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Probe Gold Announces Positive Geochemical Results; Confirms Non-Acid-Generating, Non-Leachable Classification for Novador Mine Project Waste Rock and Tailings

Probe Gold Announces Positive Geochemical Results; Confirms Non-Acid-Generating, Non-Leachable Classification for Novador Mine Project Waste Rock and Tailings

Globe and Mail18-02-2025

Highlights :
Geochemical studies conducted in 2023 and 2024 confirm earlier results that waste rock, and tailings pose a very low risk of acid generation and metal leaching, meeting regulatory standards.
Kinetic field tests confirm non-acid-generating, non-leachable classification for the waste rock in the Monique sector of the Novador mining project. Kinetic tests for Pascalis and Courvan sectors will be completed in 2025-2026.
This classification will lower mining infrastructure costs and facilitate permitting of the project.
Results indicate a very low risk of environmental contamination, especially for surface water and groundwater.
TORONTO, Feb. 18, 2025 (GLOBE NEWSWIRE) -- Probe Gold Inc (TSX: PRB) (OTCQB: PROBF) (" Probe" or the " Company") is pleased to announce positive results from geochemical characterization studies at its Novador mine project in Val-d'Or, Quebec. These environmental geochemistry programs assessed various mining materials, including waste rock, mineralized rock, and tailings from metallurgical testing, to determine their acid-generating and metal-leaching potential. Results to date indicate that the materials are non-acid-generating and non-leachable. This favorable classification will support the development of the Novador project by lowering mining infrastructure costs for material handling and simplifying monitoring during operations and post-closure.
David Palmer, President and CEO of Probe, said: 'The geochemical characterization results for the Novador mining project are highly encouraging from both environmental and permitting perspectives. We have consistently demonstrated that the mining materials are non-acid-generating and non-leachable in metals, significantly reducing the risk of environmental contamination, particularly for surface and groundwater. This positive classification not only supports responsible mining practices but also presents an opportunity to repurpose these materials for mine site infrastructure and reclamation, reinforcing our commitment to sustainable development. This is another important step in advancing Novador towards permitting and adding significant value to our project.'
Environmental Geochemical Characterization Program (Static Testing)
Objectives and Methodology
The environmental geochemical characterization programs followed rigorous testing protocols recommended by Quebec's Ministry of the Environment, the Fight Against Climate Change, Wildlife and Parks (' MELCCFP '). These tests assessed the geochemical properties of mining materials through chemical composition analysis, acid-base accounting evaluations, and leaching tests. Additionally, mineralogical analyses were conducted to further refine the characterization.
The primary objective of these tests was to evaluate the acid-generating and metal-leaching potential of the mining materials. This assessment was based on the MELCCFP characterization guide for Quebec (the " Guide") and Report 1.20.1 of the Mine Environment Neutral Drainage (' MEND') Program, a widely recognized standard in Canada.
To ensure accuracy and representativeness, a rigorous sample selection process was undertaken. A total of 409 drill core samples were collected to characterize waste rock and mineralized rock from the Novador mining project, distributed as follows:
Monique sector: 190 samples
Pascalis sector: 92 samples
Courvan sector: 127 samples
Additionally, 10 tailings samples from metallurgical testing were collected for geochemical analysis. The geochemical characterization programs, conducted by Lamont Inc. (Mining environmental services company) and Probe, were implemented between 2017 and 2024. The sampling strategy provided broad spatial coverage across the three gold corridors, ensuring representation of all lithological units, alteration patterns, and mineralization types. Sample distribution was proportionally aligned with the tonnages defined in the 2024 Preliminary Economic Assessment (PEA) update (see press release from February 13, 2024).
This systematic approach strengthens the validity of the results, providing a solid foundation for environmental planning and sustainable development at Novador.
Results
The geochemical characterization results confirm that the mining materials at the Novador project are non-acid-generating and non-leachable.
The high carbonate content of the host rocks provides a strong neutralization potential, effectively counteracting any acidity produced by sulfide oxidation. Mineralogical analyses further validate these findings, aligning with chemical assay results.
To evaluate metal leaching potential, metal concentrations—measured using the aqua regia extraction method—were compared to background levels of the Superior geological province, as outlined in the MELCCFP Guide. Samples exceeding background levels underwent additional testing using TCLP, SPLP, and CTEU-9 leaching tests, as recommended by the Guide.
Metal concentrations in Novador mining materials are generally below background levels, except for copper and, occasionally, manganese in all lithological units.
In ultramafic and mafic units, nickel and chromium were found above background levels.
However, leaching tests under neutral to slightly acidic conditions confirmed that these metals are not leachable.
Since the mine materials are non-acid-generating, these results accurately reflect conditions expected during and after mining, reinforcing their classification as non-leachable.
All analytical programs (2017–2024) were conducted at AGAT Laboratories (Montreal, Mississauga, Burnaby) and Techni-Lab (Ste-Germaine-Boulé, Quebec), with some tests subcontracted to Eurofins Environex (Longueuil) and Actlabs (Ancaster). Laboratories in Quebec are MELCCFP-accredited, ensuring compliance with regulatory standards. The entire process, including testing and data compilation, was rigorously supervised by Lamont's qualified personnel.
Field Column test Program (Kinetic Tests)
Objectives and Methodology
In 2023, a program of kinetic field tests was launched to thoroughly assess the quality of water interacting with materials from the Novador mining project. These tests utilized 1.5-meter-high high-density polyethylene columns, which were installed on-site at the Novador mine (see Figure 1). Conducted using mine waste rock from the Monique sector, the tests began in 2023 and concluded at the end of 2024. Additional testing is planned for 2025–2026, focusing on waste rock from the Pascalis and Courvan sectors of the Novador mining project.
Figure 1: Polyethylene columns installed at the Novador mine site
Testing Methodology
The trials evaluated different lithologies and waste rock composites from each mineralized zone in the Monique area. The columns were filled with drill core intervals carefully selected from the geological database based on their descriptions, spatial distribution, and available chemical analyses. During column assembly, samples were collected for geochemical characterization. The columns were then placed at the Novador mine site and exposed to real climatic conditions. Precipitation was the sole water source, percolating through the columns and collecting at the base after contact with the mine waste rock. Water samples were taken monthly by Probe personnel under Lamont's supervision. Some measurements were conducted on-site, while collected samples were sent to the laboratory the same day to meet preservation requirements.
Results
Chemical analysis of the drill core samples confirmed their similarity to the 190 samples from the Monique sector previously characterized in static tests. This validated both the representativeness of the selected intervals and the reliability of the kinetic test results.
Water analysis results indicate that mine waste rock in the Monique area is alkaline and does not generate acid mine drainage. Most pH values range between 7.0 and 9.5, with all lithologies and waste rock composites contributing to water alkalinity. Minimal acidity is produced, which is quickly neutralized. Sulphate and metal concentrations remain very low, further supporting static test results that suggest a low risk of acid mine drainage and metal leaching.
Drill core sample analyses were conducted at Techni-Lab in Ste-Germaine-Boulé, Quebec, with Actlabs in Ancaster, Ontario, subcontracted for select tests. Water analyses were performed at H2Lab in Rouyn-Noranda, Quebec. All Quebec-based laboratories are accredited by the MELCCFP. The kinetic testing program and data compilation were rigorously supervised by Lamont's qualified personnel.
Next Steps
Probe plans to integrate the results from the environmental geochemical characterization program into the block models for the Novador mining project. This integration will enhance the management of mining materials by representing deposits in three dimensions and identifying areas with potentially higher concentrations of sulfides or metals within the scope of the mining plan.
In parallel, additional geochemical programs will be launched to further expand the geochemical database required for the upcoming environmental impact assessment. These programs will include the geochemical characterization of waste rock and mineralized rock from underground developments, as well as an assessment of the overburden. Kinetic field tests for the Pascalis and Courvan sectors, alongside laboratory analyses, will be conducted to validate the results obtained thus far. The data collected from these tests will be integral to hydrogeological modeling, water balance modeling, and water quality studies.
Preliminary results from the tests on mine waste rock indicate that it meets provincial standards and may be suitable for use as "construction materials." The next steps will involve engaging with the provincial government to obtain the necessary authorizations.
Qualified Persons
The scientific and technical content of this press release has been prepared, reviewed and approved by Ms. Maude Lévesque Michaud, P.Eng. and has been reviewed and approved by Mr. Yves Dessureault, P.Eng, Chief Operating Officer of Probe, each a "Qualified Person" as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"). Ms. Lévesque Michaud works for Geodoz conseil Inc. and is considered "independent" of Probe for the purposes of section 1.5 of NI 43-101.
About Probe's Novador Project
Since 2016, Probe Gold has been consolidating its land position in the highly prospective Val-d'Or East region of the province of Quebec, with a district-scale land package of 835 square kilometres that represents one of the largest landholdings in the Val-d'Or mining camp. The Novador project represents a 202-square-kilometer property block that hosts four former producing mines (Béliveau Mine, Bussière Mine, Monique Mine and Beaufor Mine) and contains of the company's gold resources in Val-d'Or East. Novador is located in a politically stable, low-cost mining environment with numerous producers and mills in operation.
About Lamont
Lamont Inc. has been providing mining environmental services for over a decade. The company's expertise in environmental project coordination, geochemical characterization of mine materials, water, waste rock and tailings management, mine site closure and environmental assessments is recognized throughout the mining industry. Most of Lamont's projects are in Quebec, and the company has in-depth knowledge of provincial and federal regulatory frameworks.
About Geodoz Conseil
Geodoz conseil Inc. offers mining environment and geochemical characterization services. Newly created, Geodoz conseil has built its foundations on the expertise acquired in these fields over nearly 15 years by the professionals who represent it.
About Probe Gold
Probe Gold Inc. is a leading Canadian company focused on the acquisition, exploration and development of high-potential gold properties. The company is well-funded and dedicated to the exploration and development of high-quality gold projects. It owns 100% of its flagship multi-million-ounce Novador gold project in Quebec, as well as an early-stage Detour Gold project in Quebec. Probe controls a vast exploration land package of some 1,835 square kilometres in some of Quebec's most prolific gold belts. The company's recently updated Novador preliminary economic assessment presents a robust mining plan with average annual production of 255,000 ounces of gold over a 12.6-year mine life. The Val-d'Or properties comprise gold resources totalling 6,728,600 ounces in the measured and indicated category and 3,277,100 ounces in the inferred category along all trends and deposits.
On behalf of Probe Gold Inc,
Dr. David Palmer,
Chairman and Chief Executive Officer
For further information:
Please visit our website at www.probegold.com or contact us :
Seema Sindwani
Vice President, Investor Relations
info@probegold.com
+1.416.777.9467
Forward-looking statements
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release. This press release contains certain "forward-looking statements" which are not historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a particular outcome or condition to occur. Forward-looking statements may be identified by words such as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will" or "plans". Because forward-looking statements are based on assumptions and relate to future events and conditions, they inherently involve risks and uncertainties. Although these statements are based on information currently available to the company, the company cannot guarantee that actual results will correspond to management's expectations. The risks, uncertainties and other factors associated with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied in such forward-looking information. Forward-looking information contained in this press release includes, but is not limited to, that the Property offers significant potential for high-grade gold mineralization and new discoveries, and offers considerable exploration value, the potential to define high-quality drill targets, particularly in the Lacoma area and beyond, the Company's future objectives, goals or plans, representations, exploration results, potential mineralization, mineral resource estimates, exploration and mine development plans, timing of commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the timely receipt of all regulatory and third-party approvals for property acquisition, the inability to identify mineral resources, the inability to convert estimated mineral resources into reserves, inability to complete a feasibility study that recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or inability to obtain governmental, environmental or other project approvals, political risks, inability to fulfill obligations to accommodate First Nations and other indigenous peoples, uncertainties about the availability and cost of future financing, stock market fluctuations, inflation, currency fluctuations, commodity price fluctuations, delays in project development, capital and operating costs that vary significantly from estimates, and other risks inherent in the mineral exploration and development industry, the inability to predict and counter the effects of COVID-19 on the Company's business, including, but not limited to, the effects of COVID-19 on commodity prices, capital market conditions, labor restrictions, international travel and supply chains, as well as the risks described in the Company's public filings on SEDAR. Although the Company believes that the assumptions and factors applied in preparing the forward-looking information contained in this press release are reasonable, undue reliance should not be placed on this information, which only applies as of the date of this press release, and no assurance can be given that these events will occur in the time frames indicated or at all. The company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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Although the Company believes that the assumptions underlying such forward-looking information were reasonable when made, they are inherently uncertain and are subject to significant risks and uncertainties and may prove to be incorrect. The Company cautions investors that forward-looking information is not a guarantee of the future and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this press release. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties and other factors, including but not limited to the risks identified herein, including " Summary of Factors Affecting Our Performance" of the Annual MD&A, or in the " Risk Factors" section of the Company's most recently filed annual information form, in each case filed under the Company's profile on SEDAR+ at If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking information prove incorrect, actual results might vary materially from those anticipated in the forward-looking information. Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking information, including any financial outlook. Any forward-looking information that is contained in this press release speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking information or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. D2L is transforming the way the world learns—helping learners of all ages achieve more than they dreamed possible. Working closely with customers all over the world, D2L is supporting millions of people learning online and in person. Our global workforce is dedicated to making the best learning products to leave the world better than they found it. Learn more at D2L INC. Condensed Consolidated Interim Statements of Financial Position (In U.S. dollars) As at April 30, 2025 and January 31, 2025 (Unaudited) April 30, 2025 January 31, 2025 Assets Current assets: Cash and cash equivalents $ 92,526,834 $ 99,184,514 Trade and other receivables 24,372,457 26,430,586 Uninvoiced revenue 2,969,131 2,756,998 Prepaid expenses 7,789,390 7,564,837 Deferred commissions 5,139,987 5,106,976 132,797,799 141,043,911 Non-current assets: Other receivables 400,458 422,589 Prepaid expenses 314,523 308,235 Deferred income taxes 15,872,360 18,115,730 Right-of-use assets 8,026,078 7,450,545 Property and equipment 7,049,725 7,125,272 Deferred commissions 6,954,101 6,909,439 Loan receivable from associate 9,295,669 9,123,399 Intangible assets 17,852,622 17,135,529 Goodwill 27,019,307 25,286,222 Total assets $ 225,582,642 $ 232,920,871 Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 35,417,661 $ 30,504,085 Deferred revenue 85,411,389 97,454,306 Lease liabilities 1,545,432 1,201,604 Contingent consideration 5,005,457 4,927,193 127,379,939 134,087,188 Non-current liabilities: Deferred income taxes 4,031,858 4,110,030 Lease liabilities 10,391,849 9,977,941 14,423,707 14,087,971 141,803,646 148,175,159 Shareholders' equity: Share capital: 367,125,848 367,487,956 Additional paid-in capital 45,380,347 48,263,266 Accumulated other comprehensive loss (4,696,131) (7,456,599) Deficit (324,031,068) (323,548,911) 83,778,996 84,745,712 Related party transactions Investment in associate Total liabilities and shareholders' equity $ 225,582,642 $ 232,920,871 D2L INC. Condensed Consolidated Interim Statements of Comprehensive Income (Loss) (In U.S. dollars) For the three months ended April 30, 2025 and 2024 (Unaudited) 2025 2024 Revenue: Subscription and support $ 47,735,572 $ 42,953,475 Professional services and other 5,099,599 5,541,417 52,835,171 48,494,892 Cost of revenue: Subscription and support 11,840,420 11,946,610 Professional services and other 3,964,545 3,870,868 15,804,965 15,817,478 Gross profit 37,030,206 32,677,414 Expenses: Sales and marketing 13,668,739 12,904,939 Research and development 11,459,714 12,290,771 General and administrative 8,386,362 8,099,431 33,514,815 33,295,141 Income (loss) from operations 3,515,391 (617,727) Interest and other income (expenses): Interest expense (220,129) (160,660) Interest income 717,052 1,084,045 Other income 315,059 59,476 Foreign exchange gain 1,536,516 230,781 2,348,498 1,213,642 Income before income taxes 5,863,889 595,915 Income taxes expense (recovery): Current 571,177 50,745 Deferred 2,024,408 (27,096) 2,595,585 23,649 Income for the period 3,268,304 572,266 Other comprehensive gain (loss): Foreign currency translation gain (loss) 2,760,468 (795,690) Comprehensive income (loss) $ 6,028,772 $ (223,424) Earnings per share – basic $ 0.06 $ 0.01 Earnings per share – diluted 0.06 0.01 Weighted average number of common shares – basic 54,689,330 54,015,602 Weighted average number of common shares – diluted 56,137,363 55,723,344 D2L INC. Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (In U.S. dollars) For the three months ended April 30, 2025 and 2024 (Unaudited) Share Capital Additional paid-in capital Accumulated other comprehensive loss Deficit Total Shares Amount Balance, January 31, 2025 54,653,174 $ 367,487,956 $ 48,263,266 $ (7,456,599) $ (323,548,911) $ 84,745,712 Issuance of Subordinate Voting Shares on exercise of options 13,734 120,279 (88,253) — — 32,026 Issuance of Subordinate Voting Shares on settlement of restricted share units 370,200 1,328,952 (5,292,603) — — (3,963,651) Stock-based compensation — — 3,213,041 — — 3,213,041 Reduction in excess tax benefit on stock-based compensation — — (715,104) — — (715,104) Repurchase of share capital for cancellation under NCIB (168,800) (1,811,339) — — — (1,811,339) Share repurchase commitment under the ASPP — — — — (3,750,461) (3,750,461) Other comprehensive income — — — 2,760,468 — 2,760,468 Income for the period — — — — 3,268,304 3,268,304 Balance, April 30, 2025 54,868,308 $ 367,125,848 $ 45,380,347 $ (4,696,131) $ (324,031,068) $ 83,778,996 Balance, January 31, 2024 53,978,085 $ 364,830,884 $ 47,485,107 $ (4,998,317) $ (350,437,401) $ 56,880,273 Issuance of Subordinate Voting Shares on exercise of options 206,299 1,739,261 (900,761) — — 838,500 Issuance of Subordinate Voting Shares on settlement of restricted share units 194,483 965,967 (2,587,799) — — (1,621,832) Stock-based compensation — — 2,332,754 — — 2,332,754 Repurchase of share capital for cancellation under NCIB (131,380) (1,021,919) — — — (1,021,919) Share repurchase commitment under the ASPP — — — — 284,181 284,181 Other comprehensive loss — — — (795,690) — (795,690) Income for the period — — — — 572,266 572,266 Balance, April 30, 2024 54,247,487 $ 366,514,193 $ 46,329,301 $ (5,794,007) $ (349,580,954) $ 57,468,533 D2L INC. Condensed Consolidated Interim Statements of Cash Flows (In U.S. dollars) For the three months ended April 30, 2025 and 2024 (Unaudited) 2025 2024 Operating activities: Income for the period $ 3,268,304 $ 572,266 Items not involving cash: Depreciation of property and equipment 392,558 436,493 Depreciation of right-of-use assets 347,334 286,692 Amortization of intangible assets 557,631 27,967 Gain on disposal of property and equipment (16,825) (45,803) Stock-based compensation 3,213,041 2,332,754 Net interest income (496,923) (923,385) Income tax expense 2,595,585 23,649 Fair value gain on loan receivable from associate (172,270) — Changes in operating assets and liabilities: Trade and other receivables 3,684,970 (2,528,272) Uninvoiced revenue (133,791) 168,438 Prepaid expenses 153,112 2,116,314 Deferred commissions 369,573 (191,409) Accounts payable and accrued liabilities (1,189,037) (6,008,716) Deferred revenue (14,399,467) (12,109,523) Right-of-use assets and lease liabilities — (43,743) Interest received 710,627 1,077,425 Interest paid (1,633) (12,633) Income taxes paid (738,303) (4,239) Cash flows used in operating activities (1,855,514) (14,825,725) Financing activities: Payment of lease liabilities (487,522) (405,727) Proceeds from exercise of stock options 32,026 838,500 Taxes paid on settlement of restricted share units (3,963,651) (1,621,832) Repurchase of share capital for cancellation under NCIB (1,811,339) (1,021,919) Cash flows used in financing activities (6,230,486) (2,210,978) Investing activities: Purchase of property and equipment (1,737) (171,869) Proceeds from disposal of property and equipment 16,825 45,803 Cash flows from (used in) investing activities 15,088 (126,066) Effect of exchange rate changes on cash and cash equivalents 1,413,232 (929,583) Decrease in cash and cash equivalents (6,657,680) (18,092,352) Cash and cash equivalents, beginning of period 99,184,514 116,943,499 Cash and cash equivalents, end of period $ 92,526,834 $ 98,851,147 Non-IFRS Financial Measures and Reconciliation of Non-IFRS Financial Measures The information presented within this press release refers to certain non-IFRS financial measures (including non-IFRS ratios) including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Margin, and Constant Currency Revenue. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS. Non-IFRS financial measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS and are unlikely to be comparable to similar measures presented by other issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations, financial performance and liquidity from management's perspective and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of the Company. The Company's management also uses non-IFRS financial measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to assess our ability to meet our capital expenditures and working capital requirements. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA is defined as income (loss), excluding interest, taxes, depreciation and amortization (or EBITDA), adjusted for stock-based compensation, foreign exchange gains and losses, non-recurring expenses, transaction-related costs, fair value adjustment of acquired deferred revenue, income (loss) from equity accounted investee, change in fair value on the loan receivable from associate, impairment charges and other income and losses. Adjusted EBITDA Margin is calculated as Adjusted EBITDA expressed as a percentage of total revenue. For an explanation of management's use of Adjusted EBITDA and Adjusted EBITDA Margin see " Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted EBITDA and Adjusted EBITDA Margin" section in the Company's Interim MD&A, which section is incorporated by reference herein. The following table reconciles Adjusted EBITDA to income for the period, and discloses Adjusted EBITDA Margin, for the periods indicated: Notes: (1) These expenses relate to non-recurring activities, such as certain legal fees incurred that are not indicative of continuing operations, and changes of workforce or technology whereby certain functions were realigned to optimize operations. (2) These expenses include post-combination compensation costs from the acquisition of H5P, and was partially offset by a gain recognized from the reduction in the second anniversary payment owed to the selling shareholders of Connected Shopping Ltd ("Connected Shopping"), a company acquired in Fiscal 2024, which was recorded through Other income. In the prior fiscal year, these expenses included post-combination compensation, legal, professional and other fees related to the acquisition activities of H5P, Connected Shopping, and the divestiture of our majority ownership stake in SkillsWave. These expenses would not have been incurred if not for these transactions and are not considered to be indicative of expenses associated with the Company's continuing operations. (3) At the date of acquisition, the Company recognized a fair value adjustment on the opening deferred revenue balance acquired as part of the H5P acquisition as required under IFRS 3, Business Combinations. This adjustment is not reflective of ordinary operations and is expected to be substantially completed by the end of Fiscal 2026. (4) On a quarterly basis, the Company determines the fair value of the loan advanced to SkillsWave. The adjustments to the fair value of the loan are not reflective of the Company's main business operations and will not impact the Company's future results beyond the maturity date of the loan on June 28, 2029. Adjusted Gross Profit and Adjusted Gross Margin Adjusted Gross Profit is defined as gross profit excluding related stock-based compensation expenses and amortization from acquired intangible assets, specifically acquired technology. Adjusted Gross Margin is calculated as Adjusted Gross Profit expressed as a percentage of total revenue. For an explanation of management's use of Adjusted Gross Profit and Adjusted Gross Margin see " Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted Gross Profit and Adjusted Gross Margin" section in the Company's Interim MD&A, which section is incorporated by reference herein. The following table reconciles Adjusted Gross Profit to gross profit, and discloses Adjusted Gross Margin, for the periods indicated: Free Cash Flow and Free Cash Flow Margin Free Cash Flow is defined as cash flows from (used in) operating activities less net additions to property and equipment. Free Cash Flow Margin is calculated as Free Cash Flow expressed as a percentage of total revenue. For an explanation of management's use of Free Cash Flow and Free Cash Flow Margin see " Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Free Cash Flow and Free Cash Flow Margin" section in the Company's Interim MD&A, which section is incorporated by reference herein. The following table reconciles Free Cash Flow to cash flow used in operating activities, and discloses Free Cash Flow Margin, for the periods indicated: Constant Currency Revenue Constant Currency Revenue is defined as our total revenue with foreign-currency-denominated revenues translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency. For an explanation of management's use of Constant Currency Revenue see " Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Constant Currency Revenue" section in the Company's Interim MD&A, which section is incorporated by reference herein. The following table reconciles our Constant Currency Revenue to revenue, for the periods indicated: Key Performance Indicators Management uses a number of metrics, including the key performance indicators identified below, to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other issuers. These metrics are estimated operating metrics and not projections, nor actual financial results, and are not indicative of current or future performance. Annual Recurring Revenue and Constant Currency Annual Recurring Revenue: We define Annual Recurring Revenue ("ARR") as the annualized equivalent value of subscription revenue from all existing customer contracts as at the date being measured, exclusive of the implementation period. Our calculation of ARR assumes that customers will renew their contractual commitments as those commitments come up for renewal. We believe ARR provides a reasonable, real-time measure of performance in a subscription-based environment and provides us with visibility for potential growth in our cash flows. We believe that increasing ARR reflects the continued strength of our business and the successful execution of our strategy. Increasing ARR will continue to be our focus on a go-forward basis. We define Constant Currency Annual Recurring Revenue as foreign-currency-denominated ARR translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency. SOURCE D2L Inc.

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