Glacier and GVIC Complete Plan of Arrangement

VANCOUVER, British Columbia, March 31, 2021 (GLOBE NEWSWIRE) — Glacier Media Inc. (TSX: GVC) (“Glacier”) and GVIC Communications Corp. (TSX: GCT) (“GVIC”) today jointly announced that the previously announced plan of arrangement (the “Arrangement”) pursuant to which Glacier will acquire all of the Class B voting common shares (“GVIC B Shares”) and Class C non-voting shares (“GVIC C Shares”) of GVIC not currently held by Glacier and its subsidiary, or by a wholly-owned limited partnership of GVIC will be effective at 11:59 PM today (the “Effective Time”). As of the Effective Time, shareholders of GVIC are entitled to receive, for each GVIC Share held, 0.8 of a common share of Glacier (“Glacier Share”).

The Arrangement was approved by shareholders of GVIC at a special meeting of shareholders held on March 17, 2021 and by the Supreme Court of British Columbia on March 22, 2021.

It is expected that the GVIC B Shares and the GVIC C Shares will each be delisted from the Toronto Stock Exchange (“TSX”) on or about April 6, 2021. The Glacier Shares will continue to trade on the TSX under the symbol “GVC”.

INFORMATION FOR GVIC SHAREHOLDERS

Registered holders of GVIC Shares are reminded that they must properly complete, sign and return the letter of transmittal to Computershare Investor Services Inc., as depositary, in order to receive the Glacier Shares they are entitled to in connection with the Arrangement. Holders of GVIC Shares who hold their shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary in order to receive the Glacier Shares they are entitled to in connection with the Arrangement. GVIC shareholders who have questions or require assistance with submitting their GVIC B Shares or GVIC C Shares may direct their questions to Computershare Investor Services Inc., by telephone at 1-800-564-6253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial) or by email at [email protected].

The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.

FORWARD LOOKING STATEMENTS

This news release contains forward-looking statements that relate to, among other things, GVIC and Glacier’s objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates. These forward-looking statements include, among other things, statements relating to GVIC and Glacier’s expectations regarding the time of the Effective Time, the delisting of the GVIC Shares from the TSX, reduction of costs, the effect of marketing efforts, any increase in market demand and the ability to resolve intercompany loans. These forward-looking statements are based on certain assumptions, including the implementation of cost reductions and marketing efforts, resolution of intercompany loans, the time of the Effective Time and the delisting of the GVIC Shares from the TSX, which are subject to risks, uncertainties and other factors which may cause results, performance or achievements of GVIC and Glacier to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, and undue reliance should not be placed on such statements.

Important factors that could cause actual results to differ materially from these expectations include failure to implement or achieve intended results from cost reduction and marketing efforts, to resolve intercompany loans, failure to achieve the Effective Time, failure to delist the GVIC Shares from the TSX, general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, failure to implement or achieve the intended results from cost reduction and marketing initiatives, the failure to resolve intercompany loans and the other risk factors listed in each of GVIC and Glacier’s Annual Information Forms under the heading “Risk Factors” and in their respective MD&A under the heading “Business Environment and Risks”, many of which are out of GVIC and Glacier’s control. These other risk factors include, but are not limited to, the impact of Coronavirus, that future cash flow from operations and the availability under existing banking arrangements are believed to be adequate to support financial liabilities and that GVIC expects to be successful in its objection with CRA, the ability of Glacier and GVIC to sell advertising and subscriptions related to its publications, foreign exchange rate fluctuations, the seasonal and cyclical nature of the agricultural and energy sectors, discontinuation of government grants, general market conditions in both Canada and the United States, changes in the prices of purchased supplies including newsprint, the effects of competition in Glacier’s and GVIC’s markets, dependence on key personnel, integration of newly acquired businesses, technological changes, tax risk, financing risk, debt service risk and cybersecurity risk.

The forward-looking statements made in this news release relate only to events or information as of the date on which the statements are made. Except as required by law, neither GVIC nor Glacier undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

ABOUT GLACIER

Glacier Media Inc. is an information & marketing solutions company pursuing growth in sectors where the provision of essential information and related services provides high customer utility and value. Glacier’s products and services are focused in two areas: 1) data, analytics and intelligence; and 2) content & marketing solutions.

ABOUT GVIC

GVIC Communications Corp. is an information & marketing solutions company pursuing growth in sectors where the provision of essential information and related services provides high customer utility and value. GVIC’s products and services are focused in two areas: 1) data, analytics and intelligence; and 2) content & marketing solutions.

FOR FURTHER INFORMATION PLEASE CONTACT:

Mr. Orest Smysnuik, Chief Financial Officer, Glacier Media Inc. 604-708-3264. Mr. Jon Kennedy, President & Chief Executive Officer, GVIC Communications Corp. 604-708-3276.



BMO recognized by Environmental Finance’s 2021 Bond Awards

Canada NewsWire

  • BMO joint winner of Environmental Finance’s 2021 Lead Manager of the Year, Social Bonds – Local Authority/Municipality category
  • City of Toronto Social Bond is first-ever Social Bond from a Canadian Government issuer

TORONTO, March 31, 2021 /CNW/ – BMO Financial Group (TSX: BMO) (NYSE: BMO) was one of several organizations recognized today by Environmental Finance’s 2021 Bond Awards in the category of Lead Manager of the Year, Social Bonds – Local Authority/Municipality category. 

BMO was recognized for its work on the inaugural Social Bond issued under the new City of Toronto Social Debenture Framework in June 2020 — the first-ever Social Bond from a Canadian Government issuer. According to data from the International Capital Market Association (ICMA), the City of Toronto was only the third local government globally to issue a Social Bond in accordance with the ICMA Social Bond Principles. 

The City of Toronto Social Bond, issued under Toronto’s Social Debenture Framework, is part of a program to promote positive socioeconomic outcomes, from affordable housing and access to essential infrastructure and services, to socioeconomic advancement and empowerment.

“We’re pleased about the recognition the City of Toronto Social Bond has received from Environmental Finance,” said Jonathan Hackett, Head, BMO Sustainable Finance. “Government Social Bond issuances are an emerging and increasingly important area of sustainable financing and BMO is excited to be a leader in this growing space — one that so closely aligns with our Purpose to grow the good.”

“The pandemic has put pre-existing systemic socio-economic inequalities and poverty into the spotlight. We need to address these issues at the forefront of our thinking,” said Heather Taylor, Chief Financial Officer and Treasurer, City of Toronto. “The City of Toronto’s$100 million social bond proceeds have helped fund critical strategic initiatives that include shelters and affordable housing.” 

The $100 million bond issue, with a 10-year maturity, will mature on December 2, 2030.  Investors paid a price of $99.98 to yield 1.602 per cent, which is the lowest borrowing cost the City of Toronto has ever secured. The proceeds from this issuance will be used to help fund Shelter, Support and Housing Administration’s George Street Revitalization and 1,000 New Shelter Beds projects. More information about the City’s Social Debenture Program is available on the City’s website.

BMO continues to make significant progress on its Purpose to double the good for a sustainable future:

  • In 2019, BMO unveiled its Purpose to Boldly Grow the Good in business and life, announcing commitments to double the good for a thriving economy, sustainable future, and inclusive society
  • BMO has been carbon neutral across its operations since 2010 and in October 2020 BMO reached a key milestone in matching 100 per cent of electricity usage with renewable electricity
  • In 2019, BMO issued a $500 million USD Sustainability Bond with use of proceeds tied to the UN Sustainable Development Goals
  • In February 2021, BMO provided the first labelled Green Loan in Canadian history to Atlantic Packaging to finance a new 100% recycled containerboard facility, and worked with Atlantic to publish a Green Financing Framework
  • In March 2021 the bank announced its climate ambition, including plans to build unique climate analytics capabilities to be its clients’ lead partner in the transition to a net zero world. As part of the announcement the bank introduced the BMO Climate Institute, a multi-disciplinary organization harnessing science, analytics powered by innovative technology and industry leading expertise. BMO will more than double its Sustainable Finance commitment to deploying $300 billion in sustainable lending and underwriting by 2025, and mobilizing $700 billion via Responsible advisory and investment management services by 2025      

BMO’s leadership on sustainability has been recognized on numerous rankings:

  • Ranked 15th on the Wall Street Journal’s 2020 list of the 100 Most Sustainably Managed Companies in the World, third overall on Social Capital, only bank in North America
  • Top North American bank on Corporate Knights’ 2021 Global 100 Most Sustainable Corporations in the World for the second year in a row
  • Ranked in the top 10 per cent of banks globally on the Dow Jones Sustainability Index, and the top North American bank (2020)
  • Scored an A- on the 2020 CDP Climate Change disclosure
  • Ethisphere® Institute’s 2020 list of the World’s Most Ethical Companies®
  • Corporate Knights 2020 Best 50 Corporate Citizens in Canada

For more information on BMO’s commitment to a sustainable future, please visit the bank’s Sustainability Report. For BMO’s climate ambition, visit our Climate page.

About BMO Financial Group 
Serving customers for 200 years and counting, BMO is a highly diversified financial services provider – the 8th largest bank, by assets, in North America. With total assets of $973 billion as of January 31, 2021, and a team of diverse and highly engaged employees, BMO provides a broad range of personal and commercial banking, wealth management and investment banking products and services to more than 12 million customers and conducts business through three operating groups: Personal and Commercial Banking, BMO Wealth Management and BMO Capital Markets.

SOURCE BMO Financial Group

Element Announces Pricing of Private Offering of Senior Notes

Dollar amounts in USD unless otherwise noted

TORONTO, March 31, 2021 (GLOBE NEWSWIRE) — Element Fleet Management Corp. (TSX: EFN) (“Element” or the “Company”), the largest pure-play automotive fleet manager in the world, today announced that it has agreed to sell US$500 million aggregate principal amount of 1.60% Senior Notes due 2024 (the “Notes”) in a private offering that will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will mature on April 6, 2024.

The net proceeds from the offering are expected to be used for working capital and general corporate purposes. The offering is expected to close on April 6, 2021, subject to customary closing conditions.

The Notes will not be registered under the Securities Act or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. Additionally, in Canada the offering will be made pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Element Fleet Management

Element Fleet Management (TSX: EFN) is the largest pure-play automotive fleet manager in the world, providing the full range of fleet services and solutions to a growing base of loyal, world-class clients – corporates, governments and not-for-profits – across North America, Australia and New Zealand. Element’s services address every aspect of clients’ fleet requirements, from vehicle acquisition and maintenance to accident recovery and remarketing. Clients benefit from Element’s expertise as the largest fleet solutions provider in its markets – offering economies of scale and insight used to reduce fleet operating costs.

Forward-Looking Statements

This press release includes forward-looking statements regarding Element and its business. Such statements are based on the current expectations and views of future events of Element’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements, including, among others, statements regarding the use of proceeds from the offering of the Notes, Element’s ability to execute on its client-centric business strategy, including improvements to run-rate profitability, enhancements to clients’ service experience and service levels, enhancement of financial performance, improvements to client retention trends, reduction of operating expenses, increases in efficiency, plans to sell its interests in non-core assets, terms of the dividend reinvestment plan, creation of value for all stakeholders, expectations regarding syndication, growth prospects, level of workforce engagement, improvements to magnitude and quality of earnings, executive hiring and retention, process and infrastructure transformation, focus and discipline in investing, balance sheet management and plans to reduce leverage ratios, anticipated benefits of the balanced scorecard initiative and expectations regarding financial performance. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Such risks and uncertainties include those regarding the COVID-19 pandemic and the ongoing rollout of currently available vaccines, risks regarding the fleet management and finance industries, economic factors, risks related to the payment of dividends, risks related to business integration and many other factors beyond the control of Element. A discussion of the material risks and assumptions associated with this outlook can be found in Element’s annual MD&A and Annual Information Form for the year ended December 31, 2020, each of which has been filed on SEDAR and can be accessed at www.sedar.com. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Element undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.



Contact:

Michael Barrett
Vice President, Investor Relations
(416) 646-5698
[email protected]

Washington Water Service Enters Contract to Operate Stroh’s Water System

Agreement Includes Option for Purchase

GIG HARBOR, Wash., March 31, 2021 (GLOBE NEWSWIRE) — Washington Water Service (Washington Water), a subsidiary of California Water Service Group (Group), has entered into an agreement with Stroh’s Water Company (Stroh’s Water) to operate and maintain its water system, which serves about 1,000 customer connections near Washington Water’s existing service areas.

Washington Water plans to interconnect its East Pierce system with the Stroh’s Water system to improve water service reliability to Stroh’s customers. In addition to providing full operation and maintenance (O&M) services of the water system, Washington Water will provide billing, customer service, and emergency response to local customers. The O&M agreement extends for a two-year term, with the opportunity to purchase the system in the future.

“We are committed to providing a reliable supply of safe, high-quality water and excellent service to Stroh’s Water customers, and appreciate the company’s confidence in our expertise to serve them,” said Group’s President and Chief Executive Officer Martin A. Kropelnicki. “We look forward to providing the same quality, service, and value here that we’re committed to delivering throughout our Washington service areas.” 

About Washington Water Service and California Water Service Group

Washington Water Service provides regulated water utility service to 36,000 customer connections in Clallam, Jefferson, Kitsap, Mason, Pierce, King, San Juan, and Thurston counties, as well as wastewater service on Orcas Island.  California Water Service Group is the parent company of regulated subsidiaries California Water Service, Washington Water Service, New Mexico Water Service, and Hawaii Water Service. Together, these companies employ almost 1,200 people who provide water and wastewater service to more than 2 million people in California, Washington, New Mexico, and Hawaii.  California Water Service Group’s common stock trades on the New York Stock Exchange under the symbol “CWT.” Additional information is available online at www.calwatergroup.com.

This news release contains forward-looking statements within the meaning established by the Private Securities Litigation Reform Act of 1995 (“Act”). The forward-looking statements are intended to qualify under provisions of the federal securities laws for “safe harbor” treatment established by the Act. Forward-looking statements are based on currently available information, expectations, estimates, assumptions and projections, and management’s judgment about the Company, the water utility industry and general economic conditions. Such words as would, expects, intends, plans, believes, estimates, assumes, anticipates, projects, predicts, forecasts or variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not guarantees of future performance. They are subject to uncertainty and changes in circumstances. Actual results may vary materially from what is contained in a forward-looking statement. Factors that may cause a result different than expected or anticipated include, but are not limited to: ability to operate Stroh’s Water Company in an accretive manner; natural disasters or calamities, public health crises, pandemics, epidemics, or outbreaks of a contagious disease, such as the recent outbreak of coronavirus (COVID‐19), or any escalation or worsening of the foregoing; governmental and regulatory commissions’ decisions, including decisions on proper disposition of property; consequences of eminent domain actions relating to our water systems; changes in regulatory commissions’ policies and procedures; the timeliness of regulatory commissions’ actions concerning rate relief and other actions; changes in water quality standards; changes in environmental compliance and water quality requirements; electric power interruptions; housing and customer growth trends; the impact of opposition to rate increases; our ability to recover costs; availability of water supplies; issues with the implementation, maintenance or security of our information technology systems; civil disturbances or terrorist threats or acts; the adequacy of our efforts to mitigate physical and cyber security risks and threats; the ability of our enterprise risk management processes to identify or address risks adequately; labor relations matters as we negotiate with unions; changes in customer water use patterns and the effects of conservation; the impact of weather and climate on water quality, water availability, water sales and operating results, and the adequacy of our emergency preparedness; and, other risks and unforeseen events. When considering forward-looking statements, you should keep in mind the cautionary statements included in this paragraph, as well as the annual 10-K, Quarterly 10-Q, and other reports filed from time-to-time with the Securities and Exchange Commission (SEC). The Company assumes no obligation to provide public updates of forward-looking statements.

Contact: Yvonne Kingman, (310) 257-1434



Core Molding Technologies Accelerates The Expiration Of Stockholder Rights Plan

PR Newswire

COLUMBUS, Ohio, March 31, 2021 /PRNewswire/ — Core Molding Technologies, Inc. (NYSE American: CMT) today announced that its board of directors voted to accelerate the expiration of the company’s stockholder rights plan to March 31, 2021 to further enhance the company’s corporate governance profile. The stockholder rights plan was originally scheduled to expire on April 20, 2021.  Stockholders do not have to take any action as a result of this accelerated termination.

The decision to accelerate the expiration of the stockholder rights plan was the result of careful analysis including input from corporate governance experts. The plan was adopted in April of 2020 to protect against any potential future use of coercive or abusive takeover techniques and to help ensure that the Company’s stockholders were not deprived of the opportunity to realize the full and fair value of their investment.  In adopting the plan, the Board had taken note of the unprecedented impact of the COVID-19 pandemic on the Company, including in the Company’s stock price, the substantial increase in trading volume and market volatility, and the significant impact the pandemic had across the manufacturing industry.  At the time of adoption of the plan the Company’s stock price was trading at approximately $2.90 per share. Shares currently trade at approximately $11.75 per share, an approximate 300% increase.  

“The acceleration of the expiration of the stockholder rights plan demonstrates the Board’s commitment to best corporate governance practices. Our decision incorporates valuable shareholder feedback, while ensuring that we have appropriate measures and policies in place to manage our business effectively,” said David L. Duvall, president and chief executive officer.


About Core Molding Technologies, Inc.

Core Molding Technologies is a manufacturer of sheet molding compound (“SMC”) and molder of thermoset and thermoplastic products. The Company operates in one operating segment as a molder of thermoplastic and thermoset (plastic) structural products. The Company’s operating segment consists of two component reporting units, Core Traditional and Horizon Plastics. The Company produces and sells molded products for varied markets, including medium and heavy-duty trucks, automobiles, marine, construction and other commercial markets. The Company offers customers a wide range of manufacturing processes to fit various program volume and investment requirements. These processes include compression molding of SMC, bulk molding compounds (“BMC”), resin transfer molding (“RTM”), liquid molding of dicyclopentadiene (“DCPD”), spray-up and hand-lay-up, direct long-fiber thermoplastics (“D-LFT”) and structural foam and structural web injection molding (“SIM”). Core Molding Technologies has its headquarters in Columbus, Ohio, and operates production facilities in Columbus, Ohio; Gaffney, South Carolina; Winona, Minnesota; Matamoros and Escobedo, Mexico; and Cobourg, Ontario, Canada. For further information, visit the company’s website at www.coremt.com.

Company Contact:

John Zimmer

Chief Financial Officer
614-870-5604
[email protected]

 

Cision View original content:http://www.prnewswire.com/news-releases/core-molding-technologies-accelerates-the-expiration-of-stockholder-rights-plan-301260121.html

SOURCE Core Molding Technologies, Inc.

Aris Gold Announces 2020 Financial Results

PR Newswire

VANCOUVER, BC, March 31, 2021 /PRNewswire/ – Aris Gold Corporation (Aris Gold or the Company) (TSX: ARIS) (OTCQX: ALLXF) announces fourth quarter (Q4) and full year 2020 financial results from its wholly owned Marmato mine in Colombia. The Company’s 2020 Management’s Discussion and Analysis (MD&A) and Financial Statements have been filed under the Company’s profile on SEDAR at www.sedar.com and are available on the Company’s website at www.arisgold.com.

2020 Achievements

Since the launch of the Company in February 2020, significant achievements and rapid progress has been made, including:

  • Completed a Preliminary Feasibility Study (PFS) for the expansion of the Marmato mine, which focused on the development of the Marmato Deep Zone (MDZ) mineralization, construction of a new 4,000 tonne per day (tpd) plant, new dry stack tailings storage facilities and the use of efficient mechanized mining methods.
  • Established a new Life of Mine plan for the Marmato mine based on a total Mineral Reserve1 of 2.0 million contained ounces (oz) gold from exploration drilling results to mid-March 2020.
  • Launched a 35,000-metre drill program at Marmato which commenced in May 2020, with the principal objective of converting Inferred Mineral Resources to Indicated Mineral Resources while also testing several newly discovered areas. Drilling results during 2020 included high-grade mineralization over broad widths demonstrating potential to extend the 13-year mine life outlined in the PFS. As of March 2021, this drill program was approximately 50% complete.
  • Acquired the Juby Gold Project in July 2020, an advanced stage exploration project in northeastern Ontario, and completed an updated Mineral Resource Estimate (the Juby MRE). which is included in the Juby Technical Report (as defined below). The Juby MRE included Indicated Resources of 770,000 contained oz gold based on 21.3 million tonnes at an average grade of 1.13 g/t and Inferred Resources of 1,488,000 contained oz of gold based on 47.1 million tonnes at an average grade of 0.98 g/t.
  • Completed three financings for gross proceeds of $186.5 million, which included:
    • C$50.0 million ($37.4 million) bought deal financing
    • $83.1 million senior secured Gold-Linked Notes (GLN) financing
    • C$85.0 million ($66.0 million) private placement led by the current Board and management
  • Arranged a $110.0 million precious metals streaming financing, the completion of which is subject to certain customary conditions.
  • Achieved the revised 2020 gold production guidance at the Marmato Upper Zone mine despite challenges associated with COVID-19 (See Q4 and Full Year 2020 Financial and Operating Highlights).
  • Negotiated a 30-year extension of the mining title at the Marmato mine to October 2051, which included an agreement with the Agencia Nacional de Mineria (ANM) for the creation of a social investment fund with a defined contribution formula based on gold production rates.

 Q4 and Full Year 2020 Financial and Operating Highlights

Q4

Full Year

2020

2019


2020

2019


Financial position, as at December 31 ($000s)

 Cash and cash equivalents


32,007

2,672

 Cash in escrow (1)


142,096

    Total, cash, cash equivalents and cash in escrow


174,103

2,672

 Precious metals streaming financing (2)


110,000

 Long-term debt


81,742


Operating data

 Gold produced (oz)

7,181

7,057


23,832

25,750

 Average realized gold price ($/oz sold)

$1,870

$1,470


$1,767

$1,387

 Cash costs ($/oz sold) (3)

1,238

927


1,168

983

 AISC ($/oz sold) (3)

1,941

1,281


1,653

1,222


Financial data ($000s, except per share amounts)

 Revenue

$12,550

$9,896


$42,790

$35,648

 Cost of sales

9,958

7,454


33,789

29,870

 Social programs

448


931

 Income from mining operations

2,144

2,442


8,070

5,778

 Adjusted EBITDA (3)

768

2,686


5,238

6,743

 Net (loss) income (4)

(33,744)

1,551


(83,114)

3,605

 Per share – basic and diluted

(0.32)

0.05


(1.25)

0.13

(1)

The net proceeds from the C$85 million private placement and the US$83 million of gold-linked notes were released from escrow on February 4, 2021

(2)

The Company has entered into a definitive Precious Metals Purchase Agreement with Wheaton Precious Metals International Ltd., the closing of which is subject to certain customary conditions. On closing, US$38 million will be paid to the Company with the remaining amount to be paid in tranches upon achievement of completion of * 50% and (y) 75%, of the Marmato Deep Zone expansion project construction.

(3)

For full details on cash costs, AISC and adjusted EBITDA calculations, see “Non-IFRS Measures” on pages 24 to 26 of the Company’s MD&A, available on SEDAR and on the Company’s website at www.arisgold.com. The Company has changed its methodology of calculating cash costs and AISC. Historical amounts have been updated for the purposes of comparison

(4)

The difference between Income from mining operations and Net (loss) income for the full year is primarily related to one-time expenses of $75.3 million included in Losses on financial instruments ($44.8 million), RTO Transaction Expense ($16.7 million), and Financing fees and expenses ($13.8 million)

Outlook

The key achievement of 2020 was the creation of Aris Gold as an independent public company with a strong financial platform to fund growth. During 2021, the focus shifts to improving the operating performance of the Marmato Upper Zone mine and to start realizing the potential of the Marmato Deep Zone by starting the development of a new MDZ underground mine and constructing a new processing facility in Q4.

Marmato – Upper Zone Operations

During 2021, Aris Gold expects steady improvements of Marmato’s current operations through implementation of comprehensive workforce training and redirecting site-level operations management while concurrently improving health, safety, and environmental performance.

During the ongoing modernization and expansion phase of the Marmato mine, the Company anticipates elevated AISC per oz due to increased investments in sustaining capital. During 2020, sustaining capital expenditures totalled $6.4 million or $268 per oz sold, and included $4.0 million or $168 per oz sold related to mine infrastructure improvements and equipment. The Marmato mine has been in operation since 1991 and investments are planned to refurbish Upper Zone operations in advance of the large-scale MDZ expansion project expected to start in Q4 2021.

Marmato – Developing the MDZ

During 2021, Aris Gold’s primary focus is the scheduled start of the Marmato Deep Zone project in Q4. The Marmato project team is implementing a comprehensive development plan that includes completing optimization studies, completing the 35,000-metre drill program and subsequently updating the mineral resource and reserve estimates, engaging an EPCM contractor, completing FEL3 design, amending the environmental management plan and continuing to advance health, safety, and community support programs.

Corporate Growth Strategy

On February 4, 2021, the Company changed its name to Aris Gold Corporation in association with the appointment of the current Board and management team and the expansion of the corporate growth strategy with the vision of building Aris Gold into their next globally relevant gold producer.

Aris Gold is pursuing a growth strategy of acquiring operating gold mines and projects nearing construction with the goal of creating value through adding scale and diversification. Aris Gold has a solid foundation and experienced team to implement its growth plans.

Technical Information

The scientific disclosure and technical information included in this Press Release is based upon information included in the technical reports listed below that were prepared in compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (NI 43-101).

  1. Marmato Technical Report entitled “Revised NI 43-101 Technical Report Pre-Feasibility Study Marmato Project Colombia” dated September 18, 2020 with an effective date of March 17, 2020. The Marmato Technical Report was prepared by Ben Parsons, MSc, MAusIMM (CP), Eric J. Olin, MSc Metallurgy, MBA, SME-RM, MAusIMM, Fernando Rodrigues, BS Mining, MBA, MAusIMM, MMSAQP, Jeff Osborn, BEng Mining, MMSAQP, Joanna Poeck, BEng Mining, SME-RM, MMSAQP, Fredy Henriquez, MS Eng, SME, ISRM, Breese Burnley, P.E., Cristian A Pereira Farias, SME-RM, David Hoekstra, BS, PE, NCEES, SME-RM, David Bird, PG, SME-RM, Mark Allan Willow, MSc, CEM, SME-RM, and Tommaso Roberto Raponi, P.Eng, each of whom is independent of the Company within the meaning of NI 43-101 and is a “Qualified Person” as such term is defined in NI 43-101.
  2. Juby Technical Report entitled “Technical Report on the Updated Mineral Resource Estimate for the Juby Gold Project” dated October 5, 2020 with an effective date of July 14, 2020. The Juby Technical Report was prepared by Joe Campbell, B.Sc., P.Geo., Alan Section, M.Sc., P.Geo., Duncan Studd, M.Sc., P.Geo. and Allan Armitage, Ph.D., P.Geo., each of whom is independent of the Company within the meaning of NI 43-101 and is a “Qualified Person” as such term is defined in NI 43-101

About Aris Gold

Aris Gold is a Canadian mining company listed on the TSX under the symbol ARIS. The Company is led by an executive team with a demonstrated track record of creating value through building globally relevant gold mining companies. Aris Gold operates the Marmato mine in Colombia, where a modernization and expansion program is underway, and the Juby project, an advanced exploration stage gold project in the Abitibi greenstone belt of Ontario, Canada. Aris Gold plans to pursue acquisition and other growth opportunities to unlock value creation from scale and diversification.

Additional information on Aris Gold can be found at www.arisgold.com and www.sedar.com.

Forward-looking Information

This news release contains “forward-looking information” or forward-looking statements” within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, including without limitation statements relating to the possibility of converting inferred resources to indicated resources at the Marmato Mine, completion of the precious metals stream financing and statements made under the heading “Outlook” are forward-looking. Generally, the forward-looking information and forward looking statements can be identified by the use of forward looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “will continue” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Statements concerning mineral resource estimates may also be deemed to constitute forward looking information to the extent that they involve estimates of the mineralization that will be encountered. The material factors or assumptions used to develop forward looking information or statements are disclosed throughout this presentation.

Forward looking information and forward looking statements, while based on management’s best estimates and assumptions, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Aris Gold to be materially different from those expressed or implied by such forward-looking information or forward looking statements, including but not limited to: the ability of the Aris Gold management team to successfully integrate with the current operations, risks related to international operations, risks related to general economic conditions, uncertainties relating to operations during the COVID-19 pandemic, actual results of current exploration activities, availability of quality assets that will add scale, diversification and complement Aris Gold’s growth trajectory; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; the ability to convert mineral resources to mineral reserves; fluctuations in foreign currency exchange rates, increases in market prices of mining consumables, risks associated with holding derivative instruments (such as credit risks, market liquidity risk and mark-to-market risk), possible variations in mineral reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; changes in national and local government legislation, taxation, controls, regulations, regulations and political or economic developments in Canada or Colombia, accidents and operations, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in obtaining governmental approvals including obtaining required environmental and other licenses, or in the completion of development or construction activities, changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which the Company operates, as well as those factors discussed in the section entitled “Risk Factors” in Aris Gold’s most recent AIF available on SEDAR at www.sedar.com.

Although Aris Gold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information or statements. The Company has and continues to disclose in its Management’s Discussion and Analysis and other publicly filed documents, changes to material factors or assumptions underlying the forward-looking information and forward-looking statements and to the validity of the information, in the period the changes occur. The forward-looking statements and forward-looking information are made as of the date hereof and Aris Gold disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results. Accordingly, readers should not place undue reliance on forward-looking statements and information.

This announcement does not constitute an offer of securities for sale in the United States, nor may any securities referred to herein be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933 as amended (the “Securities Act”) and the rules and regulations thereunder. The securities referred to herein have not been registered pursuant to the Securities Act and there is no intention to register any of the securities in the United States or to conduct a public offering of securities in the United States.

__________________________


1 Proven and Probable Mineral Reserves include proven mineral reserves of 0.807 million tonnes at 5.13g/t for 133,000 contained oz and probable mineral reserves of 18.898 million tonnes at 3.11 g/t for 1,888,000 contained oz. Full details of the Marmato Mineral Reserve Estimate are included in the Marmato Technical Report (as defined below).

 

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SOURCE Aris Gold Corporation

Conrad Industries Announces 2020 Results and Backlog

PR Newswire

MORGAN CITY, La., March 31, 2021 /PRNewswire/ — Conrad Industries, Inc. (OTC Pink: CNRD) today announced its 2020 results and backlog.

The Company had net loss of $4.0 million and loss per diluted share of $0.80 for the twelve months ended December 31, 2020 compared to net income of $86,000 and earnings per diluted share of $0.02 for the twelve months ended December 31, 2019. The Company’s financial reports are available at www.otcmarkets.com.

Our backlog as of December 31, 2020 was $183.7 million, compared to $79.2 million at December 31, 2019, and $127.7 million at December 31, 2018.

Johnny Conrad, Chairman and CEO stated, “We entered 2020 with profitable third and fourth quarters in 2019, improved performance on contracts, better margins in new construction, a solid infrastructure and oil transportation market and high hopes for continued business strengthening in 2020. However, the COVID-19 outbreak had a substantial adverse impact on our business. During the second quarter and remainder of 2020, our critical focus shifted primarily to protecting the health and safety of our workforce, managing cash and reducing costs, completing and delivering jobs in process, and working with our customers and potential customers to add backlog.”

Mr. Conrad continued, “Our loss was primarily related to the decrease in production volume of our business due to the pandemic. During 2020 we received a loan under the Paycheck Protection Program, which assisted us in retaining more employees than we otherwise would have been able to retain, paying allowed expenses and strengthening our financial position, which enabled us to obtain additional backlog. We believe we are eligible, and have applied for, forgiveness of the entire balance of the loan; however, no assurances can be provided that all or part of the loan will be forgiven. We did not include the loan forgiveness as income during 2020. If all or part of the loan had been forgiven in 2020, our net income would have been increased by the amount forgiven. If forgiveness is confirmed in 2021, our net income in 2021 will be increased by the amount forgiven.”

Mr. Conrad concluded “We are optimistic about the long-term prospects of our business; we also take note of near-term risks.  While the vaccine rollout and improved COVID-19 treatments provide a basis for optimism as 2021 progresses, and we ended the year with our largest backlog in 4 years, some uncertainty remains. We believe 2021 will be another challenging year, due to the continuing impacts of the pandemic, current high steel prices and constrained availability, and a competitive shipyard environment.”

Conrad Industries, Inc., established in 1948 and headquartered in Morgan City, Louisiana, designs, builds and overhauls tugboats, ferries, liftboats, barges, offshore supply vessels and other steel and aluminum products for both the commercial and government markets. The company provides both repair and new construction services at its five shipyards located in southern Louisiana and Texas.

Cautionary statement:  This press release contains forward-looking statements, which are all statements other than those of historical facts, and reflect our expectations as of the date of this press release about future events.  Forward-looking statements are subject to risks and uncertainties, including risks and uncertainties related to the COVID-19 pandemic, current high steel prices and constrained availability, competition, our reliance on cyclical industries, ability to perform contracts at costs consistent with estimated costs utilized in bidding, and ability to replenish our backlog and compete in changing markets.  These and other risks are discussed in more detail in our Annual Report and subsequent reports available on www.otcmarkets.com.  Should one or more of these risks materialize, achievement of anticipated results may differ materially from those anticipated.  We do not intend to update these forward-looking statements, other than through our regular quarterly and annual reports.

For Information Contact:

Cecil A. Hernandez (985) 702-0195
[email protected]

 

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SOURCE Conrad Industries, Inc.

High Tide Reports First Quarter 2021 Financial Results Featuring a 179% Increase in Revenue and Record Adjusted EBITDA of $4.6 Million

PR Newswire

CALGARY, AB, March 31, 2021 /PRNewswire/ – High Tide Inc. (“High Tide” or the “Company“) (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, filed its financial results for the first fiscal quarter of 2021 ending January 31, 2021, the highlights of which are included in this news release. The full set of Condensed Interim Consolidated Financial Statements and Management’s Discussion and Analysis can be viewed by visiting High Tide’s website at www.hightideinc.com, its profile page on SEDAR at www.sedar.com.

First Quarter 2021 – Financial Highlights:

  • Revenue increased by 179% to $38.3 million in the first quarter of 2021 compared to $13.7 million in the same quarter last year. The first quarter of 2021 financial results incorporate the acquisition of META Growth Corp. on November 18, 2020.
  • Gross profit increased by 208% to $14.8 million in the first quarter of 2021 compared to $4.8 million in the same quarter last year.
  • Gross profit margin in the first quarter of 2021 was 39% compared to 35% in the same quarter last year.
  • Adjusted EBITDA(1) for the first quarter of 2021 was $4.6 million compared to negative $0.8 million for same quarter last year.
  • Geographically in the first quarter of 2021, $34.2 million of revenue was earned in Canada, $3.9 million in the United States and $0.2 million internationally.
  • Segment-wise in the first quarter of 2021, $36.8 million of revenue was generated by Retail, $1.5 million by Wholesale, and an immaterial amount by Corporate.
  • Cash on hand as at January 31, 2021 totaled $16.6 million compared to $7.5 million as at October 31, 2020. The Company’s cash balance has subsequently increased to approximately $33 million as of today.

“I am extremely proud of our team for delivering the highest quarterly profit in High Tide’s history.  Despite facing the same challenges that all retailers have confronted during this pandemic, we recently crossed the 80-store milestone across Canada. Between the commencement of our application to list on the Nasdaq and the subsequent filing of the 40-F form with the SEC, and securing the acquisition of Smoke Cartel, the first quarter of 2021 has seen our team deliver on significant milestones that will drive future growth,” said Raj Grover, President and Chief Executive Officer. “Over the past few months, we have worked diligently to integrate META Growth into the High Tide family and as a result have already achieved 71% of our targeted synergies. As market dynamics continue to evolve in Canada, we are taking aggressive steps to adjust our business model, where appropriate, while pursuing expansion opportunities in the United States and Europe that would have an immediate positive impact on EBITDA,” added Mr. Grover. 

Fiscal First Quarter 2021 – Operational Highlights:

  • The Company completed the acquisition of META Growth Crop. and became the leading Canadian cannabis retailer by annualized revenue.
  • The Company’s common shares moved up to the TSX Venture Exchange.
  • The Company extended the maturity date on a $10.0 million credit facility with Windsor Capital to December 31, 2021 with a subsequent one-year extension to December 31, 2022 and a reduction of interest rate from 11.5% to 10.0%.
  • The Company entered into a loan agreement for $6.75 million maturing on December 31, 2024 of an undrawn balance on a $20.0 million credit facility obtained through the acquisition of META Growth Corp. Additionally, the Company extended maturity of META’s existing debt to December 31, 2024 and a reduction of all-inclusive interest rate from 12.5% to 10.0%. As of the date of this press release, the $6.75 million facility remains undrawn.
  • Approximately $7.4 million of debt converted into the Company’s common shares.
  • The Company opened three cannabis retail locations under the Canna Cabana and META banners: one in Guelph, Ontario, one in Toronto, Ontario, and one in Calgary, Alberta.

Subsequent Events:

  • The Company closed an oversubscribed bought deal equity financing for gross proceeds of $23 million.
  • After the first quarter of 2021, approximately $23 million of debt converted into the Company’s common shares.
  • The Company announced filing of Form 40-F with the U.S. Securities and Exchange Commission fulfilling a significant milestone for the NASDAQ listing.
  • The Company completed the acquisition of Smoke Cartel, Inc. (OTCQB: SMKC) for US$8.0 million.
  • Between February 1, 2021 and the date of this press release, the Company opened nine cannabis retail locations: seven in Alberta and two in Ontario.
  • Through the COVID-19 pandemic, all retail branded locations have remained operational, despite the complex conditions facing the retail industry across Canada. The Company has been nimble and adapted to frequently changing regulations – often at a municipal level – including launching delivery services to continue serving customers.

Selected financial information for the first quarter ended January 31, 2021:

(Expressed in thousands of Canadian Dollars)


Three Months Ended


January 31,


2021


$

2020

$

%

Change

Revenue


38,319

13,715

179%

Gross profit


14,768

4,793

208%

Total operating expenses


(16,813)

(6,910)

143%

Adjusted EBITDA(a)


4,602

(821)

NM

Loss from operations


(2,045)

(2,117)

(3%)

Net loss


(16,845)

(3,945)

327%

Loss per share (basic)


(0.04)

(0.02)

100%

Loss per share (diluted)


(0.02)

(0.02)

NM


(a)                

Adjusted EBITDA is a non-IFRS financial measure.

NM – Not Meaningful

The following is a reconciliation of Adjusted EBITDA to Net Loss:


Three Months Ended


January 31,
 


2021

2020

Net loss


(16,845)

(3,945)

Income taxes


588

(85)

Accretion and interest


2,702

1,734

Depreciation and amortization


6,094

1,269


EBITDA (1)


(7,461)

(1,027)

Foreign exchange


89

(4)

Revaluation of derivative liability (2)


10,484

(439)

Transaction and acquisition costs


1,581

622

Revaluation of marketable securities


(15)

Debt restructuring gain


(1,145)

Loss on extinguishment of debenture


516

Share-based compensation


553

27


Adjusted EBITDA (1)


4,602

(821)


(1)       

Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and Adjusted EBITDA. These measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. Non-IFRS measures provide investors with a supplemental measure of the Company’s operating performance and therefore highlight trends in Company’s core business that may not otherwise be apparent when relying solely on IFRS measures. Management uses non-IFRS measures in measuring the financial performance of the Company.


(2)       

The Company recorded a loss from the revaluation of derivative liability of $10,484 during the first quarter of 2021 (2020: gain of $439).  This non-cash accounting charge primarily relates to warrants issued to Windsor Private Capital in connection with the loan agreement entered into on January 6, 2020.  The cashless exercise feature in the warrants creates a derivative liability which is required to be revalued each reporting period.  The increase in our share price during the quarter resulted in an increase in the derivative liability.

Outlook

With the transaction of META having closed, the Company has solidified its leadership position in Canada.  High Tide remains focused on the Ontario market.  While pandemic restrictions caused a delay in construction in much of the province, the Company is encouraged by the Alcohol and Gaming Commission of Ontario’s decision on February 16, 2021 to increase the pace of Retail Store Authorizations it issues from 20 to 30 a week.  The Company expects to reach 30 open stores in the province by September 30, 2021, the date on which the cap for any one retailer can own is set to increase from 30 to 75.

While competition is increasing in the Alberta cannabis market, the Company has still been able to find pockets of areas where it believes it can profitably open new stores.  With the slowdown in construction in Ontario, the Company has increased the pace of buildouts in Alberta and expects more locations to open in the province next month.

The Company has been actively following developments in the U.S. cannabis sector, and while it appears that further liberalisation regarding the federal regulatory and legislative environment is possible, our immediate strategy does not rely on regulatory change.  Despite this, we remain just one transaction away from entering the bricks and mortar retail market in the U.S. when federally permissible.  High Tide believes it is very well positioned to take advantage of the growing ancillary and hemp derived CBD markets and estimates its current revenue run rate in the U.S., pro forma for the Smoke Cartel acquisition, to be over $25 million today.  The Company is in discussions with various parties across the federally permissible ecosystem in the U.S. which could help further expand its operations – and believes that its current financial health and application to list its shares on the Nasdaq may help accelerate its growth.

About High Tide Inc.

High Tide is a retail-focused cannabis company enhanced by the manufacturing and distribution of consumption accessories. The Company is the largest Canadian retailer of recreational cannabis as measured by revenue, with 80 branded retail cannabis locations spanning Ontario, Alberta, Manitoba and Saskatchewan. High Tide’s retail segment features the Canna Cabana, KushBar, Meta Cannabis Co., Meta Cannabis Supply Co. and NewLeaf Cannabis banners, with additional locations under development across the country. High Tide has been serving consumers for over a decade through its numerous consumption accessory businesses including e-commerce platforms Grasscity.com and CBDcity.com, and its wholesale distribution division under Valiant Distribution, including the licensed entertainment product manufacturer Famous Brandz. High Tide’s strategy as a parent company is to extend and strengthen its integrated value chain, while providing a complete customer experience and maximizing shareholder value. Key industry investors in High Tide include Aphria Inc. (TSX:APHA) (NYSE:APHA) and Aurora Cannabis Inc. (NYSE:ACB) (TSX:ACB). 

For more information about High Tide Inc., please visit www.hightideinc.com and its profile page on SEDAR at www.sedar.com

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this news release are forward-looking information or forward-looking statements, including, but not limited to (i) the Company’s application to list on the NASDAQ; (ii) the Company’s plans to adjust its business model and pursue expansion opportunities in the United States and Europe (iii) the Alcohol and Gaming Commission of Ontario’s intentions to increase the pace of Retail Store Authorizations it issues from 20 to 30 a week; (iv) the Company’s expectation to reach 30 open stores in Ontario by September, 30, 2021; (v) the Company’s expectations to profitably open new stores in Alberta, including several locations in the month of April; (vi) the Company’s belief that it is well positioned to take advantage of the growing ancillary and hemp derived CBD markets in the United States and estimates regarding its current revenue run rate in the United States, pro forma for the Smoke Cartel acquisition, to be over $25 million as of the date of this release; (vii) the Company’s expectations to further expand the Company’s operations in the United States through discussions with various parties across the federally permissible ecosystem in the United States; and (viii) the Company’s belief that its application to list its shares on the Nasdaq may accelerate the Company’s growth. Such information and statements, referred to herein as “forward-looking statements” are made as of the date of this news release or as of the date of the effective date of information described in this news release, as applicable. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations, or beliefs regarding future events. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (generally, forward-looking statements can be identified by use of words such as “outlook”, “expects”, “intend”, “forecasts”, “anticipates”, “plans”, “projects”, “estimates”, “envisages, “assumes”, “needs”, “strategy”, “goals”, “objectives”, or variations thereof, or stating that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions, and other similar terminology) are not statements of historical fact and may be forward-looking statements.

Such forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to the Company’s ability to execute on its business plan and that the Company will have sufficient funds to execute on its strategic growth objectives in 2021, including the ability of the Company to pursue and finance the potential acquisitions and new store openings referenced in this release; the Company’s ability to successfully list its shares on the Nasdaq;  and that the Company will not be required to implement any measures to address unanticipated developments (including developments relating to COVID-19) affecting the Company’s business, which could adversely affect the Company’s proposed business plan. However, there can be no assurance that any one or more of the government, industry, market, operational or financial targets as set out herein will be achieved. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements.

The forward–looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

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


This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

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SOURCE High Tide Inc.

FHLBank San Francisco Releases February 2021 Cost of Funds Index

SAN FRANCISCO, March 31, 2021 (GLOBE NEWSWIRE) — The Federal Home Loan Bank of San Francisco (Bank) announced March 31, 2021, that the 11th District Monthly Weighted Average Cost of Funds Index (“COFI”) for February 2021 is 0.408%. The index for January 2021 was 0.457%.

As previously announced, the Bank will no longer calculate the COFI after the publication of the December 2021 index on January 31, 2022, because of the significant decline in the number of financial institutions eligible to report the data used to calculate the indices.

The COFI is computed from the actual interest expense reported for a given month by the Arizona, California, and Nevada savings institutions members of the Bank that satisfy the Bank’s criteria for inclusion in the COFI (“COFI Reporting Members”). For February 2021, 9 eligible institutions reported COFI data. Changes in interest rates on adjustable rate mortgage loans offered by many financial institutions are tied to changes in the COFI.

Although the Bank makes a good faith effort to be accurate in the calculation and publication of the COFI, the Bank does not warrant, confirm, or guarantee the accuracy of the data it receives from its COFI Reporting Members, the accuracy of the COFI calculation, or the accuracy of the COFI as published. The Bank does not examine the books and records of its COFI Reporting Members for the purpose of confirming the accuracy of the data they deliver to the Bank used to calculate the COFI, and the Bank expressly disclaims all liability that may arise from any use of the COFI or the use of inaccurate data received from its COFI Reporting Members in calculating the COFI. In addition, the Bank expressly disclaims any liability to any person for any inaccuracy in the COFI, regardless of the cause, or for any resulting damages.

The Bank accepts data for the COFI for a given month from the COFI Reporting Members until 12 noon California time on the last business day of the following month and publishes the COFI for that given month based on data received by that time. The Bank will not revise or republish the COFI for a given month based on new or corrected data received after that time and expressly disclaims all liability that may arise as a result. In addition, although the Bank makes a good faith effort to publish the COFI on the last business day of the following month at or after 3 p.m. California time, the Bank does not guarantee that it will always publish the COFI at that date and time, and the Bank expressly disclaims any liability for any delay in publishing the COFI.

Certain corporate activity, such as charter changes or mergers, may cause the Bank to determine that a financial institution no longer qualifies as a COFI Reporting Member and will no longer be included in the COFI. Similarly, if a COFI Reporting Member’s Bank membership is terminated, it will no longer be included in the COFI. The impact of such removals on the COFI will depend entirely on the amount of interest expense and total funds of the entity being removed, and may be significant.

For additional information and disclosures about the calculation of the COFI, removal of a COFI Reporting Member, and other matters concerning the COFI, visit the Bank’s website at www.fhlbsf.com.

CONTACT: Mary Long, 415-616-2556 (office), 415-572-6717 (mobile), [email protected]



Vislink Reports Full Year 2020 Financial Results


With Completed Financial Turnaround, Improved Capital Base and Strong Fourth Quarter Revenues, Vislink is Positioned to Pursue Strategic Business Opportunities

HACKETTSTOWN, NJ, March 31, 2021 (GLOBE NEWSWIRE) — Vislink (“the “Company”) (Nasdaq: VISL), a global technology leader in the collection, delivery and management of high quality, live video and associated data, announced its results for the year ended December 31, 2020. Company management will host a live webcast on Thursday, April 1, 2021 at approximately 10:00 a.m. ET to review the Company’s financial and operating results and provide a general business update (see webcast details below).

2020 Business Update:

  • Received a $1.3 million contract from a European partner to supply equipment and services for border protection.
  • Received orders valued at over $400,000 for satellite communications equipment from Airbus Defence and Space Limited. The orders cover ground terminals to be used in support of the Airbus contract with the UK Government, providing satellite communications services to UK Government agencies and the Ministry of Defence through the Skynet 5 program.
  • Received a $400,000 contract to supply an airborne surveillance video downlink solution to a government agency located in the Middle East and North Africa region.
  • Chosen by Italian Integrator NVP SpA to provide high definition live onboard video systems for the prestigious European Ferrari Challenge Race Series.
  • Announced that RaceTech, a horseracing dedicated technical facilities provider in England, Wales and Scotland, is using Vislink’s wireless video communications systems to provide live coverage to racing fans in the United Kingdom.
  • Expanded the lineup of Refcam—ultra-small wireless wearable cameras for use in live sports production—in partnership with specialty camera systems provider Movicom.

Financial Update:

  • For the year ended December 31, 2020, revenue was $22.9 million, compared to $28.9 million for the year ended December 31, 2019.
  • Gross margins were 39.4% of revenue for the year ended December 31, 2020, compared to 45.6% of revenue for the year ended December 31, 2019.
  • For the year ended December 31, 2020, net loss attributable to common shareholders was $17.6 million, or $(1.19) per share, compared to net loss of $18 million, or $(12.08) per share for the year ended December 31, 2019.
  • EBITDA (earnings before interest, taxes depreciation and amortization) for December 31, 2020 was negative $16 million compared to negative $13.8 million for the year ended December 31, 2019. $5.8 million of the negative EBITDA of $16 million was attributable to a one-time write-off of expenses related to reductions in headcount, facilities and product lines.
  • Subsequent to the end of the fiscal year, completed a $50 million capital raise.
  • Ended the fourth quarter 2020 with $5.2 million in cash, compared to $1.7 million at the end of the fourth quarter of 2019.

“Although we were negatively impacted by the global business downturn due to COVID-19, we started to see positive signs in the business by the end of the year,” said Carleton Miller, CEO of Vislink. “Our fourth quarter revenues were over 40% higher than the third quarter, rebounding to almost $7 million, which represented the strongest quarter of the year. Our SATCOM business sector showed particular strength in the fourth quarter, with revenue increasing over 13% and bookings up over 52% from the same period in 2019. We also maintained targeted investments in key product lines, which will allow us to hold and expand our leadership in providing innovative video solutions across diverse industries.”

Mr. Miller continued, “For the second phase of our financial restructuring, we took concrete steps to increase liquidity and strengthen our financial position throughout the year. This included a strategic initiative undertaken in early 2020 to mitigate the potential impact of the COVID-19 pandemic, and further targeted reductions in operating expenditures that were made in November 2020. The implementation of proactive spending cuts across the business allowed us to realize savings of approximately $5 million in fiscal 2020. A significant portion of the loss we reported for the year was the result of necessary rightsizing actions that were taken. For the year, $5.8 million of the negative EBITDA of $16 million was attributable to a one-time write-off of expenses related to reductions in headcount, facilities and product lines. These aggressive actions allowed us to underpin the Company with financial and operational stability. We entered 2021 with an improved balance sheet, access to capital and cash available for targeted investments in engineering and R&D, new product development, channel expansion and strategic acquisitions. With Phase 2 of our financial turnaround largely complete, we are now entering the next chapter in our story—Phase 3—in which we will focus on pursuing profitable growth through both an increase in organic business development as well as accretive strategic alternatives. The $50 million capital raise we closed on last month will greatly facilitate these efforts.”

Mr. Miller concluded, “We are beginning to see renewed quoting activity as live in-person sports and entertainment events start to come back online. As a result, we remain cautiously optimistic that, as worldwide business starts returning to pre-pandemic levels in 2021, we will be well-positioned to capitalize on growing opportunities across our Live Event Production, Military/Government, SATCOM and Services solution areas through 2021 and beyond.”

Financial Results Webcast Details

On Thursday, April 1, 2021, Vislink’s CEO, Carleton Miller, and CFO, Michael Bond, will host a webcast at approximately 10:00 a.m. ET to review the Company’s financial and operating results and provide a general business update. This webcast will be live at https://services.choruscall.com/links/visl210401.html Investors will be able to submit questions during the webcast.

Non-GAAP Financial Measure: EBITDA

To supplement our financial results presented in accordance with Generally Accepted Accounting Principles (GAAP), we are presenting EBITDA in this earning release and the related earning conference call. EBITDA is a non-GAAP financial measure that is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. We define EBITDA as our net income (loss), excluding the impact of depreciation and amortization expense and interest income/expense. We have presented EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. In particular, we believe that excluding the impact of these expenses in calculating EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance. 

About Vislink Technologies, Inc.

Vislink is a global technology business specializing in the collection, delivery, and management of high quality, live video and associated data from the scene of the action to the viewing screen. For the broadcast markets, Vislink provides solutions for the collection of live news, sports, and entertainment events. Vislink also furnishes the surveillance and defense markets with real-time video intelligence solutions using a variety of tailored transmission products. The Vislink team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience to the areas of a terrestrial microwave, satellite, fiber optic, surveillance, and wireless communications systems, to deliver a broad spectrum of customer solutions. Vislink’s shares of Common Stock are publicly traded on the Nasdaq Capital Market under the ticker symbol “VISL.” For more information, visit www.vislink.com.

Note on Forward-looking Statements

Certain statements in this press release are forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in this press release, including those regarding the Company’s strategy, future operations, future financial position, projected expenses, prospects, plans, objectives of management and financial reporting abilities, maintenance of new product pipeline and technical innovation, the Company’s expected focus on financial discipline and cost reduction plans, anticipated cost savings, planned adjustments to its workforce, expected market opportunities across the Company’s operating segments, the Company’s expectations as to its operational turnaround, including operational efficiencies and future capital allocation, the effects of the COVID-19 pandemic, the sufficiency of the Company’s capital resources to fund the Company’s operations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on April 1, 2020 and in subsequent filings with, or submissions to, the SEC.

The statements made in this press release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.

Contacts

Investor Relations:
Phil Carlson
KCSA Strategic Communications
[email protected]

Media Relations:
Anthony Feldman / Jenny Robles
KCSA Strategic Communications
[email protected]

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN THOUSANDS EXCEPT NET LOSS PER SHARE DATA)

    For the Years Ended  
    December 31,  
    2020     2019  
Revenue, net   $ 22,882     $ 28,942  
Cost of Revenue and operating expenses                
Cost of components and personnel     13,867       15,741  
Inventory valuation adjustments     415       4,705  
General and administrative expenses     17,024       20,099  
Gain on lease termination     (21 )      
Research and development     2,698       3,232  
Loss on abandonment of property and equipment     680        
Impairment of inventory     3,801        
Impairment of right-of-use assets     895        
Amortization and depreciation     1,411       2,365  
Total cost of revenue and operating expenses     40,770       46,142  
Loss from operations     (17,888 )     (17,200 )
Other income (expenses)                
Changes in fair value of derivative liabilities     8       1,064  
Loss on conversion of debentures           (33 )
Gain on settlement of related party obligations     331        
Gain on settlement of debt     90        
Other income     5        
Interest expense, net     (121 )     (1,878 )
Total other income (expenses)     313       (847 )
Net loss   $ (17,575 )   $ (18,047 )
                 
Basic and diluted loss per share   $ (1.19 )   $ (12.08 )
                 
Weighted average number of shares outstanding:                
Basic and Diluted     14,811       1,494  
                 
Comprehensive loss:                
Net loss   $ (17,575 )   $ (18,047 )
Unrealized loss on currency translation adjustment     (59 )     (68 )
Comprehensive loss   $ (17,634 )   $ (18,115 )




VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

    December 31,  
    2020     2019  
ASSETS            
Current assets                
Cash   $      5,190     $ 1,737  
Accounts receivable, net            4,525       6,714  
Inventories, net            5,986       7,674  
Prepaid expenses and other current assets               814       660  
Total current assets     16,515       16,785  
Right of use assets, operating leases            1,077       1,925  
Property and equipment, net            1,138       1,972  
Intangible assets, net            1,921       2,922  
Total assets   $ 20,651     $ 23,604  
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Accounts payable   $      4,104     $ 6,784  
Accrued expenses            2,340       1,912  
Notes payable                 25       339  
Current portion of PPP loan               905        
Operating lease obligations, current               475       821  
Due to related parties           505  
Customer deposits and deferred revenue               975       2,821  
Derivative liabilities                 22       30  
Total current liabilities     8,846       13,212  
Long-term portion of PPP loan               263        
Operating lease obligations, net of current portion            1,545       1,163  
Total liabilities     10,654       14,375  
Commitments and contingencies (See Note 15)                
Stockholders’ equity                
Preferred stock – $0.00001 par value per share: 10,000,000 shares authorized at December 31, 2020 and 2019; -0- shares issued and outstanding as of December 31, 2020 and 2019            
Common stock, – $0.00001 par value per share, 100,000,000 shares authorized, 21,382,290 and 3,594,548 shares issued and 21,379,631 and 3,591,889 outstanding at December 31, 2020 and 2019, respectively            
Additional paid in capital        280,273       261,871  
Accumulated other comprehensive income               148       207  
Treasury stock, at cost – 2,659 shares as of December 31, 2020 and 2019, respectively     (277 )     (277 )
Accumulated deficit     (270,147 )     (252,572 )
Total stockholders’ equity     9,997       9,229  
Total liabilities and stockholders’ equity   $ 20,651     $ 23,604  

Reconciliation of GAAP to Non-GAAP Results


VISLINK TECHNOLOGIES, INC.



RECONCILIATION OF GAAP to NON-GAAP RESULTS
YEAR ENDING DECEMBER 31, 2020


(IN THOUSANDS)

Reconciliation of net income to EBITDA  
Net loss $ (17,575 )
interest expense   (121 )
Amortization and depreciation   1,411  
EBITDA $ (16,043 )