PetroTal Announces Amendment to Share Buyback Program
Calgary, Alberta and Houston, Texas--(Newsfile Corp. - April 4, 2025) - PetroTal Corp. (TSX: TAL) (AIM: PTAL) (OTCQX: PTALF) ("PetroTal" or the "Company") announces a procedural update to its normal course issuer bid (the "NCIB").
Further to the NCIB renewal announcement on May 22, 2024, Common Shares purchased under PetroTal's NCIB will either be cancelled or, where appropriate, temporarily held in treasury to satisfy employee share awards. All other details of the NCIB remain unchanged from the renewal announcement on May 22, 2024.
ABOUT PETROTAL
PetroTal is a publicly traded, tri‐quoted (TSX: TAL) (AIM: PTAL) (OTCQX: PTALF) oil and gas development and production Company domiciled in Calgary, Alberta, focused on the development of oil assets in Peru. PetroTal's flagship asset is its 100% working interest in Bretana oil field in Peru's Block 95 where oil production was initiated in June 2018. In early 2022, PetroTal became the largest crude oil producer in Peru. The Company's management team has significant experience in developing and exploring for oil in Peru and is led by a Board of Directors that is focused on safely and cost effectively developing the Bretana oil field. It is actively building new initiatives to champion community sensitive energy production, benefiting all stakeholders.
For further information, please see the Company's website at www.petrotal-corp.com, the Company's filed documents at www.sedarplus.ca, or below:
Camilo McAllisterExecutive Vice President and Chief Financial OfficerCmcallister@PetroTal-Corp.comT: (386) 383 1634
Manolo ZunigaPresident and Chief Executive OfficerMzuniga@PetroTal-Corp.comT: (713) 609-9101
PetroTal Investor RelationsInvestorRelations@PetroTal-Corp.com
Celicourt CommunicationsMark Antelme / Jimmy Leapetrotal@celicourt.uk T : 44 (0) 20 7770 6424
Strand Hanson Limited (Nominated & Financial Adviser)Ritchie Balmer / James Spinney / Robert CollinsT: 44 (0) 207 409 3494
Stifel Nicolaus Europe Limited (Joint Broker)Callum Stewart / Simon Mensley / Ashton ClanfieldT: +44 (0) 20 7710 7600
Peel Hunt LLP (Joint Broker)Richard Crichton / David McKeown / Georgia LangoulantT: +44 (0) 20 7418 8900
READER ADVISORIES
FORWARD-LOOKING STATEMENTS: This press release contains certain statements that may be deemed to be forward-looking statements. Such statements relate to possible future events relating to the renewal of the NCIB and the ASPP, including, but not limited to: the duration of the NCIB and potential purchases thereunder (including those made under the ASPP); anticipated advantages of the NCIB to the Company's shareholders including in respect of the Company's expectations of enhanced total long-term shareholder returns, increased Common Share value correlating with improved per share metrics and positive impact on shareholder sentiment. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "believe", "expect", "plan", "estimate", "potential", "will", "should", "continue", "may", "objective", "intend" and similar expressions. The forward-looking statements provided in this press release are based on management's current belief, based on currently available information, as to the outcome and timing of future events.
PetroTal cautions that its intention to proceed with the NCIB and other forward-looking statements relating to PetroTal are subject to all of the risks, uncertainties and other factors, which may cause the actual results, performance, capital expenditures or achievements of the Company to differ materially from anticipated future results, performance, capital expenditures or achievement expressed or implied by such forward-looking statements, including the Company's intentions regarding the NCIB and its ability to achieve related anticipated benefits. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, but are not limited to, business performance, legal and legislative developments including changes in tax laws and legislation affecting the oil and gas industry, credit ratings and risks, fluctuations in interest rates and currency values, changes in the financial landscape both domestically and abroad, including volatility in the stock market and financial system, wars (including Russia's war in Ukraine and the Israeli-Hamas conflict), regulatory developments, commodity price volatility, price differentials and the actual prices received for products, exchange rate fluctuations, legal, political and economic instability in Peru, access to transportation routes and markets for the Company's production, changes in legislation affecting the oil and gas industry, changes in the financial landscape both domestically and abroad (including volatility in the stock market and financial system) and the occurrence of weather-related and other natural catastrophes. Readers are cautioned that the foregoing list of factors is not exhaustive. Please refer to the annual information form for the year ended December 31, 2024 and the management's discussion and analysis for the three and twelve months ended December 31, 2024 for additional risk factors relating to PetroTal, which can be accessed either on PetroTal's website at www.petrotal-corp.com or under the Company's profile on www.sedarplus.ca. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247280
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Learn more at D2L 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 $ 99,184,514Trade and other receivables 24,372,457 26,430,586Uninvoiced revenue 2,969,131 2,756,998Prepaid expenses 7,789,390 7,564,837Deferred commissions 5,139,987 5,106,976 132,797,799 141,043,911 Non-current assets:Other receivables 400,458 422,589Prepaid expenses 314,523 308,235Deferred income taxes 15,872,360 18,115,730Right-of-use assets 8,026,078 7,450,545Property and equipment 7,049,725 7,125,272Deferred commissions 6,954,101 6,909,439Loan receivable from associate 9,295,669 9,123,399Intangible assets 17,852,622 17,135,529Goodwill 27,019,307 25,286,222Total assets $ 225,582,642 $ 232,920,871 Liabilities and Shareholders' EquityCurrent liabilities:Accounts payable and accrued liabilities $ 35,417,661 $ 30,504,085Deferred revenue 85,411,389 97,454,306Lease liabilities 1,545,432 1,201,604Contingent consideration 5,005,457 4,927,193 127,379,939 134,087,188 Non-current liabilities:Deferred income taxes 4,031,858 4,110,030Lease liabilities 10,391,849 9,977,941 14,423,707 14,087,971 141,803,646 148,175,159 Shareholders' equity:Share capital: 367,125,848 367,487,956Additional paid-in capital 45,380,347 48,263,266Accumulated 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 Consolidated Interim Statements of Comprehensive Income (Loss)(In U.S. dollars) For the three months ended April 30, 2025 and 2024(Unaudited)2025 2024Revenue:Subscription and support $ 47,735,572 $ 42,953,475Professional services and other 5,099,599 5,541,417 52,835,171 48,494,892 Cost of revenue:Subscription and support 11,840,420 11,946,610Professional services and other 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shares – diluted 56,137,363 55,723,344D2L 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 TotalShares AmountBalance, 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 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and 2024(Unaudited)2025 2024 Operating activities:Income for the period $ 3,268,304 $ 572,266Items 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 1,077,425Interest 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 32,026 838,500Taxes 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 45,803Cash 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: (in thousands of U.S. dollars, except for percentages) Three months ended April 30 2025 2024Income for the period 3,268 572Stock-based compensation 3,213 2,333Foreign exchange gain (1,537) (231)Non-recurring expenses(1) 471 821Transaction-related costs(2) 440 672Fair value adjustment of acquired deferred revenue(3) 225 —Change in fair value of loan receivable from associate(4) (172) —Net interest income (497) (923)Income tax expense 2,596 24Depreciation and amortization 1,298 751Adjusted EBITDA 9,305 4,019Adjusted EBITDA Margin 17.6 % 8.3 %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: (in thousands of U.S. dollars, except for percentages) Three months ended April 30 2025 2024 Gross profit for the period 37,030 32,677 Stock-based compensation 206 146 Amortization from acquired intangible assets 431 16 Adjusted Gross Profit 37,667 32,839 Adjusted Gross Margin 71.3 % 67.7 % Free Cash Flow and Free Cash Flow MarginFree 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: (in thousands of U.S. dollars, except for percentages) Three months ended April 30 2025 2024 Cash flow used in operating activities (1,856) (14,826) Net disposal (additions) to property and equipment 15 (126) Free Cash Flow (1,841) (14,952) Free Cash Flow Margin -3.5 % -30.8 % 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: (in thousands of U.S. dollars) Three months ended April 30 2025 2024 Total revenue for the period 52,835 48,495 Negative impact of foreign exchange rate changes over the prior period 773 — Constant Currency Revenue 53,608 48,495 Key Performance IndicatorsManagement 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 at April 30 (in millions of U.S. dollars, except percentages) 2025 2024 Change $ $ % ARR 206.2 190.3 8.4 % Constant Currency Annual Recurring Revenue 206.8 190.3 8.7 % SOURCE D2L Inc. View original content to download multimedia: Sign in to access your portfolio
