Latest news with #Clearview
Yahoo
29-05-2025
- Business
- Yahoo
CLEARVIEW REPORTS 2025 FIRST QUARTER RESULTS AND VOTING RESULTS FROM ANNUAL GENERAL AND SPECIAL MEETING
CALGARY, AB, May 29, 2025 /CNW/ - Clearview Resources Ltd. ("Clearview" or the "Company") is pleased to announce its financial and operational results for the three months ended March 31, 2025. FINANCIAL AND OPERATING HIGHLIGHTS FinancialThree months ended ($ thousands except per share amounts) Mar. 31 2025 Mar. 31 2024 % Change Oil and natural gas sales 4,992 5,530 (10) Adjusted funds flow (1) 679 1,179 (42) Per share – basic (2) 0.06 0.10 (40) Per share – diluted (2) 0.06 0.10 (40) Cash provided by operating activities 1,701 1,198 42 Per share – basic 0.14 0.10 40 Per share - diluted 0.14 0.10 40 Net earnings (loss) (1,016) (1,092) (7) Per share – basic (0.09) (0.09) - Per share - diluted (0.09) (0.09) - Net (debt) surplus (1) 2,981 3,339 (11) Average shares outstanding 11,801 11,763 - (1) "Adjusted funds flow" and "net debt" are capital management measures that do not have any standardized meaning as prescribed by IFRS Accounting Standards and, therefore, may not be comparable with the calculations of similar measures of other entities. See "Non-IFRS Measures" contained within this press release. (2) Supplementary financial measure that does not have any standardized meaning as prescribed by IFRS Accounting Standards and, therefore, may not be comparable with the calculations of similar measures of other entities. See "Non-IFRS Measures" contained within this press release. ProductionThree months endedMar. 31 2025 Mar. 31 2024 % Change Oil – bbl/d 354 361 (2) Natural gas liquids – bbl/d 335 431 (22) Total liquids – bbl/d 689 792 (13) Natural gas – mcf/d 4,199 5,048 (17) Total – boe/d 1,389 1,634 (15) Realized sales prices (1)Three months endedMar. 31 2025 Mar. 31 2024 % Change Oil – $/bbl 91.41 88.80 3 NGLs – $/bbl 39.16 38.02 3 Natural gas – $/mcf 2.37 2.44 (3) Total – $/boe 39.93 37.19 7 (1) Supplementary financial measure that does not have any standardized meaning as prescribed by IFRS Accounting Standards and, therefore, may not be comparable with the calculations of similar measures of other entities. See "Non-IFRS Measures" contained within this press release. Netback analysis (1)Three months ended Barrel of oil equivalent ($/boe) Mar. 31 2025 Mar. 31 2024 % Positive(Negative) Realized sales price 39.93 37.19 7 Royalties (3.83) (4.48) 15 Processing income 0.41 1.13 (64) Transportation (2.36) (2.15) (10) Operating (22.75) (20.10) (13) Operating netback (2) 11.40 11.59 (2) Realized gain (loss) – financial instruments - 1.56 (100) General and administrative (5.97) (4.71) (27) Cash finance costs (2) 0.01 (0.51) 102 Corporate netback (2) 5.44 7.93 (31) (1) % Positive (Negative) is expressed as being positive (better performance in the category) or negative (reduced performance in the category) in relation to operating netback, corporate netback and net earnings. (2) Non-IFRS measure or ratio that does not have any standardized meaning as prescribed by IFRS Accounting Standards and, therefore, may not be comparable with the calculations of similar measures or ratios of other entities. See "Non-IFRS Measures" contained within this press release. FINANCIAL AND OPERATIONAL RESULTS Production for the three months ended March 31, 2025 was down 15% to an average of 1,389 boe/d versus the comparative first three months of 2024 at 1,634 boe/d. The decrease was primarily due to lower natural gas production as a result of normal declines, production back-out, third party infrastructure maintenance and miscellaneous well downtime due to very cold weather in February. Lower natural gas production led to reduced natural gas liquids volumes being produced as well due to the liquids-rich nature of the Company's natural gas production. These decreases were partially offset by the acquisition in the second quarter of 2024 of low decline oil production. Adjusted funds flow(1) for the three months ended March 31, 2025 was $0.7 million ($0.06 per basic share(3)), a decrease of 42% compared to 2024. Capital expenditures(2) for the first quarter of 2025 were $1.2 million, primarily on the construction of a compressor project in the Northville area. The Company also paid a distribution of $1.8 million to its shareholders as a return of capital in the quarter. Clearview had a net surplus outstanding of $3.0 million at March 31, 2025, which included cash on hand of $5.3 million, a working capital deficit of $1.1 million, no borrowings from its lender and the Company's convertible debentures of $1.2 million. Clearview's net surplus decreased from $5.2 million at December 31, 2024, as a result of the distribution paid to shareholders in March 2025 and capital expenditures in the first quarter of 2025 being greater than adjusted funds flow. Notes (1) Capital management measure that does not have any standardized meaning as prescribed by IFRS Accounting Standards and, therefore, may not be comparable with the calculations of similar measures of other entities. See "Non-IFRS Measures" contained within this press release. (2) Non-IFRS measure or ratio that does not have any standardized meaning as prescribed by IFRS Accounting Standards and, therefore, may not be comparable with the calculations of similar measures or ratios of other entities. See "Non-IFRS Measures" contained within this press release. (3) Supplementary financial measure that does not have any standardized meaning as prescribed by IFRS Accounting Standards and, therefore, may not be comparable with the calculations of similar measures of other entities. See "Non-IFRS Measures" contained within this press release. OPERATIONS Production in the first quarter of 2025 averaged 1,389 boe/d and was negatively impacted by production freeze-offs during the bitter cold temperatures experienced in February, as well as production back-out at Northville. Production downtime experienced in the first quarter of 2025 was approximately 140 boe/d. As a result of the disposition of certain underutilized infrastructure assets in the second quarter at its 100% owned Northville property in West Central Alberta for gross proceeds of $10.8 million, the Company commenced infrastructure modifications in the third quarter of 2024 for some of its natural gas production in the area. This was the first of three projects related to a low-pressure inlet to ensure Clearview's ability to produce its natural gas at Northville, partially mitigating the previously mentioned production back-out. The Company commenced construction activities on the 100% owned low-pressure inlet compression project in the first quarter of 2025 and commissioned the unit in late April 2025. The third and final field booster compression project was commissioned in mid-May. All projects were completed on time and on budget. Following the completion of infrastructure maintenance on the Nova Gas Transmission system in April and May of 2025, impacting available capacity for the Company's Northville and Pembina properties, corporate production over the past two weeks has averaged approximately 1,600 boe/d based on field estimates. ANNUAL GENERAL AND SPECIAL MEETING Clearview is also pleased to announce that all resolutions presented for approval at the annual general and special meeting of shareholders held on May 28, 2025 (the "Meeting") were duly passed. Each of the matters voted upon at the Meeting was set forth in the Company's management information circular dated April 28, 2025 (the "Circular"). Election of Directors At the Meeting, the six nominees listed in the Circular were elected as directors of the Company to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed. The voting results were as follows: Nominee Votes For Votes Withheld Rod Hume 8,491,040 253,818 David Vankka 8,491,040 253,818 Bruce Francis 8,557,376 187,482 Edward (Ted) McFeely 8,660,603 84,255 Steven Glover 8,644,841 100,017 Craig Hauer 8,644,841 100,017 Appointment of Auditor Deloitte LLP, Chartered Professional Accountants, were appointed to serve as auditor of the Company for the ensuing year, and the directors were authorized to fix their remuneration, with the voting results as follows: Votes For Votes Withheld 8,618,979 125,879 Advance Notice Bylaw By way of ordinary resolution, the shareholders approved Clearview's advance notice bylaw at the Meeting, with the voting results as follows: Votes For Votes Against 8,312,117 432,741 STRATEGIC REPOSITIONING PROCESS Clearview continues to work with its financial advisor, ATB Securities Inc., in connection with its strategic repositioning process ("Strategic Process") announced on March 25, 2025. The Company does not intend to comment further with respect to the Strategic Process unless and until it determines that additional disclosure is appropriate in the circumstances and in accordance with applicable securities laws. Clearview also cautions that there are no guarantees that the Strategic Process will result in any particular transaction, which may include, but are not limited to, a corporate sale, a corporate merger or takeover, public listing of shares, asset dispositions or an asset acquisition or reorganization. The Company will continue to operate its business as usual as it undertakes this Strategic Process. Clearview would like to thank its shareholders for their continued support as we evaluate our internal development plans and external opportunities to grow production volumes and adjusted funds flow towards providing liquidity for shareholders. Clearview's March 31, 2025 interim financial statements and management's discussion and analysis are available on the Company's website at and SEDAR+ at FOR FURTHER INFORMATION PLEASE CONTACT: CLEARVIEW RESOURCES LTD.1350, 734 – 7th Avenue S.W., Calgary, Alberta T2P 3P8 Telephone: (403) 265-3503 Facsimile: (403) 265-3506 Email: info@ Website: ROD HUME BRIAN KOHLHAMMER President & CEO V.P. Finance & CFO Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to the Company's plans and other aspects of our anticipated future operations, management focus, strategies, financial, operating and production results, industry conditions, commodity prices and business opportunities. Specifically, forward-looking information in this press release may include, but is not limited to: expectations concerning Clearview's future plans, expectations regarding the strategic repositioning process, including the timing and results thereof, and expectations concerning anticipated pricing trends, growth opportunities, and market conditions. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future, although not all forward-looking information contain these identifying words. Statements relating to "reserves" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future. The forward-looking information is based on certain key expectations and assumptions made by our management, including expectations and assumptions concerning prevailing commodity prices and differentials, exchange rates, applicable royalty rates and tax laws; the impact government assistance programs will have on the Company; the impact on energy demands going forward and the inability of certain entities, including actions of OPEC and OPEC+ members, trade relations and tariffs; the impact on commodity prices, production and cash flow due to production shut-ins; future exchange rates; future debt levels; the availability and cost of financing, labour and services; the impact of increasing competition and the ability to market oil and natural gas successfully and our ability to access capital. Although Clearview believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Clearview can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature, such information involves inherent risks and uncertainties which could include the possibility that Clearview will not be able to execute some or all of its ongoing programs; general economic and political conditions in Canada, the U.S. and globally, and in particular, the effect that those conditions have on commodity prices and our access to capital; further fluctuations in the price of crude oil, natural gas liquids and natural gas; fluctuations in foreign exchange or interest rates; adverse changes to differentials for crude oil and natural gas produced in Canada as compared to other markets and worsened transportation restrictions. These and other risks are set out in more detail in Clearview's Annual Information Form for the year ended December 31, 2024, available on SEDAR+ at Our actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that we will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide shareholders with a more complete perspective on our future operations, and such information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. These forward-looking statements are made as of the date of this press release, and we disclaim any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. Non-IFRS Measures Throughout this press release and other materials disclosed by the Company, Clearview uses certain measures to analyze financial performance, financial position and cash flow. These non-IFRS and other financial measures do not have any standardized meaning prescribed under IFRS and, therefore, may not be comparable to similar measures presented by other entities. The non-IFRS and other financial measures should not be considered alternatives to, or more meaningful than, financial measures that are determined in accordance with IFRS as indicators of Clearview's performance. Management believes that the presentation of these non-IFRS and other financial measures provides useful information to shareholders and investors in understanding and evaluating the Company's ongoing operating performance, and the measures provide increased transparency and the ability to better analyze Clearview's business performance. Capital Management Measures Adjusted Funds Flow Adjusted funds flow represents cash provided by operating activities before changes in operating non-cash working capital and decommissioning expenditures. The Company considers this metric as a key measure that demonstrates the ability of the Company's continuing operations to generate the cash flow necessary to maintain production at current levels and fund future growth through capital investment, to repay debt and return capital to shareholders. Management believes that this measure provides an insightful assessment of the Company's operations on a continuing basis by eliminating the actual settlements of decommissioning obligations, the timing of which is discretionary. Adjusted funds flow should not be considered as an alternative to or more meaningful than cash provided by operating activities as determined in accordance with IFRS as an indicator of the Company's performance. Clearview's determination of adjusted funds flow may not be comparable to that reported by other companies. Clearview also presents adjusted funds flow per share whereby per share amounts are calculated using weighted average shares outstanding consistent with the calculation of earnings per share. Please refer to Note 15(d) "Capital Management" in Clearview's March 31, 2025 interim financial statements for additional disclosure on Adjusted Funds Flow. Net Debt Clearview closely monitors its capital structure with a goal of maintaining a strong balance sheet to fund the future growth of the Company. The Company monitors net debt as part of its capital structure. The Company uses net debt (current assets, excluding financial derivatives, less current liabilities, excluding financial derivatives, less convertible debentures) to assess financial strength, capacity to finance future development and to assist in assessing the liquidity of the Company. Please refer to Note 15(d) "Capital Management" in Clearview's March 31, 2025 interim financial statements for additional disclosure on Net Debt. Non-IFRS Measures and Ratios Capital Expenditures Capital expenditures equal additions to property, plant & equipment and additions to exploration & evaluation assets. Clearview considers capital expenditures to be a useful measure of adjusted funds flow used for capital reinvestment. The most directly comparable IFRS measure to capital expenditures is additions to property, plant & equipment and additions to exploration & evaluation assets. Cash Finance Costs Cash finance costs is calculated as finance costs less accretion of decommission obligations and accretion of convertible debenture discount. The most directly comparable IFRS measure to cash finance costs is finance costs. A reconciliation of cash finance costs to finance costs is set out below: Three months ended ($ thousands)Mar. 31 2025 Mar. 31 2024Finance costs152 215Accretion of decommissioning obligations and convertible debentures(153) (139)Cash finance costs(1) 76 Cash Finance Costs per boe Cash finance costs per boe is calculated by dividing cash finance costs by total production volumes sold in the period. Management considers cash finance costs per boe an important measure to evaluate the Company's cost of debt financing relative to the Company's corporate netback per boe. Operating Netback per boe Operating netback per boe is calculated by dividing operating netback by total production volumes sold in the period. Operating netback equals oil and natural gas sales plus processing income, less royalties, transportation expenses and operating expenses. Management considers operating netback per boe an important measure to evaluate its operational performance as it demonstrates its field level profitability relative to current commodity prices. Corporate Netback per boe Corporate netback per boe is calculated as operating netback less general and administrative expenses and finance costs, plus/(minus) realized gains (losses) on financial instruments, minus (plus) other costs (income), plus accretion of decommissioning obligations and convertible debentures divided by total production volumes sold in the period. Management considers corporate netback per boe an important measure to assist management and investors in assessing Clearview's overall cash profitability. Supplementary Financial Measures Adjusted funds flow per share is comprised of adjusted funds flow divided by the basic weighted average common shares. Adjusted funds flow per diluted share is comprised of adjusted funds flow divided by the diluted weighted average common shares. Realized sales price – oil is comprised of light crude oil commodity sales from production, as determined in accordance with IFRS, before deduction of transportation costs and excluding gains and losses on financial instruments, divided by the Company's oil production. Realized sales price – ngl is comprised of natural gas liquids commodity sales from production, as determined in accordance with IFRS, before deduction of transportation costs and excluding gains and losses on financial instruments, divided by the Company's ngl production. Realized sales price – natural gas is comprised of natural gas commodity sales from production, as determined in accordance with IFRS, before deduction of transportation costs and excluding gains and losses on financial instruments, divided by the Company's natural gas production. Realized sales price – total is comprised of oil and natural gas sales from production, as determined in accordance with IFRS, before deduction of transportation costs and excluding gains and losses on financial instruments, divided by the Company's total production on a boe basis. Oil and Gas Advisories This press release contains certain oil and gas metrics which do not have standardized meanings or standard methods of calculation and, therefore, such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included in this document to provide readers with additional measures to evaluate our performance; however, such measures are not reliable indicators of our future performance, and future performance may not compare to our performance in previous periods and therefore, such metrics should not be unduly relied upon. Specifically, this press release contains the following metrics: Boe means barrel of oil equivalent on the basis of 6 mcf of natural gas to 1 bbl of oil. The term "boe" may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that 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, using a conversion on a 6: 1 basis may be misleading as an indication of value. Abbreviations Bbl barrel Boe barrel of oil equivalent Mbbl thousands of barrels Mboe thousands of barrels of oil equivalent MMboe million barrels of oil equivalent mcf thousand cubic feet MMbtu millions of British thermal units MMcf million cubic feet SOURCE Clearview Resources Ltd. View original content to download multimedia:
Yahoo
06-05-2025
- Business
- Yahoo
CLEARVIEW ANNOUNCES WITHDRAWAL OF SHAREHOLDER REQUISITION AND REFRESHED BOARD SLATE
"We are happy that we were able to reach a settlement and look forward to focusing on creating growth and value for our shareholders", said Rod Hume, President and Chief Executive Officer of Clearview. "Ms. Saputo played an instrumental role in reaching an amicable settlement with the requisition group. On behalf of the existing board, management and employees of Clearview, I would like to sincerely thank Ms. Saputo for her contribution and dedication to the Company during her time on the board." At such Meeting and pursuant to the Standstill Agreement, certain incumbent directors of the Company, being Mr. Rod Hume, Mr. David Vankka and Mr. Bruce Francis, will be nominated for re-election, and three mutually agreed upon individuals, being Mr. Craig Hauer, Mr. Steven Glover and Mr. Edward (Ted) McFeely, will be nominated for election (together, the " Board Nominees "). To facilitate the transition to the new Board, Patricia Saputo has agreed to not stand for re-election at the Meeting. Agreement to a standstill covenant for a period of two years pursuant to which the Requisition Group and certain associates thereof shall not, among other things, engage in any solicitation of proxies with respect to the voting of Clearview securities or seek, alone or in concert with others, to make a bid for or requisition or call a meeting of securityholders of Clearview, to nominate any candidate for election to the board of directors (the " Board ") or to otherwise alter the composition of the Board, including not to solicit proxies, directly or indirectly, in connection with the annual and special meeting of shareholders of the Company (the " Meeting ") scheduled for May 28, 2025. As part of the settlement, Clearview, the Requisition Group and certain associates thereof (collectively, the " Settlement Parties ") entered into a standstill and support agreement (the " Standstill Agreement "), specifying customary restrictions and covenants of each party, including, among other things: CALGARY, AB, May 6, 2025 /CNW/ - Clearview Resources Ltd. (" Clearview " or the " Company ") announces that it has reached an amicable settlement with Walter van Woudenberg, Harold Pine, Todd McAllister, Ian MacKellar (the " Requisition Group ") and the withdrawal of the shareholder meeting requisition announced March 3, 2025 pursuant to section 142 of the Business Corporations Act (Alberta) (the " Requisition "). Story Continues In addition to the Standstill Agreement, certain key shareholders of Clearview have entered into support agreements with the Company, whereby such shareholders, on their own behalf and on behalf of their representatives and affiliates, support and promise to use commercially reasonable efforts to solicit proxies for the election of each of the Board Nominees at the Meeting and at the 2026 annual general meeting (collectively, the "Support Agreements"). Collectively, the Standstill Agreement and the individual Support Agreements represent approximately 7.275 million or 61.6% of the outstanding shares of the Company. The foregoing descriptions of the Standstill Agreement and the Support Agreements are not intended to be an exhaustive description of their respective terms and conditions and, in each case, are qualified in their entirely by the full text of the Standstill Agreement and Support Agreements, respectively, a copy of which will be made available under Clearview's SEDAR+ profile accessible at FOR FURTHER INFORMATION PLEASE CONTACT: CLEARVIEW RESOURCES LTD. 1350 - 734 – 7th Avenue S.W. Calgary, Alberta T2P 3P8 Telephone: (403) 265-3503 Facsimile: (403) 265-3506 Email: info@ Website: Rod Hume Brian Kohlhammer President & CEO V.P. Finance & CFO Cautionary Note Regarding Forward-Looking Information This news release contains forward-looking information and forward-looking statements (collectively, "forward-looking information"). Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions, although not all forward-looking information contain these identifying words. More particularly and without limitation, the forward‐looking information in this news release includes expectations concerning the Meeting and timing thereof; and expectations regarding matters that may be voted upon at the Meeting. Forward-looking information is based on a number of factors and assumptions that have been used to develop such information but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement. SOURCE Clearview Resources Ltd. Cision View original content to download multimedia:
Cision Canada
06-05-2025
- Business
- Cision Canada
CLEARVIEW ANNOUNCES WITHDRAWAL OF SHAREHOLDER REQUISITION AND REFRESHED BOARD SLATE
CALGARY, AB, May 6, 2025 /CNW/ - Clearview Resources Ltd. (" Clearview" or the " Company") announces that it has reached an amicable settlement with Walter van Woudenberg, Harold Pine, Todd McAllister, Ian MacKellar (the " Requisition Group") and the withdrawal of the shareholder meeting requisition announced March 3, 2025 pursuant to section 142 of the Business Corporations Act (Alberta) (the " Requisition"). As part of the settlement, Clearview, the Requisition Group and certain associates thereof (collectively, the " Settlement Parties") entered into a standstill and support agreement (the " Standstill Agreement"), specifying customary restrictions and covenants of each party, including, among other things: Withdrawal of the Requisition by the Requisition Group; and Agreement to a standstill covenant for a period of two years pursuant to which the Requisition Group and certain associates thereof shall not, among other things, engage in any solicitation of proxies with respect to the voting of Clearview securities or seek, alone or in concert with others, to make a bid for or requisition or call a meeting of securityholders of Clearview, to nominate any candidate for election to the board of directors (the " Board") or to otherwise alter the composition of the Board, including not to solicit proxies, directly or indirectly, in connection with the annual and special meeting of shareholders of the Company (the " Meeting") scheduled for May 28, 2025. At such Meeting and pursuant to the Standstill Agreement, certain incumbent directors of the Company, being Mr. Rod Hume, Mr. David Vankka and Mr. Bruce Francis, will be nominated for re-election, and three mutually agreed upon individuals, being Mr. Craig Hauer, Mr. Steven Glover and Mr. Edward (Ted) McFeely, will be nominated for election (together, the " Board Nominees"). To facilitate the transition to the new Board, Patricia Saputo has agreed to not stand for re-election at the Meeting. "We are happy that we were able to reach a settlement and look forward to focusing on creating growth and value for our shareholders", said Rod Hume, President and Chief Executive Officer of Clearview. "Ms. Saputo played an instrumental role in reaching an amicable settlement with the requisition group. On behalf of the existing board, management and employees of Clearview, I would like to sincerely thank Ms. Saputo for her contribution and dedication to the Company during her time on the board." In addition to the Standstill Agreement, certain key shareholders of Clearview have entered into support agreements with the Company, whereby such shareholders, on their own behalf and on behalf of their representatives and affiliates, support and promise to use commercially reasonable efforts to solicit proxies for the election of each of the Board Nominees at the Meeting and at the 2026 annual general meeting (collectively, the " Support Agreements"). Collectively, the Standstill Agreement and the individual Support Agreements represent approximately 7.275 million or 61.6% of the outstanding shares of the Company. The foregoing descriptions of the Standstill Agreement and the Support Agreements are not intended to be an exhaustive description of their respective terms and conditions and, in each case, are qualified in their entirely by the full text of the Standstill Agreement and Support Agreements, respectively, a copy of which will be made available under Clearview's SEDAR+ profile accessible at Cautionary Note Regarding Forward-Looking Information This news release contains forward-looking information and forward-looking statements (collectively, " forward-looking information"). Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions, although not all forward-looking information contain these identifying words. More particularly and without limitation, the forward‐looking information in this news release includes expectations concerning the Meeting and timing thereof; and expectations regarding matters that may be voted upon at the Meeting. Forward-looking information is based on a number of factors and assumptions that have been used to develop such information but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.
Forbes
09-04-2025
- Business
- Forbes
Clearview AI's Founder Removed From Facial Recognition Company's Board
Hoan Ton-That had previously stepped down as Clearview AI CEO in December. After building one of the world's most controversial facial recognition companies for years, Clearview AI cofounder Hoan Ton-That has been pushed off the company's board, Forbes has learned. The move comes after Ton-That stepped down as CEO and became president in December due to the company's struggles to secure major federal government contracts and raise funding. He then resigned as president last month. Shareholders voted to remove Ton-That from the board on Tuesday, Clearview's co-CEO Hal Lambert told Forbes. 'We are taking the company in a different direction,' he said. Ton-That didn't respond to a request for comment. Ton-That, an Australian software engineer, cofounded Clearview in 2017 and raised funding from investors Peter Thiel and Naval Ravikant, eventually being valued at $130 million. The company soon gained notoriety for building a database of billions of images harvested from the internet without users' consent to power his company's facial recognition technology. After years of lawsuits, Clearview agreed to restrict its technology to government use. The company found success selling its technology to law enforcement clients, and often touted its work identifying child predators, abducted children and drug traffickers. However, it remained unprofitable, Forbes previously reported. In an effort to raise funding for Clearview, Ton-That last year discussed raising debt from Architect Capital, which provides private credit to risky clients. While the funding didn't go ahead, Ton-That announced last month that he had joined Architect as CTO. 'I have unique tech skills and legal background to really make this a reality,' he told the Wall Street Journal. Under Lambert, who now leads Clearview alongside longtime employee and co-CEO Richard Schwartz, the company is aiming to secure contracts that support President Donald Trump's agenda on immigration, defense and border security. Lambert, a major Republican donor, previously told Forbes that he had taken over to help make connections with the Trump administration. 'We're talking to the [Pentagon], we're talking to Homeland Security,' he said. 'There are a number of different agencies we're in active dialogue with.' MORE AT FORBES
Forbes
22-03-2025
- Business
- Forbes
390 Million Faces: Clearview AI's Secret $750,000 Attempt To Buy Your Mugshot
Output of a facial recognition system. Facial recognition firm Clearview AI took steps to dramatically expand its surveillance capabilities by attempting to purchase hundreds of millions of arrest records containing sensitive personal information, including social security numbers and mugshots, according to documents reviewed by 404 Media. The controversial company, already notorious for amassing over 50 billion facial images scraped from social media platforms, signed a contract in mid-2019 with Investigative Consultant, Inc. to acquire roughly 690 million arrest records and 390 million arrest photos from across all 50 U.S. states. "The contract shows that Clearview was trying to get social security numbers, email addresses, home addresses, and other personal information along with the mugshots," said Jeramie Scott, Senior Counsel at the Electronic Privacy Information Center, or EPIC. The ambitious data grab ultimately fell apart, spiraling into legal battles between the two firms. Clearview shelled out $750,000 for an initial data delivery but declared it "unusable," triggering mutual breach of contract claims. Despite an arbitrator ruling in Clearview's favor in December 2023, the company hasn't recouped its investment and now seeks a court order to enforce the arbitration award. Privacy watchdogs warn about the troubling implications of merging facial recognition technology with criminal justice data. Scott pointed out that linking individuals to mugshots and related information can fuel bias among human reviewers using the system. "This is especially concerning given that Black and brown people are overrepresented in the criminal legal system," Scott emphasized. Facial recognition systems have repeatedly come under fire for their well-documented failures when identifying people with darker skin tones. The consequences have been severe. Multiple cases across America have seen innocent individuals wrongfully arrested based on faulty identifications from facial recognition technology. As a digital forensics expert, I have seen facial recognition technology fail firsthand with real consequences. I was retained on a criminal defense case where authorities accused the defendant of using a rental truck to commit a felony. Their entire case hinged on a single facial recognition match from surveillance footage. In my investigation, I uncovered irrefutable evidence of innocence. Cell phone data placed the defendant miles from the crime scene during the critical timeframe. The technology that triggered his arrest had completely misidentified him. This wasn't merely a technical glitch but a life-altering ordeal for someone who faced serious criminal charges based on algorithms that proved unreliable. What's particularly troubling is how quickly investigators accepted the facial recognition result without pursuing basic corroborating evidence that would have immediately cleared the defendant. Cases like this reveal the dangerous over-reliance on surveillance technologies within our criminal justice system. When companies like Clearview pursue even larger databases of personal information, they risk amplifying these failures at a scale that could affect innocent people. Clearview AI faces an intensifying barrage of legal obstacles worldwide. The firm recently celebrated a victory against a £7.5 million fine from the UK's Information Commissioner's Office, or ICO, successfully arguing it fell outside UK jurisdiction. Yet this represents merely one skirmish in a broader regulatory battlefield. International regulators have slapped Clearview with multi-million dollar penalties for privacy violations, while the company just received final approval for a settlement that forced Clearview to surrender nearly a quarter of its ownership over alleged violations of biometric privacy laws. Clearview AI's business model revolves around selling access to its facial recognition technology, primarily targeting law enforcement agencies. The company boasts that its technology has helped crack cases ranging from homicides to sophisticated financial fraud. While competitors like NEC and Idemia have built their market presence through conventional business development channels, Clearview stands apart, and draws particular scrutiny. This is because of its aggressive approach of scraping billions of images from social media platforms without obtaining consent. The revelation about Clearview's attempted acquisition of sensitive personal data arrives as the facial recognition industry faces mounting pressure for regulation and transparency. As this powerful technology increasingly permeates law enforcement and private security operations, fundamental questions about privacy, consent and algorithmic bias continue to dominate public discourse. Note: The case examples described are based on real events, but names, dates, locations, and specific details have been altered to protect client confidentiality while preserving the essential legal principles and investigative techniques. 404 Media report that, 'ICI and Clearview did not respond to multiple requests for comment.' I have also requested comment. This article will be updated accordingly when and if I receive a response.
