 $ 1,327,044 $ 457,353 $ 822,232 $ 1,279,585 Higher Education 173,796 47,934 221,730 247,685 49,631 297,316 Global Professional 57,426 6,950 64,376 54,949 7,399 62,348 International 26,315 2,960 29,275 30,515 2,892 33,407 Other 7,754 — 7,754 3,531 — 3,531 Total RPO $ 737,620 $ 912,559 $ 1,650,179 $ 794,033 $ 882,154 $ 1,676,187 Digital and Print Revenue Disaggregation of Revenue for the Three Months Ended June 30, 2025 and 2024 Three Months Ended June 30, 2025 2024 ($ in thousands) Digital Print (1) Total Digital Print (1) Total Revenue by Segment: K-12 $ 108,597 $ 162,334 $ 270,931 $ 99,618 $ 175,209 $ 274,827 Higher Education 168,826 13,553 182,379 153,955 5,891 159,846 Global Professional 25,272 9,887 35,159 25,093 10,194 35,287 International 22,353 29,111 51,464 24,559 33,752 58,311 Other (2) — (4,223 ) (4,223 ) — (5,317 ) (5,317 ) Total Revenue $ 325,048 $ 210,662 $ 535,710 $ 303,225 $ 219,729 $ 522,954
Cision Canada
an hour ago
- Cision Canada
High Tide to Become Major Player in German Medical Cannabis Market Through Acquisition of Majority Stake in Remexian Pharma GmbH
Remexian Generated €65 Million in Revenue in the Last 12 Months CALGARY, AB, Aug. 14, 2025 /CNW/ - High Tide Inc. (" High Tide" or the"Company") (Nasdaq: HITI) (TSXV: HITI) (FSE: 2LYA), the high-impact, retail-forward enterprise built to deliver real-world value across every component of cannabis, announced today that it is entering the fast growing German medical cannabis market by signing a definitive agreement (the " Acquisition Agreement") pursuant to which the Company will acquire 51% of Remexian Pharma GmbH (" Remexian"), for a preliminary estimated purchase price of €27.2 million, subject to certain adjustments on closing (the " Transaction"), and will have an option to acquire the remaining interest in Remexian. Founded in 2018 and headquartered just outside of Berlin, Germany, Remexian is a leading and established pharmaceutical company built for the purpose of importation and wholesale of medical cannabis, and has a fully certified EU GDP warehouse. Among all German medical cannabis procurers, Remexian has one of the most diverse reaches across the globe, currently licensed to import into Germany from 19 countries, including Canada which represents approximately 33% of their total imports into Germany. Given its over $1.9 billion in Canadian cannabis sales since legalization, High Tide has the Canadian procurement expertise and relationships to leverage this transaction to significantly increase the Canadian share of medical cannabis imports into Germany. "Remexian is an ideal match for us—not only in its commitment to discount pricing, but also in its operational approach, which mirrors our lowest price guarantee in Canada. We took our time evaluating potential partners and couldn't be more excited to join forces with the best-in-class team that built Remexian into a national leader. Together, our complementary strengths and deep procurement expertise will create a stronger foundation for growth and further enhance the fundamentals of this business," said Raj Grover, Founder and Chief Executive Officer of High Tide. "With this highly accretive acquisition adding approximately C$100 million in topline revenue and significant EBITDA annually, we will meaningfully strengthen our financials, positioning us well to establish a strong foothold in Germany, which will serve as a springboard into other European markets in due course. Our goal in Germany remains clear: to provide the highest quality medical cannabis at the most affordable prices, led by our Canadian house of brands and supplemented by medical cannabis imports from all across the globe," added Mr. Grover. "We are truly energized by the strong synergy we've found with High Tide, whose impressive scale amplifies our impact in Germany," said Markus Wenner, Co-Founder of Remexian. "Both of our companies have taken a deliberate, strategic approach to becoming leaders in our respective markets. By combining one of Germany's largest cannabis distribution networks with High Tide's unmatched access to Canadian supply, we are setting the stage for unprecedented growth. We at Remexian are looking forward to building this exciting future together with Raj and the talented High Tide team." Since the passage of Germany's Consumer Cannabis Act in April 2024, demand for medical cannabis in the country has continued to accelerate. Over the past year, the number of medical cannabis patients has risen sharply—from an estimated 250,000 to nearly 900,000—resulting in a threefold increase in import volumes and annual revenues approaching €1 billion. 2 According to Germany's Federal Institute for Drugs and Medical Devices (BfArM), medical cannabis imports in the second quarter of 2025 reached a record 43.3 metric tonnes, representing a 15% increase over Q1 2025 (37.5 tonnes) and a twelve month rolling total of 134 tonnes, maintaining its place as the largest importer of medical cannabis in the world. The surge in demand has also boosted Canada's position as a leading global exporter, with the country nearly half of Germany's imports—approximately 36 tonnes in the first six months of 2025. 3 Remexian, managed by Francesco Baganz and Stefan Adomeit, is a leader in the German medical cannabis landscape with annualized revenue and Adjusted EBITDA of €70 million and €15 million, respectively, for the six months ended March 2025. Remexian is also one of the largest distributors of cannabis flower in Germany in terms of total grams sold, which equaled 7 tonnes in Q2 2025, representing 16% of the 43 tonnes imported into Germany in the quarter. 4 While finalizing the acquisition, the Company considered the potential for changes to Germany's medical cannabis framework. The Company believes that even if restrictions are placed on telemedicine and mail-order delivery, which would be subject to lengthy legislative review, the market will continue growing after an adjustment period. TRANSACTION DETAILS The Transaction, which is an arm's length transaction, is subject to, among other things, receipt of required TSX Venture Exchange (" TSXV") approval, and other customary conditions of closing and is expected to close in the coming weeks. It implies an enterprise valuation of €53.4 million, representing 3.64065 times Annualized Adjusted EBITDA generated during the six months ended March 31, 2025, and is subject to certain adjustments based on working capital and net debt upon closing. The preliminary estimated purchase price of €27.2 million for the 51% of equity acquired will be satisfied as follows: 42% in common shares of High Tide (" High Tide Shares") priced at US$2.1912, representing the volume weighted average price per High Tide Share on the Nasdaq for the 10 trading days ending August 8, 2025. 29% in cash. 29% via loans from the sellers (the " Loan"). The Loan will mature on December 31, 2029, bear 7% annual interest (paid quarterly), and be prepayable at any time by the Company with no penalty. In addition to the foregoing, Remexian's owners have agreed to grant High Tide an option to acquire the remaining interests in Remexian not held by High Tide, (the " Call Option"). The Call Option will be exercisable at any time for a period of five (5) years, following the twenty-four (24) month anniversary of the Closing (the " Call Option Term"). The Call Option is exercisable at an enterprise value equal to the trailing twelve months of Adjusted EBITDA multiplied by (i) 4 if the Call Option is exercised in the first twelve (12) months of the Call Option Term, or (ii) 3.64065 if exercised thereafter. In addition, High Tide has agreed to grant Remexian's owners an option to put to High Tide the remaining interests in Remexian not held by High Tide (the " Put Option"), at the same enterprise value as the Call Option during the same time periods. The consideration under the Call Option or the Put Option, if exercised, will be satisfied in a combination of cash and High Tide Shares, at High Tide's discretion. The Call Option has a minimum price of €15 million, and is subject to a minimum cash payment of at least 40%, and the Put Option is subject to a minimum cash payment of at least 30%. Any High Tide Shares issued in connection with the Transaction are subject to a statutory hold period of four months and one day. ABOUT HIGH TIDE High Tide, Inc. is the leading community-grown, retail-forward cannabis enterprise engineered to unleash the full value of the world's most powerful plant. Its wholly owned subsidiary, Canna Cabana, is the second-largest cannabis retail brand globally. High Tide (HITI) is uniquely-built around the cannabis consumer, with wholly-diversified and fully-integrated operations across all components of cannabis, including: Bricks & Mortar Retail: Canna Cabana™ is the largest cannabis retail chain in Canada, with 203 current locations spanning British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and growing. In 2021, Canna Cabana became the first cannabis discount club retailer in the world. Retail Innovation: Fastendr™ is a unique and fully automated technology that employs retail kiosks to facilitate a better buying experience through browsing, ordering and pickup. Consumption Accessories: High Tide operates a suite of leading accessory e-commerce platforms across the world, including and Brands: High Tide's industry-leading and consumer-facing brand roster includes Queen of Bud™, Cabana Cannabis Co™, Daily High Club™, Vodka Glass™, Puff Puff Pass™, Dopezilla™, Atomik™, Hue™, Evolution™ and more. CBD: High Tide continues to cultivate the possibilities of consumer CBD through and Wholesale Distribution: High Tide keeps that cannabis category stocked with wholesale solutions via Valiant™. Licensing: High Tide continues to push cannabis culture forward through fresh partnerships and license agreements under the Famous Brandz™ name. High Tide consistently moves ahead of the currents, having been named one of Canada's Top Growing Companies by the Globe and Mail's Report on Business in 2024 for the fourth consecutive year and was recognized as a top 50 company by the TSX Venture Exchange in 2022, 2024 and 2025. High Tide was also ranked number one in the retail category on the Financial Times list of Americas' Fastest Growing Companies for 2023. To discover the full impact of High Tide, visit For investment performance, don't miss the High Tide profile pages on SEDAR+ and EDGAR. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. Media Inquiries Carter Brownlee Communications and Public Affairs Advisor High Tide Inc. [email protected] 403-770-3080 Investor Inquiries Vahan Ajamian Capital Markets Advisor High Tide Inc. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release may contain "forward-looking information" and "forward-looking statements within the meaning of applicable securities legislation. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. The forward-looking statements herein include, but are not limited to, statements regarding: the successful closing of the Transaction; the future growth of the German medical cannabis market; the final purchase price; whether the Company exercises its option to acquire the remaining interest in Remexian; the ability for the Company to significantly increase the Canadian share of medical cannabis imports into Germany; the ability for the Company to expand into other European medical cannabis markets in due course; the annualized revenue for Remexian; future changes to Germany's medical cannabis framework; the result on market growth of potential restrictions on telemedicine and mail-order delivery; and whether all conditions will be met, including TSXV approval. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. Although the Company believes that the expectations reflected in these statements are reasonable, such statements are based on expectations, factors, and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including but not limited to the risk factors discussed under the heading "Non-Exhaustive List of Risk Factors" in Schedule A to our current annual information form, and elsewhere in this press release, as such factors may be further updated from time to time in our periodic filings, available at and which factors are incorporated herein by reference. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results, or otherwise, or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law. CAUTIONARY NOTE REGARDING FUTURE ORIENTED FINANCIAL INFORMATION This press release may contain future oriented financial information (" FOFI") within the meaning of applicable securities legislation about prospective results of operations, financial position or cash flows, which is subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above "Cautionary Note Regarding Forward-Looking Statements". FOFI is not presented in the format of a historical balance sheet, income statement or cash flow statement. FOFI does not purport to present the Company's financial condition in accordance with IFRS as issued by the International Accounting Standards Board, and there can be no assurance that the assumptions made in preparing the FOFI will prove accurate. The actual results of operations of the Company and the resulting financial results will likely vary from the amounts set forth in the analysis presented, and such variation may be material (including due to the occurrence of unforeseen events occurring subsequent to the preparation of the FOFI). The Company and management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments as of the applicable date. However, because this information is highly subjective and subject to numerous risks, readers are cautioned not to place undue reliance on the FOFI as necessarily indicative of future results. Except as required by applicable securities laws, the Company undertakes no obligation to update such FOFI.
Cision Canada
an hour ago
- Cision Canada
HIGHWOOD ASSET MANAGEMENT LTD. ANNOUNCES SECOND QUARTER 2025 RESULTS AND OPERATIONAL UPDATE
CALGARY, AB, /CNW/ - Highwood Asset Management Ltd. (" Highwood" or the " Company") (TSXV: HAM) is pleased to announce financial and operating results for the three and six months ended June 30, 2025. The Company also announces that its unaudited financial statements and associated Management's Discussion and Analysis (" MD&A") for the period ended June 30, 2025, are available on Highwood's website at and on SEDAR+ at Highlights Average corporate production of 5,632 boe/d in Q2 2025, representing an increase of approximately 7% from the first quarter of 2025 (average of 5,264 boe/d). For the second quarter of 2025, Highwood delivered Adjusted EBITDA of $15.2 million ($1.00 per share) and adjusted funds flow of $13.4 million ($0.88 per share). Highwood also delivered income of $13.4 million ($0.92 per share), an increase of $2.9 million from the comparative period in 2024. (1) Highwood commenced the 2H2025 drilling program, spudding the 100/13-15-048-14W5 unbooked well on June 12, 2025 in the Basal Belly River sand at Brazeau. The Company anticipates drilling four gross wells (3.4 net) for the second half of 2025, three gross (2.4 net) booked locations in Wilson Creek and one unbooked location near Bonnyville, Alberta. On July 18, 2025, Highwood spud the 100/02-034-061-09W4 well, its first unbooked multi-lateral openhole well ("MLOH") into our new Stacked Mannville Sands play on a contiguous 11 section unencumbered block, located near Bonnyville, Alberta. The Company anticipates having results from the first well in early Fall. As a result of significant PDP reserves growth, the Company's borrowing base has been increased from $120 million to $140 million. Furthermore, Highwood was pleased to add Business Development Bank of Canada as a new lender, joining Royal Bank of Canada, ATB Financial, Canadian Imperial Bank of Commerce and Macquarie Bank Limited. With the continued volatility in commodity prices, Highwood has strategically added hedging. Over the past two weeks, Highwood's hedging program mitigates this volatility with approximately 2,200 bbls/day of oil hedged through the remainder of 2025 at an average contract price of approximately $95.00CAD/bbl (WTI-NYMEX) and 2,050 bbls/day of oil hedged in 2026 at an average contract price of approximately $93.00CAD/bbl (WTI-NYMEX). Further, the Company also has approximately 6,000GJ/day of natural gas hedged at an average contract price of approximately $3.15/GJ (AECO). The market value of Highwood's commodity contracts is approximately $13 million in the money as of August 13, 2025. The Company is focused on reducing Net Debt / EBITDA to increase flexibility for the Company moving forward. Three Months Ended June 30, Six Months Ended June 30, 2025 2024 % 2025 2024 % Financial (expressed in thousands) Petroleum and natural gas sales $ 24,973 $ 38,729 (36) $ 52,953 $ 67,818 (22) Transportation pipeline revenues 577 698 (17) 1,176 1,387 (15) Total revenues, net of royalties (1) 37,125 34,308 8 58,135 50,277 16 Income (loss) 13,385 10,475 28 15,740 9,931 58 Funds flow from operating activities (5) 13,395 19,821 (32) 25,299 34,548 (27) Adjusted EBITDA (5) 15,154 22,462 (33) 28,844 39,897 (28) Capital expenditures 9,016 9,047 - 42,188 34,704 22 Net debt (2) 117,936 98,438 21 Shareholder's equity (end of period) 147,906 114,004 30 Shares outstanding (end of period) (6) 14,461 14,838 (3) Weighted-average basic shares outstanding 14,564 14,907 (2) Operations (3) Production Crude oil (bbls/d) 2,861 3,947 (27) 2,843 3,536 (20) NGLs (boe/d) 915 946 (3) 907 766 18 Natural gas (mcf/d) 11,134 9,398 18 10,197 8,634 18 Total (boe/d) 5,632 6,459 (13) 5,449 5,741 (5) Average realized prices (4) Crude oil (Cdn$/bbl) 79.58 98.22 (19) 85.63 94.39 (9) NGL (Cdn$/boe) 28.26 28.61 (2) 30.82 32.12 (4) Natural gas (Cdn$/mcf) 1.87 1.16 62 2.08 1.65 26 Operating netback (per BOE) (7) 26.52 40.69 (35) 28.60 39.45 (28) (1) Includes unrealized gain and losses on commodity contracts. (2) Net debt consists of bank debt, promissory note, long-term accounts payable and accrued liabilities and working capital surplus (deficit) excluding commodity contract assets and/or liabilities, current portion of decommissioning liabilities and lease liabilities. (3) For a description of the boe conversion ratio, see " Caution Respecting Reserves Information — Basis of Barrel of Oil Equivalent". (4) Before hedging. (5) See " Non-GAAP and Other Specified Financial Measures". (6) Shares outstanding is adjusted for treasury shares purchased and held in trust. (7) See " Non-GAAP and Other Specified Financial Measures". Operational Update During the first half of 2025 the Company focused primarily on the execution of its capital program. During this period, the Company executed a $40 million capital program which included the completion and equipping of one well spud in December 2024 and seven gross (5.2 net) additional wells being drilled, which represents approximately 2/3rds of the Company's annual capital program with the balance to be incurred in the second half of 2025. One well was brought online in the first quarter, five gross (4.2) were brought online in the second quarter and the 13-15-048-14W5 well will be brought online in the third quarter of 2025. The Company expects that the well near Bonnyville, Alberta will be online prior to the end of August 2025. The Company will continue to review and assess opportunities which are accretive to the Company as Highwood seeks to grow its operations. The Company will also continue to assess land offerings in strategic areas where the Company sees significant growth opportunities. Outlook The primary focus over the near-term is the execution of the Company's 2025 capital program while continuing to focus on shareholder returns. At June 30, 2025, Highwood had approximately $325 million in tax pools, including approximately $100 million in non-capital losses. Highwood does not anticipate being cash taxable for approximately two to three years. Corporately, the Company is dedicated to growing Free Cash Flow, on a per share basis, while using prudent leverage to provide maximum flexibility for organic growth and/or other strategic M&A opportunities, with a longer-term goal to provide significant return of capital to shareholders. The Company will also continue to assess land offerings in strategic areas where the Company sees significant growth opportunities. Forward-Looking Information Certain information contained in the press release may constitute forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities legislation that involve known and unknown risks, assumptions, uncertainties and other factors. Forward-looking statements may be identified by words like "anticipates", "estimates", "expects", "indicates", "intends", "may", "could" "should", "would", "plans", "target", "scheduled", "projects", "outlook", "proposed", "potential", "will", "seek" and similar expressions. Forward-looking statements in this press release include statements regarding, among other things: plans to continue the Company's active capital program while commodity prices remain strong; Highwood's business, strategy, objectives, strengths and focus; the Company's drilling plans and expectations; and the performance and other characteristics of the Company's properties and expected results from its assets. Such statements reflect the current views of management of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause results to differ materially from those expressed in the forward-looking statements. With respect to forward-looking statements contained in this press release, the Company has made assumptions regarding, among other things: that commodity prices will be consistent with the current forecasts of its engineers; field netbacks; the accuracy of reserves estimates; average production rates; costs to drill, complete and tie-in wells; ultimate recovery of reserves; that royalty regimes will not be subject to material modification; future exchange and interest rates; supply of and demand for commodities; inflation; the availability of capital on satisfactory terms; the availability and price of labour and materials; the impact of increasing competition; conditions in general economic and financial markets; that the Company will be able to access capital, including debt, on acceptable terms; the receipt and timing of regulatory, exchange and other required approvals; the ability of the Company to implement its business strategies and complete future acquisitions; the Company's long term business strategy; and effects of regulation by governmental agencies. Factors that could cause actual results to vary from forward-looking statements or may affect the operations, performance, development and results of the Company's businesses include, among other things: assumptions concerning operational reliability; risks inherent in the Company's future operations; the Company's ability to generate sufficient cash flow from operations to meet its future obligations; increases in maintenance, operating or financing costs; the realization of the anticipated benefits of future acquisitions, if any; the availability and price of labour, equipment and materials; competitive factors, including competition from third parties in the areas in which the Company intends to operate, pricing pressures and supply and demand in the oil and gas industry; fluctuations in currency and interest rates; inflation; risks of war, hostilities, civil insurrection, pandemics, political and economic instability overseas and its effect on commodity pricing and the oil and gas industry (including ongoing military actions between Russia and Ukraine and the crisis in Israel and Gaza); severe weather conditions and risks related to climate change, such as fire, drought and flooding; terrorist threats; risks associated with technology; changes in laws and regulations, including environmental, regulatory and taxation laws, and the interpretation of such changes to the management team's future business; availability of adequate levels of insurance; difficulty in obtaining necessary regulatory approvals and the maintenance of such approvals; general economic and business conditions and markets; and such other similar risks and uncertainties. The impact of any one assumption, risk, uncertainty or other factor on a forward-looking statement cannot be determined with certainty, as these are interdependent and the Company's future course of action depends on the assessment of all information available at the relevant time. For additional risk factors relating to Highwood, please refer to the Company's annual information form and management discussion and analysis for the year ended December 31, 2024, as well as the Company's management discussion and analysis for the period ended June 30, 2025, which are available on the Company's SEDAR+ profile at The forward-looking statements contained in this press release are made as of the date hereof and the parties do not undertake any obligation to update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Short Term Results. References in this press release to production test rates, initial test production rates, 7-day initial production rates, 30-day initial production rates and other short-term production rates that are useful in confirming the presence of hydrocarbons; however, such rates are not determinative of the rates at which such wells will commence production and decline thereafter and are not indicative of long term performance or of ultimate recovery. While encouraging, readers are cautioned not to place reliance on such rates in calculating the aggregate production for Highwood. A pressure transient analysis or well-test interpretation has not been carried out in respect of all wells. Accordingly, the Company cautions that the test results should be considered to be preliminary. FOFI Disclosure. This press release contains future-oriented financial information and financial outlook information (collectively, " FOFI") about Highwood's prospective results of operations and production, and components thereof, all of which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. FOFI contained in this press release was made as of the date of this press release and was provided for the purpose of providing further information about Highwood's anticipated future business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this press release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this press release should not be used for purposes other than for which it is disclosed herein. All FOFI contained in this press release complies with the requirements of Canadian securities legislation, including Canadian Securities Administrators' National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. Changes in forecast commodity prices, differences in the timing of capital expenditures and variances in average production estimates can have a significant impact on the key performance metrics included in the Company's guidance for the full year 2025 contained in this news release. The Company's actual results may differ materially from such estimates. Currency. All amounts in this press release are stated in Canadian dollars unless otherwise specified. Abbreviations. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release. Caution Respecting Reserves Information Readers should see the "Selected Technical Terms" in the Company's Annual Information Form dated March 21, 2025 that is available on the Company's SEDAR+ profile at for the definition of certain oil and gas terms. Disclosure in this news release of oil and gas information is presented in accordance with generally accepted industry practices in Canada and National Instrument 51-101 — Standards of Disclosure for Oil and Gas Activities (" NI 51-101"). Specifically, other than as noted herein, the oil and gas information regarding the Company presented in this news release is based on the report prepared by GLJ Ltd., independent petroleum consultants of Calgary, Alberta and dated March 7, 2025 evaluating the light and medium crude oil, conventional natural gas, shale gas, and natural gas liquids reserves attributable to Highwood's properties at December 31, 2024 (the " Reserves Report"). This news release may disclose potential future drilling locations in two categories: (a) booked locations; and (b) unbooked locations. Booked locations are proposed drilling locations identified in the Reserves Report that have proved and/or probable reserves, as applicable, attributed to them in the Reserves Report. Unbooked locations are internal estimates based on prospective acreage and an assumption as to the number of wells that can be drilled per section based on industry practice and internal technical analysis review. Unbooked locations have been identified by members of management. Unbooked locations do not have proved or probable reserves attributed to them in the Reserves Report. Highwood's ability to drill and develop these locations and the drilling locations on which Highwood actually drills wells depends on a number of known and unknown risks and uncertainties. As a result of these risks and uncertainties, there can be no assurance that the potential future drilling locations identified in this news release will ever be drilled or if Highwood will be able to produce crude oil, natural gas and natural gas liquids from these or any other potential drilling locations. The net present value of future net revenues attributable to reserves and resources included in this news release do not represent the fair market value of such reserves and resources. There is no assurance that the forecast prices and costs assumptions will be attained, and variances could be material. The recovery and reserve estimates of reserves and resources provided in this news release are estimates only and there is no guarantee that the estimated reserves or resources will be recovered. Actual reserves and resources may be greater or less than the estimates provided in this news release. The estimates of reserves and future net revenue for individual properties in this news release may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation. Basis of Barrels of Oil Equivalent – In this news release, the abbreviation boe means a barrel of oil equivalent on the basis of 1 boe to 6 Mcf of natural gas when converting natural gas to boes. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf to 1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Additionally, given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion ratio at 6:1 may be misleading. References to "liquids" in this news release refer to, collectively, heavy crude oil, light crude oil and medium crude oil combined, and natural gas liquids. Non-GAAP and other Specified Financial Measures This news release contains financial measures commonly used in the oil and natural gas industry, including "Net Debt" and "Net Debt / 2025 Exit EBITDA". These financial measures do not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. Readers are cautioned that these non-IFRS measure should not be construed as an alternative to other measures of financial performance calculated in accordance with IFRS. These non-IFRS measures provides additional information that Management believes is meaningful in describing the Company's operational performance, liquidity and capacity to fund capital expenditures and other activities. Management believes that the presentation of these non-IFRS measures provide useful information to investors and shareholders as the measures provide increased transparency and the ability to better analyze performance against prior periods on a comparable basis. "Adjusted EBITDA" is calculated as cash flow from (used in) operating activities, adding back changes in non-cash working capital, decommissioning obligation expenditures, transaction costs and interest expense. The Company considers Adjusted EBITDA to be a key capital management measure as it is both used within certain financial covenants anticipated to be prescribed under its credit facilities and demonstrates Highwood's standalone profitability, operating and financial performance in terms of cash flow generation, adjusting for interest related to its capital structure. The most directly comparable GAAP measure is cash flow from (used in) operating activities. "Adjusted funds flow" The Company considers adjusted funds flow to be a key capital management measure as it demonstrates the Company's ability to generate required funds to manage production levels and fund future capital investment. The Company calculates adjusted funds flow as adjusted EBITDA less net interest and adjusting for decommissioning expenditures incurred. "EBITDA" is a non-GAAP financial measure and may not be comparable with similar measures presented by other companies. EBITDA is used as an alternative measure of profitability and attempts to represent the cash profit generated by the Company's operations. The most directly comparable GAAP measure is cash flow from (used in) operating activities. EBITDA is calculated as cash flow from (used in) operating activities, adding back changes in non-cash working capital, decommissioning obligation expenditures and interest expense. "Free Cash Flow" is used as an indicator of the efficiency and liquidity of the Company's business, measuring its funds after capital expenditures available to manage debt levels, pursue acquisitions and assess the optionality to pay dividends and/or return capital to shareholders though activities such as share repurchases. The most directly comparable GAAP measure is cash flow from (used in) operating activities. Free Cash Flow is calculated as cash flow from (used in) operating activities, less interest, office lease expenses, cash taxes and capital expenditures. "funds flow from operations" is calculated as cash flow from (used in) operating activities before changes in working capital and long term accounts payable. "Net Debt" represents the carrying value of the Company's debt instruments, including outstanding deferred acquisition payments, net of Adjusted working capital. The Company uses Net Debt as an alternative to total outstanding debt as Management believes it provides a more accurate measure in assessing the liquidity of the Company. The Company believes that Net Debt can provide useful information to investors and shareholders in understanding the overall liquidity of the Company. " Net Debt / EBITDA" is calculated as net debt at the ending period of each financial quarter divided by the EBITDA for that period. The Company believes that Net Debt / EBITDA is useful information to investors and shareholders in understanding the time frame, in years, it would take to eliminate Net Debt based on current period Exit EBITDA. SOURCE Highwood Asset Management Ltd.
