Market Newsdesk

TORONTO, April 13, 2021 (GLOBE NEWSWIRE) — Red White & Bloom Brands Inc. (CSE: RWB and OTCQX: RWBYF) (“RWB” or the “Company”) advises that it will be holding a special meeting on May 20, 2021, for the holders of common shares and Series 2 convertible preferred shares and a class meeting of the holders of the Series 2 convertible preferred shares (the “SpecialMeeting”). All common shareholders and Series 2 convertible preferred shareholders as of April 15, 2021, will be entitled to vote at the Special Meeting.

At the Special Meeting, common and Series 2 convertible preferred shareholders will be asked to approve a special resolution authorizing the Company to alter the articles of the Company that will in effect change the conversion date of the Series 2 convertible preferred shares such that each Series 2 shareholder shall be entitled to convert any whole number of Series 2 convertible preferred shares into validly issued, fully paid and non-assessable common shares on any business day after the eighteenth month anniversary, being October 24th, 2021, of the date upon which the Series 2 convertible preferred shares were issued by the Company (the “Alternation”).

In order for the resolution to pass, the Company will require approval from two-thirds (2/3) of the votes cast by the common shareholders and the Series 2 shareholders present in person or represented by proxy at the Special Meeting.

After careful consideration from the advice of its professional advisors, the board of directors believes that the holders of common shares and the holders of the Series 2 convertible preferred shares and the Company as a whole will benefit from the Alteration as it will allow the Company more time to build investor awareness in the Company, which in turn should allow for a more orderly market for the common shares when the Series 2 convertible preferred shares are convertible.

About Red White & Bloom Brands Inc.

The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Florida, Illinois, California, Michigan, Oklahoma and Arizona with respect to cannabis, and the US and internationally for hemp-based CBD products.

For more information about Red White & Bloom Brands Inc., please contact:

Tyler Troup, Managing Director

Circadian Group IR
[email protected]

Visit us on the web: https://www.redwhitebloom.com/

Follow us on social media:

Twitter: @rwbbrands
Facebook: @redwhitebloombrands
Instagram: @redwhitebloombrands

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations.  When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  The forward-looking statements and information in this press release includes information relating to the new team members expertise and how the Company will benefit from their ability to assist the Company implement its business plan .Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional financing, reliance on key personnel, the potential for conflicts of interest among certain officers or directors, and the volatility of the Company’s common share price and volume.  Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Investors are cautioned against attributing undue certainty to forward-looking statements.

There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information.  Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business strategy and government regulation; risks related to the Company’s operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to the Company and its business generally. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized.  It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

Transaction Provides Immediate, Certain and Compelling Value to Shareholders

Represents Superior Value to the Continued Execution of Extended Stay’s Strategic Plan on a Time and Risk-Adjusted Basis

Marks Culmination of Thorough Actions to Explore Value-Enhancing Alternatives

CHARLOTTE, N.C., April 13, 2021 (GLOBE NEWSWIRE) — Extended Stay America, Inc. (“ESA”) and its paired-share REIT, ESH Hospitality, Inc. (“ESH” and, together with ESA, “Extended Stay” or the “Company”) (NASDAQ: STAY) today filed their preliminary joint proxy statement in connection with the Company’s previously announced definitive agreement to be acquired by a 50/50 joint venture between funds managed by Blackstone Real Estate Partners (“Blackstone”) and Starwood Capital Group (“Starwood Capital”) for $19.50 per paired share in an all-cash transaction valued at approximately $6 billion.

The preliminary proxy statement outlines the background of the transaction and the reasons the Boards of Directors of the Company strongly support the transaction, which include:

• Immediate, certain and compelling
  value to shareholders

• Superior value to the continued execution of Extended Stay’s strategic plan on a time and risk-adjusted basis

• Culmination of thorough actions to explore value-enhancing alternatives

Bruce Haase, President and Chief Executive Officer of the Company, stated: “The Blackstone / Starwood Capital transaction values our paired shares at more than a 50% premium to their pre-pandemic value and creates a compelling opportunity for shareholders to immediately realize the future benefits of our strategic initiatives. I am incredibly proud of the teams’ accomplishments over the past year, which have been recognized by the market and have contributed to our substantial outperformance during the pandemic. These accomplishments have positioned us to achieve this compelling valuation for our shareholders. I recommended this transaction to our Boards and fully support it because I believe $19.50 per paired share reflects the value upside inherent in our strategic initiatives while eliminating execution and market risk.”

Doug Geoga, Chairman of the Boards of the Company, stated: “We are extremely pleased to be able to recommend this transaction. Our recommendation reflects careful consideration of all of the alternatives available to the Company to maximize shareholder value, including continuing to pursue our strategic plan and the Boards’ thorough efforts reviewing strategic alternatives over the years. As our preliminary proxy statement describes, the Boards have extensively explored ways to enhance value for shareholders over our life as a public company, both organically and inorganically.

“As a result, our Boards have a well-informed and realistic assessment of a full range of value enhancing alternatives together with their potential benefits and risks, and determined that this transaction, with its significant multiple premium over both our pre-pandemic and current paired share price, to be in the best interests of our paired shareholders. We are pleased to provide shareholders today with additional context regarding the rigorous and thoughtful process that our Boards conducted in collaboration with our management team and outside advisors, in our preliminary proxy statement, which is now on file with the SEC.”  

The preliminary joint proxy statement details the benefits of the transaction, including:

Immediate, certain and compelling value to shareholders

• 
  The transaction provides a significant premium to shareholders
  
  

At $19.50 per share, the transaction delivers a meaningful premium to shareholders across multiple time horizons, including at the high end of precedent REIT transactions based on the trailing 30-trading day VWAP, 3-month VWAP and 52-week high prior to announcement.¹
The $19.50 per share all cash price represents:

○  A 51% premium to the company’s pre-pandemic share price²
○  A 15% premium to the $16.94 closing price the day prior to the announcement
○  A 23% premium to the 30-trading day volume weighted average price
○  A 28% premium to the 3-month volume weighted average price
○  A 44% premium to the 6-month volume weighted average price
○  A 76% premium to the 12-month volume weighted average price
○  A 15% premium to the 52-week high closing price

• 
  The transaction represents a valuation well above Extended Stay’s historic EBITDA multiple
    

The transaction values the Company at 11.0x EBITDA for 2019³, the most recently completed fiscal year prior to the pandemic, which reflects EBITDA that was 42% above that achieved in 2020, 19% above 2021 estimated consensus EBITDA and a level that is not expected to be achieved again until at least 2023, assuming successful execution of STAY’s strategic plan.

The transaction values the Company at 15.6x 2020 EBITDA, 13.0x 2021 estimated consensus EBITDA and 11.6x 2022 estimated consensus EBITDA. These represent significant premiums to where Extended Stay has consistently traded over its time as a public company, averaging a 9.5x NTM EBITDA multiple over the five years prior to the pandemic, and 9.1x NTM EBITDA for the year prior to the pandemic.⁴  

The transaction provides superior value to the continued execution of Extended Stay’s strategic plan on a time and risk-adjusted basis

• 
  The transaction provides certain value in place of execution risk
  
  

At the core of the Boards’ decision to endorse this transaction was an assessment of the risk-adjusted present value of the Company’s stand-alone business plan as the industry recovers from the pandemic, weighed against the certainty of $19.50 per share in cash today. The Boards’ believe this transaction delivers a meaningful premium to our shareholders as compared to our stand-alone plan, without the execution and market risks.  

The Boards, with the assistance of the management team and outside advisors, carefully evaluated the prospects of the Company’s standalone strategic plan and the risks inherent in the execution of the multiple aspects of the plan. Specifically, the Boards considered the following factors based on management’s judgment, among other things:

○  Significant Capital Needs: The magnitude of capital necessary to maintain and renovate the Company’s real estate assets which are on average more than 21 years old and at replacement age for many significant components. In management’s view, the real estate needs at least $750 million over the next three years, or approximately 20% of projected revenue over that same time period, for property maintenance and renovations necessary to maintain competitive market standards;
○  Expense Growth Pressures: Management’s outlook for property level performance, including both potential revenue gains and related cost considerations, with labor costs and certain other expenses facing above inflationary pressures;
○  Value Contribution from Asset Dispositions: An assessment of the Company’s asset disposition program including the realistic volume and value of asset sales, the uncertain contribution to multiple uplift from deployed sale proceeds and the ability to reduce the cost structure of the remaining business; and
○  Franchise Program Time Frame and Contribution: Expectations as to the size, EBITDA contribution, and time frame necessary to execute the Company’s franchise program.

The transaction marks the culmination of thorough actions to explore value-enhancing alternatives

• 
  Prior strategic review processes yielded unattractive premia and limited buyer universe
  
  

Over the last four years the Company has conducted numerous private strategic review processes, none of which, in the Boards’ judgment, yielded compelling value alternatives for the Company’s shareholders in comparison to the risk-adjusted value of management’s plan at the time. In each process where the Boards solicited and entertained offers for the whole Company, no credible bidders other than Blackstone and Starwood made offers for the Company.

• 
  “OpCo/PropCo” transaction explored extensively, but determined to yield unattractive and uncertain risk-adjusted value creation vs. whole Company strategy
  
  

The Company’s Boards and management team have evaluated an OpCo/PropCo transaction extensively for several years, including the Boards’ comprehensive exploration in 2018-2019 of a transaction involving the sale of the OpCo and the REIT remaining as a standalone public company. At the conclusion of the process in May 2019, which resulted in only one credible proposal to acquire the OpCo, the Boards determined that a sale of the OpCo on the terms offered was not in the best interest of shareholders. The Boards determined that ceding control of the operations to a third party would create dis-synergies and introduce operational and financial risks, thus requiring meaningful PropCo multiple expansion in order to create sufficient value on a risk-adjusted basis. With the benefit of advice from its financial advisors, the Boards ultimately concluded that the likelihood of significant PropCo multiple expansion was highly uncertain, rendering the risk/return insufficient.

The Company has continued to periodically study the merits of an OpCo/PropCo transaction together with its advisors, including in connection with the contemplated transaction with Blackstone and Starwood Capital. Each time, including in recent months, the Boards concluded that pursuing such a transaction was not in the best interest of shareholders, particularly given the uncertainty associated with the potential trading value of a standalone REIT (90-95% of the company’s total enterprise value), and especially in comparison to the 100% certainty of an all cash acquisition of the whole Company today.

The Boards and management look forward to continuing to engage with shareholders about this transaction in the days and weeks ahead.

About the Company

Extended Stay America, Inc. (“ESA”) and its brand Extended Stay America® is the leading brand in the mid-priced extended stay segment in the U.S. with 651 hotels. ESA’s subsidiary, ESH Hospitality, Inc., is the largest lodging REIT in North America by unit and room count, with 563 hotels and approximately 62,500 rooms in the U.S. ESA also franchises an additional 88 Extended Stay America® hotels. Visit www.esa.com for more information.

Contacts:

Media:


[email protected]
 or [email protected]

Investors:

Rob Ballew
[email protected]
(980) 345-1546

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Extended Stay America, Inc. and ESH Hospitality, Inc. (together, the “Companies”) by a joint venture of Blackstone Real Estate Partners and Starwood Capital Group. In connection with the proposed transaction, the Companies filed with the Securities and Exchange Commission (“SEC”) on April 13, 2021, a preliminary joint proxy statement, and will file with the SEC and furnish to their stockholders a definitive joint proxy statement, accompanying WHITE proxy cards and other relevant documents. STOCKHOLDERS OF THE COMPANIES ARE ADVISED TO READ THE PRELIMINARY JOINT PROXY STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT WHEN IT BECOMES AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT CONTAINS OR WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the preliminary joint proxy statement and the definitive joint proxy statement (when it becomes available) and other relevant documents filed by the Companies with the SEC at the SEC’s Web site at http://www.sec.gov. The preliminary joint proxy statement and the definitive joint proxy statement (when it becomes available), the WHITE proxy cards accompanying the definitive joint proxy statement (when furnished to stockholders)  and such other documents filed with the SEC may also be obtained for free from the Investor Relations section of the Companies’ web site (https://www.aboutstay.com/investor-relations) or by directing a request to the Companies at [email protected]. 

Participants in Solicitation

The Companies and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Companies in connection with the proposed transaction. Information about the Companies’ executive officers and directors and their respective direct and indirect interests in the proposed transaction is set forth in the preliminary joint proxy statement with respect to the proposed transaction filed by the Companies with the SEC on April 13, 2021, and will be set forth in the definitive joint proxy statement with respect to the proposed transaction (when filed by the Companies with the SEC). Stockholders may obtain free copies of these documents as described in the preceding paragraph.

Forward-Looking Statements

Certain statements contained in this document constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical facts included in this document may be forward-looking, including statements regarding, among other things, the Companies’ ability to meet their debt service obligations, future capital expenditures (including future acquisitions and hotel renovation programs), their distribution policies, their development, growth and franchise opportunities, anticipated benefits or use of proceeds from dispositions, their plans, objectives, goals, beliefs, business strategies, business conditions, results of operations, financial position and business outlook, business trends and future events, including the COVID-19 pandemic, its effects on the foregoing, government actions taken in response to the COVID-19 pandemic and actions that the Companies have taken or plan to take in response to the pandemic and such effects. When used in this document, the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “look forward to” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon the Companies’ current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond their control. There can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond the Companies’ control, that could cause their actual results to differ materially from the forward-looking statements contained in this communication. The potential risks and uncertainties include, among others, the possibility that Extended Stay America, Inc. may be unable to obtain required stockholder approvals or that other conditions to closing the proposed mergers may not be satisfied, such that the proposed mergers will not close or that the closing may be delayed; general economic conditions; the proposed mergers may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the Companies; the outcome of any legal proceedings related to the proposed mergers; and the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement. For more details on these and other potential risks and uncertainties, please refer to the preliminary joint proxy statement and the documents that the Companies file with the SEC. All forward-looking statements speak only as of the date of this communication or, in the case of any document incorporated by reference, the date of that document. The Companies are under no duty to update any of the forward-looking statements after the date of this document to conform to actual results, except as required by applicable law.

_______________________

<sub>¹ Compared to the 25^th-75^th percentile range for historical REIT premia to the 30-trading day VWAP, 3-month VWAP and 52-week high closing price of 16%-26%, 16%-28% and (7)%-11%, respectively.


² Pre-pandemic stock price calculated using the VWAP from 01-Feb-2020 through 21-Feb-2020.


³ FY 2019 pro forma for Nov-2020 asset sale.


⁴ Represents the five- and one-year period preceding 21-Feb-2020, the last day prior to the COVID sell-off.</sub>

MCLEAN, Va., April 13, 2021 (GLOBE NEWSWIRE) — Freddie Mac (OTCQB: FMCC) has priced a new offering of Structured Pass-Through Certificates (K Certificates), which includes a class of floating rate bonds indexed to the Secured Overnight Financing Rate (SOFR). The approximately $964 million in K Certificates (K-F107 Certificates) are expected to settle on or about April 22, 2021. The K-F107 Certificates are backed by floating-rate multifamily mortgages with 7-year terms, which are SOFR-based.

K-F107 Pricing

Class	Principal/Notional Amount (mm)		Weighted Average Life (Years)	Discount Margin	Coupon	Dollar Price
AS	$964,180,000		6.58	25	30-day SOFR avg + 25	100.000
XS	Non-Offered

Details

• Co-Lead Managers and Joint Bookrunners: Goldman Sachs & Co. LLC and Amherst Pierpont Securities LLC
• Co-Managers: Academy Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Piper Sandler & Co.

Related Links

• The K-F107 preliminary offering circular supplement: http://www.freddiemac.com/mbs/data/0kf107oc.pdf
• Freddie Mac Multifamily Securitization Overview
• Multifamily Securities Investor Access database of post-securitization data from Investor Reporting Packages

The K-F107 Certificates will not be rated and will include one senior principal and interest class and one interest-only class that is also entitled to static prepayment premiums. The K-F107 Certificates are backed by corresponding classes issued by the FREMF 2021-KF107 Mortgage Trust (KF107 Trust) and guaranteed by Freddie Mac. The KF107 Trust will also issue certificates consisting of the Class CS and R Certificates, which will be subordinate to the classes backing the K-F107 Certificates and will not be guaranteed by Freddie Mac.

Freddie Mac Multifamily is a leading issuer of agency-guaranteed structured multifamily securities. K-Deals are part of the company’s business strategy to transfer a portion of the risk of losses away from taxpayers and to private investors who purchase the unguaranteed subordinate bonds. K Certificates typically feature a wide range of investor options with stable cash flows and structured credit enhancement.

This announcement is not an offer to sell any Freddie Mac securities. Offers for any given security are made only through applicable offering circulars and related supplements, which incorporate Freddie Mac’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (SEC) on February 11, 2021; all other reports Freddie Mac filed with the SEC pursuant to Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) since December 31, 2020, excluding any information “furnished” to the SEC on Form 8-K; and all documents that Freddie Mac files with the SEC pursuant to Sections 13(a), 13(c) or 14 of the Exchange Act, excluding any information “furnished” to the SEC on Form 8-K.

Freddie Mac’s press releases sometimes contain forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, some of which are beyond the company’s control. Management’s expectations for the company’s future necessarily involve a number of assumptions, judgments and estimates, and various factors could cause actual results to differ materially from the expectations expressed in these and other forward-looking statements. These assumptions, judgments, estimates and factors are discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2020, and its reports on Form 10-Q and Form 8-K, which are available on the Investor Relations page of the company’s Web site at www.FreddieMac.com/investors and the SEC’s website at www.sec.gov. The company undertakes no obligation to update forward-looking statements it makes to reflect events or circumstances occurring after the date of this press release. The multifamily investors section of the company’s Web site at https://mf.freddiemac.com/investors/ will also be updated, from time to time, with any information on material developments or other events that may be important to investors, and we encourage investors to access this website on a regular basis for such updated information.

The financial and other information contained in the documents that may be accessed on this page speaks only as of the date of those documents. The information could be out of date and no longer accurate. Freddie Mac undertakes no obligation, and disclaims any duty, to update any of the information in those documents.

Freddie Mac makes home possible for millions of families and individuals by providing mortgage capital to lenders. Since our creation by Congress in 1970, we’ve made housing more accessible and affordable for homebuyers and renters in communities nationwide. We are building a better housing finance system for homebuyers, renters, lenders, and taxpayers. Learn more at FreddieMac.com, Twitter @FreddieMac and Freddie Mac’s blog FreddieMac.com/blog.

MEDIA CONTACT: Erin Mancini

703-903-1530

[email protected]

INVESTOR CONTACTS: Robert Koontz

571-382-4082

Luba Kim-Reynolds
212-418-8879

WEST LAFAYETTE, Ind., April 13, 2021 (GLOBE NEWSWIRE) — Inotiv, Inc. (NASDAQ:NOTV) (the “Company”, “We”, “Our” or “Inotiv”), a leading provider of nonclinical and analytical contract research services, today announced that the Company has entered into an agreement to purchase substantially all of the assets of HistoTox Labs, Inc. (“HistoTox Labs”), a full-service histopathology contract research organization (“CRO”) offering medically relevant non-clinical and clinical services to the pharmaceutical, biotech, and academic communities.

“HistoTox Labs’ well-trained scientific staff, with strong expertise in cell-typing, biodistribution, gene therapy and novel biomarker assay development, is a solid and strategic complement to Inotiv’s pathology team and our suite of services,” said Robert Leasure, Jr., Inotiv’s President and Chief Executive Officer. “More than two-thirds of HistoTox’s client base consists of emerging biopharma companies focused on cell and gene therapy, dovetailing well with our growth strategy.”

Mr. Leasure continued, “Over the past three years, HistoTox Labs has grown revenue organically at a compounded annual growth rate in excess of 30%. We believe that we have identified excellent cross-selling opportunities and expect to leverage their newly renovated facility in Boulder, CO, which we estimate has the capacity to accommodate an increase in HistoTox Labs’ revenue from 2020 levels. This acquisition positions us for further growth and enables us to better serve our clients and help them achieve their research and development goals.”

In addition to the routine histology and pathology capability at HistoTox Labs, the immunohistochemistry and digital pathology capability is cutting edge, featuring a vast library of optimized antibodies and topflight technology such as AT2 (Aperio) high-throughput slide scanners, a Vectra Polaris Immunofluorescent slide scanner and the Visiopharm software solutions platform including AI capabilities for their image analysis needs.

“Since 2003, HistoTox Labs has been building an exceptional team while fostering a culture dedicated to scientific expertise, outstanding customer service and excellence in both the quality and timeliness of data we deliver,” added Jon Bishop, Chief Executive Officer of HistoTox Labs. “I am very proud of what we have accomplished and I am confident that partnering with Inotiv will continue to bolster the HistoTox Labs team and create a meaningful impact on our clients’ drug development success.”

Transaction Snapshot

Transaction Consideration	$22.0 million in cash
HistoTox Labs Financials	2020 revenue of $9.1 million
Conditions	Subject to financing and customary closing conditions
Timing	Expected to close within 120 days, pending successful financing

The Company expects to retain all existing HistoTox Labs employees after transaction close.

The transaction is subject to customary closing processes and financing. A Current Report on Form 8-K containing further details regarding the contemplated transaction will be filed by Inotiv and made available on the U.S. Securities and Exchange Commission’s EDGAR website.

About the Company
Inotiv, Inc., is a pharmaceutical development company providing contract research services and monitoring instruments to emerging pharmaceutical companies and the world’s leading drug development companies and medical research organizations. The Company focuses on developing innovative services supporting its clients’ discovery and development objectives for improved decision-making and accelerated goal attainment. The Company’s products focus on increasing efficiency, improving data, and reducing the cost of taking new drugs to market. Visit inotivco.com for more information about the Company.

This release may contain forward-looking statements that are subject to risks and uncertainties including, but not limited to, risks and uncertainties related to changes in the market and demand for our products and services, the development, marketing and sales of products and services, changes in technology, industry and regulatory standards, the timing of acquisitions and the successful closing, integration and business and financial impact thereof, the impact of the COVID-19 pandemic on the economy, demand for our services and products and our operations, including the measures taken by governmental authorities to address the pandemic, which may precipitate or exacerbate other risks and/or uncertainties and various other market and operating risks, including those detailed in the Company’s filings with the U.S. Securities and Exchange Commission.

Company Contact		Investor Relations
Inotiv, Inc.		The Equity Group Inc.
Beth A. Taylor, Chief Financial Officer		Kalle Ahl, CFA
(765) 497-8381		(212) 836-9614
[email protected]		[email protected]
		Devin Sullivan
		(212) 836-9608
		[email protected]

 

TORONTO, April 13, 2021 (GLOBE NEWSWIRE) — Mandalay Resources Corporation (“Mandalay” or the “Company”) (TSX: MND, OTCQB: MNDJF) announced today its production and sales results for the first quarter of 2021.

First Quarter 2021 Production Highlights:

• Consolidated saleable gold equivalent production and sales of 28,676 and 28,218 ounces respectively;
• Consolidated 23,857 ounces of gold sold, highest quarterly amount since Q1 2018;
• 15,458 ounces of saleable gold equivalent production at Costerfield, highest quarterly production result at Costerfield since Q2 2016; and
• Commenced trial processing of mineralized waste dump material at Cerro Bayo, producing 43,699 ounces of silver and 724 ounces of gold.

Dominic Duffy, President and CEO of Mandalay, commented:

“Mandalay Resources continued to build off the strong momentum generated in 2020 and delivered its sixth consecutive quarter of excellent operational results, further demonstrating the sustainability of the Company’s operational turnaround. Consolidated saleable production of 28,676 ounces of gold equivalent was the Company’s highest since Q4 2017 and marked a third consecutive quarter of increased production. Mandalay’s production profile is stable and improving, and this solid start to the year puts us firmly on track to meet our 2021 production guidance.”

Mr. Duffy continued, “A large part of the strong quarter was due to the continued high-quality ore from Costerfield, which averaged grades of 11.0 g/t gold and 3.9% antimony processed in the quarter. In Q1 2021, we saw a slight dip in grades compared to Q4 2020 – mainly related to the site purposefully feeding lower grade material into the plant while dealing with a lack of processing reagents which impacted recoveries. The reagent sourcing issue has been resolved and we expect to be feeding higher grade into the plant going forward. The 15,458 ounces of gold equivalent produced this quarter was the site’s best quarterly result since Q2 2016. Given the homogenous grade profile of the ore body, we expect at least the same levels of performance from Costerfield for the remaining quarters of 2021.

“Stemming from COVID-19 related shipment delays, the commissioning of the cavitation tube flotation columns at Costerfield has fallen behind its Q1 2021 schedule. The project is now in its final stages of testing and we can expect a pass through of a trial batch in the upcoming weeks. Once operational, we anticipate an approximate 2-3% improvement in gold recoveries.”

Mr. Duffy continued, “At Björkdal, Q1 2021 production of 11,855 saleable gold ounces was in line with the previous quarter as we mined similar areas. The slight drop in production was related to inclement weather conditions in January and February which adversely affected plant processing rates. Over the first two months of the year the site averaged 3,390 tonnes per day processing. With improving weather conditions in March, we saw an uplift in processing rates to 3,520 tonnes per day. This resulted in an excellent March with an approximate 4,500 gold ounces produced – Björkdal’s best monthly result since July 2019. For the remainder of the year, we will continue with the ramp up of underground mining tonnage to 1.1 million tonnes and maximizing the delivery of higher-margin ore to the mill.”

Mr. Duffy added, “Not included in the Company’s 2021 production guidance was the trial processing of mineralized waste dump material at Cerro Bayo, which started on February 20. Average grades of the material processed were 32.5 g/t silver and 0.5 g/t gold, which produced 43,699 ounces of silver and 724 ounces of gold. This production is in line with our expectations and we will continue with this processing in the foreseeable future. The first concentrate sales are scheduled to occur in April.”    

Mr. Duffy concluded, “With this strong start to the year, Mandalay is excited to be growing from a solid, stable operational base and are looking forward to establishing a long-standing sustainable track record of performance.”

Saleable Production for the Quarter Ended March 31, 2021:

• In the first quarter of 2021, the Company produced a total of 23,661 ounces of gold, 832 tonnes of antimony and 43,699 ounces of silver representing a total of 28,676 ounces of gold equivalent, versus 21,370 ounces of gold and 1,108 tonnes of antimony, representing a total of 25,677 ounces of gold equivalent.
• Production at Björkdal was 11,855 ounces of gold in the first quarter of 2021 as compared to 10,750 ounces of gold in the first quarter of 2020.
• Production at Costerfield was 11,082 ounces of gold and 832 tonnes of antimony in the first quarter of 2021 versus 10,620 ounces gold and 1,108 tonnes antimony in the first quarter of 2020.
• Production at Cerro Bayo was 724 ounces of gold and 43,699 ounces of silver in the first quarter of 2021 versus no production in the first quarter of 2020.

Table 1 – First Quarter Saleable Production for 2021 and 2020, and Fourth Quarter of 2020

Metal	Source	Three months ended March 31 2021	Three months ended March 31 2020	Three months ended December 31 2020
Gold (oz)	Björkdal	11,855	10,750	12,252
	Costerfield	11,082	10,620	12,236
	Cerro Bayo	724	–	–
	Total	23,661	21,370	24,488
Antimony (t)	Costerfield	832	1,108	858
Silver (oz)	Cerro Bayo	43,699	–	–
Average quarterly prices:
Gold US$/oz		1,795	1,582	1,876
Antimony US$/t		9,442	6,152	6,260
Silver US$/oz		26.23	16.95	24.43
Total Gold Eq. (oz) (1)
	Björkdal	11,855	10,750	12,252
	Costerfield	15,458	14,927	15,099
	Cerro Bayo	1,363	–	–
	Total	28,676	25,677	27,351

1. Quarterly gold equivalent ounces (“Au Eq. oz”) produced is calculated by multiplying the saleable quantities of gold (“Au”), silver (“Ag”) and antimony (“Sb”) in the period by the respective average market prices of the commodities in the period, adding the amounts to get a “total contained value based on market price”, and then dividing that total contained value by the average market price of Au in the period. Average Au and Ag prices in the periods are calculated as the average of the daily LME PM fixes in the period, with price on weekend days and holidays taken of the last business day; average Sb price in the period is calculated as the average of the daily average of the high and low Rotterdam warehouse prices for all days in the period, with price on weekend days and holidays taken from the last business day. The source for Au and Ag prices is www.transamine.com, and Sb price is www.metalbulletin.com.

Sales for the Quarter Ended March 31, 2021:

• In the first quarter of 2021, the Company sold a total of 23,857 ounces of gold and 829 tonnes of antimony, representing a total of 28,218 ounces of gold equivalent, versus 20,932 ounces of gold and 860 tonnes of antimony in the first quarter of 2020, representing a total of 24,276 ounces of gold equivalent.
• Björkdal sold 12,076 ounces of gold in the first quarter of 2021 versus 11,765 ounces of gold in the first quarter of 2020.
• Costerfield sold 11,781 ounces of gold and 829 tonnes of antimony in the first quarter of 2021 versus 9,167 ounces of gold and 860 tonnes of antimony in the first quarter of 2020.

• There were no sales at Cerro Bayo in the first quarter of 2021 or the first quarter of 2020.

Table 2 – First Quarter Sales for 2021 and 2020, and Fourth Quarter of 2020

Metal	Source	Three months ended March 31 2021	Three months ended March 31 2020	Three months ended December 31 2020
Gold (oz)	Björkdal	12,076	11,765	10,746
	Costerfield	11,781	9,167	10,943
	Total	23,857	20,932	21,689
Antimony (t)	Costerfield	829	860	915
Average quarterly prices:
Gold US$/oz		1,795	1,582	1,876
Antimony US$/t		9,442	6,152	6,260
Total Gold Eq. (oz) 1
	Björkdal	12,076	11,765	10,746
	Costerfield	16,142	12,511	13,996
	Total	28,218	24,276	24,742

1. Quarterly Au Eq. oz sold is calculated by multiplying the saleable quantities of Au, and Sb in the period by the respective average market prices of the commodities in the period, adding the amounts to get a “total contained value based on market price”, and then dividing that total contained value by the average market price of Au for the period. The source for Au and Ag prices is www.transamine.com, and Sb price is www.metalbulletin.com, with price on weekend days and holidays taken of the last business day.

For Further Information:

Dominic Duffy
President and Chief Executive Officer

Edison Nguyen
Manager, Analytics and Investor Relations

Contact:
647.260.1566

About Mandalay Resources Corporation:

Mandalay Resources is a Canadian-based natural resource company with producing assets in Australia and Sweden, and care and maintenance and development projects in Chile. The Company is focused on growing production at its gold and antimony operation in Australia, and gold production from its operation in Sweden to generate near-term cash flow.

Forward-Looking Statements:

This news release contains “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the Company’s production of gold, antimony and silver, c for the 2021 fiscal year. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, changes in commodity prices and general market and economic conditions. The factors identified above are not intended to represent a complete list of the factors that could affect Mandalay. A description of additional risks that could result in actual results and developments differing from those contemplated by forward-looking statements in this news release can be found under the heading “Risk Factors” in Mandalay’s annual information form dated March 30, 2021, a copy of which is available under Mandalay’s profile at

www.sedar.com

. In addition, there can be no assurance that any inferred resources that are discovered as a result of additional drilling will ever be upgraded to proven or probable reserves. Although Mandalay has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.