Market Newsdesk

March 31, 2021 7:33 am

Aquila Resources Announces Fourth Quarter and Year End 2020 Financial Results

Aquila Resources Announces Fourth Quarter and Year End 2020 Financial Results

TORONTO–(BUSINESS WIRE)–
Aquila Resources Inc. (TSX: AQA, OTCQB: AQARF) (“Aquila” or the “Company”) announces the filing of its financial results for the fourth quarter and year ended December 31, 2020. All amounts, unless indicated, are reported in US dollars.

“In 2020, Aquila significantly advanced our Back Forty Project in Michigan, highlighted by the Preliminary Economic Assessment the Company announced in August that showcased Back Forty’s potential as a near-term producer in the United States,” said Guy Le Bel, President & CEO of Aquila. “Despite the ongoing COVID-19 pandemic, Aquila was able to expand its team in Michigan and resolved all federal challenges to the Back Forty Project. Our current focus is securing additional capital and evaluating various strategic alternatives to maximize shareholder value, advancing the optimized Feasibility Study, and securing the remaining State permits required to build and operate Back Forty.”

ANNUAL HIGHLIGHTS

In August 2020, the Company announced the results of a positive Preliminary Economic Assessment (“PEA”) for the Company’s 100% owned Back Forty Project. Key highlights include:
- After-tax NPV at a 6% discount rate of $176.3 million (approximately C$235 million) with 26.1% IRR at long term consensus metal prices including $1,485 per ounce gold.
- After-tax NPV of $316.3 million at a 6% discount rate (approximately C$422 million) with 37.8% IRR at spot prices as of August 4, 2020 including $1,998 per ounce gold with gold generating 52% of revenue.
- Includes the known underground mineral resources at Back Forty, increasing the life of mine to 12 full years.
- Life of mine production of over 1.5 million gold equivalent ounces with production in Year 1 of 206,000 gold equivalent ounces.
- Pre-production capital costs of $250.4 million benefitting from significant nearby infrastructure.
- Potential value enhancement through additional exploration as the deposit remains open at depth.
In January 2020, in a unanimous decision, the United States Court of Appeals for the Seventh Circuit (the “Appeals Court”) upheld the dismissal of a lawsuit related to Aquila’s Wetlands Permit brought by the Menominee Indian Tribe of Wisconsin (the “Tribe”) in the State of Wisconsin. In May 2020, in a unanimous decision, the Appeals Court denied an earlier request by the Tribe for a rehearing of its appeal. This marks the end of the Tribe’s federal challenge to the Back Forty Project.
In August 2020, the Company added two key hires to its team:
- The Company hired Mike Foley as Director of Environment & Infrastructure. Mr. Foley has 32 years of experience as a Civil Engineer in the Upper Peninsula of Michigan and northern Wisconsin.
- The Company hired Bob Mahin as Director of Exploration. Mr. Mahin is a senior level geologist with thirty years of progressive experience guiding mineral exploration programs. Since 1990, Mr. Mahin has been based in Michigan’s Upper Peninsula and has gained progressive experience from fieldwork to managing multi-million-dollar exploration programs in the pursuit of gold and base metals.
In September 2020, the Company held its 2020 annual meeting of shareholders at which the six nominees listed in the management information circular were elected as directors of Aquila. The Company welcomed a new director, Mr. Paul Johnson, to the Board. Mr. Johnson is a mining engineer with 40 years of experience in the mining industry. Prior experience includes serving as Open Pit Project Evaluation Manager for Osisko Gold Royalties and being part of the initial development team for Osisko Mining Corporation’s Canadian Malartic project.
In June 2020, the Company announced that it entered into definitive agreements to amend certain terms of its gold and silver purchase agreements with a subsidiary of Osisko Gold Royalties Ltd (“Osisko”) in order to accelerate Aquila’s access to a portion of the outstanding funding under the gold purchase agreement and to provide additional flexibility.
In August 2020, the Company achieved DTC eligibility for its common shares from The Depository Trust Company (“DTC”). The DTC is a subsidiary of the Depository Trust & Clearing Corp. and manages the electronic clearing and settlement for the vast majority of publicly traded equities and other securities in the United States. This electronic method of clearing securities accelerates the settlement process for investors and brokers, enabling the stock to be traded over a much wider selection of brokerage firms by coming into compliance with their requirements. The Company’s common shares continue to be listed for trading in the United States on the OTCQB market under the symbol AQARF.

FOURTH QUARTER HIGHLIGHTS

As at December 31, 2020, Aquila had cash of $1.8 million and negative working capital of $0.8 million. This compared to cash of $4.0 million and working capital of $1.6 million at December 31, 2019. The decrease in working capital is primarily due to permitting and legal activities at its Back Forty Project. The Company is focused on securing financing in the near-term.
In December 2020, the Ingham County Circuit Court in the State of Michigan upheld the final decision of the Michigan Department of Environment, Great Lakes, and Energy (“EGLE”) to issue the Back Forty Mining Permit after a lengthy contested case hearing initiated by two petitioners. Subsequent to its issuance by EGLE, the Mining Permit was upheld by the Judge and an environmental review panel made up of technical experts from various fields.

POST QUARTER HIGHLIGHTS

In February 2021, a resolution supporting the mining industry in Michigan was introduced into the Michigan Senate. The resolution has been reported out of committee without changes and is expected to be adopted by the Senate in the current legislative session.
On February 1, 2021, the Company appointed Guy Le Bel as President & CEO of Aquila. Barry Hildred transitioned to the role of Executive Chair of the Board of Directors and Ted Munden, outgoing Chair of the Board of Directors, was appointed to the position of Lead Director. Mr. Le Bel brings more than 35 years of experience in business and project development, strategic and financial planning, and permitting in the Americas to Aquila. Most recently, he was CEO and CFO of Golden Queen Mining Ltd. until its acquisition in 2020 by Falco Resources Ltd. Mr. Le Bel holds an MBA Finance from Ecole des Hautes Études Commerciales (Montreal), a Master Applied Sciences, Mining Engineering from the University of British Columbia and a B.Sc. Mining Engineering from Université Laval. He is a Professional Engineer (O.I.Q.).
In March 2021, Aquila announced that it entered into definitive agreements (the “2021 Stream Agreement Amendments”) with Osisko to amend certain terms of the Gold Stream and Silver Stream in order to provide additional flexibility. Under the terms of the 2021 Stream Agreement Amendments, Osisko agreed to adjust certain milestone dates under the Gold Stream and the Silver Stream to align the streams with the current project development timeline.
In March 2021, Aquila engaged Osisko Technical Services (“OTS”) to lead an optimized feasibility study (the “Feasibility Study”) for the Back Forty Project. OTS’ technical team has a proven track record of project execution. Aquila will leverage the team’s combined engineering, permitting, construction and operating expertise to unlock value and advance the Back Forty Project through its next phase of development.
In January 2021, an administrative law judge for the Michigan Office of Administrative Hearings and Rules (the “Judge”) issued a decision denying the prior issuance of the Back Forty Wetlands Permit. In his decision, the Judge determined that Aquila’s groundwater model does not provide a reliable identification of wetland impacts and therefore found the permit application to be administratively incomplete. The Judge also determined that Aquila did not provide a complete assessment of potential alternatives to its proposed plan. Aquila has appealed the Judge’s decision to the EGLE environmental review panel (the “Panel”). The Panel is expected to render a decision in the second half of 2021. The Panel has the authority to adopt, remand, modify, or reverse, in whole or in part, the Judge’s decision. The decision of the Panel will become the final decision of EGLE.
In January 2021, a Michigan Public Service Commission Administrative Law Judge rejected Alger Delta Power Cooperative’s motion which objected to Upper Michigan Energy Resources Corporation’s (UMERC) filing of its Notice of Intent to Serve the Back Forty Mine. The Company believes this decision paves the way for Aquila to choose whichever electrical service provider it deems best for the Back Forty Project.
On March 24, 2021, the Company announced that it filed a preliminary short form prospectus in connection with a marketed equity offering (the “Offering”). On March 25, 2021, the Company announced that, in light of current market conditions, it determined not to proceed with the Offering. Aquila is working with its advisors to consider and evaluate various strategic alternatives to maximize shareholder value, including looking to realize value from its Wisconsin properties.

OUTLOOK

The Company will continue to advance its Back Forty Project in Michigan where the main objectives are completing the optimized Feasibility Study and securing the remaining permits required for construction and operations. The Feasibility Study will incorporate both the open pit and underground mine plans. Following the completion of the Feasibility Study, the Company will submit revised permit applications to EGLE to align the permits with the Feasibility Study design. EGLE previously issued the Company the four key permits required to build and operate the Back Forty Project, being a Mining Permit, Air Permit, NPDES Permit, and a Wetlands Permit (which was subsequently denied by the Judge in January 2021), based on the development plan contemplated in the Company’s open pit only feasibility study filed on SEDAR on September 7, 2018. The Company believes that permit applications that reflect the Feasibility Study design will demonstrate reduced environmental impact and a longer mine life for the benefit of all stakeholders.
Aquila will continue to advance its appeal of the Judge’s decision to deny the issuance of the Back Forty Wetlands Permit. Through its appeal, at a minimum, Aquila is seeking to clarify certain aspects of the decision to facilitate further permitting efforts for the Back Forty Project. In parallel with its appeal, Aquila will work closely with EGLE to reach consensus on the groundwater model.
As the Company works through the Wetlands Permit appeal and continues its collaboration with EGLE in support of a revised Wetlands Permit application, if required, the Company will conduct technical studies to support the optimized Feasibility Study that will seek to evaluate areas of opportunity. These include opportunities to:
- Simplify the process flowsheet and increase gold recoveries in light of improved metal prices; and
- Optimize the mine plan to enhance economics, reduce environmental impact, and improve the Project configuration and strip ratio.
The Company will continue its efforts to secure additional financing and, in parallel, will evaluate various strategic alternatives to maximize shareholder value.

SELECTED FINANCIAL INFORMATION

The following table provides selected financial information that should be read in conjunction with the financial statements of the Company for the year ended December 31, 2020:

	Year Ended
	December 31
	2020	2019
Mineral property exploration expenses	$1,580,409	$6,674,986
Administrative expenses	3,139,481	4,636,223
Net finance charges (recoveries)	3,427,932	(2,727,047)
Loss from operations	$8,147,822	$8,584,162

(Gain) loss on foreign exchange	127,807	75,973
Loss (gain) on change in value of contingent consideration	208,300	(358,171)
(Gain) loss on change in fair value of warrant liability	(236,373)	(771,434)
Net and comprehensive loss for the period	$8,247,556	$7,530,530
Net loss per share – basic and diluted	0.02	0.02

ABOUT AQUILA

Aquila Resources Inc. (TSX: AQA, OTCQB: AQARF) is a development‐stage company focused on high grade polymetallic projects in the Upper Midwest, USA. Aquila’s experienced management team is currently advancing pre-construction activities for its flagship 100%‐owned gold and zinc‐rich Back Forty Project in Michigan.

The Back Forty Project is a volcanogenic massive sulfide deposit with open pit and underground potential located along the mineral‐rich Penokean Volcanic Belt in Michigan’s Upper Peninsula. Back Forty contains approximately 1.1 million ounces of gold and 1.2 billion pounds of zinc in the Measured & Indicated Mineral Resource classifications, with additional exploration upside. An optimized Feasibility Study for the Project is underway.

Aquila has two other exploration projects: Reef Gold Project located in Marathon County, Wisconsin and the Bend Project located in Taylor County, Wisconsin. Reef is a gold-copper property and Bend is a volcanogenic massive sulfide occurrence containing copper and gold. Additional disclosure of Aquila’s financial statements, technical reports, material change reports, news releases and other information can be obtained at www.aquilaresources.com or on SEDAR at www.sedar.com.

Cautionary statement regarding forward-looking information

This press release may contain certain forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. In particular, this news release contains forward-looking information pertaining to the following: the ability of the Company to realize the economic results of the PEA, the outcome of the Wetlands Permit appeal, the ability of the Company to successfully permit the Back Forty Project, the ability of the Company to realize value from its Wisconsin properties, the completion of the optimized Feasibility Study, and other development plans and objectives. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Aquila to control or predict, that may cause their actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the ability of the Company to close the Offering; risks and uncertainties related to the availability of further advances of the remaining deposit under the Gold Stream; the availability of senior construction financing for the Back Forty Project; risks with respect to the COVID-19 pandemic; and other related risks and uncertainties, including, but not limited to, risks and uncertainties disclosed in Aquila’s filings on its website at www.aquilaresources.com and on SEDAR at www.sedar.com. Aquila undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents Aquila’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Furthermore, mineral resources that are not mineral reserves do not have demonstrated economic viability.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210331005322/en/

Guy Le Bel, President & CEO

Tel: 450.582.6789

[email protected]

Barry Hildred, Executive Chair

Tel: 647.943.5672

[email protected]

David Carew, VP Corporate Development & IR

Tel: 647.943.5677

[email protected]

KEYWORDS: United States North America Canada Michigan

INDUSTRY KEYWORDS: Mining/Minerals Natural Resources

MEDIA:

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March 31, 2021 7:33 am

Barclays Bank PLC Announces Extension of Cash Tender Offer and Consent Solicitation

NEW YORK–(BUSINESS WIRE)–
Barclays Bank PLC (the “Issuer”) announced today that it has extended the expiration date of its previously announced cash tender offer (the “Offer”) to purchase any and all of its iPath^® Bloomberg Natural Gas Subindex Total Return^SM ETNs due October 22, 2037 (Ticker: GAZZF / CUSIP: 06739H644 /ISIN: US06739H6449) (the “Notes” or “ETNs”) and solicitation of consents (the “Consent Solicitation”) from holders of the Notes (the “Noteholders”) to amend certain provision of the Notes (the “Proposed Amendment”), subject to applicable offer and distribution restrictions set out in the Amended and Restated Offer to Purchase and Consent Solicitation Statement dated March 31, 2021 (which may be further amended or supplemented from time to time, the “Statement”). Noteholders who validly tender (and do not validly withdraw) their Notes will be deemed to have consented to the Proposed Amendment under the Consent Solicitation.

The Offer and Consent Solicitation were previously scheduled to expire at 5:00 p.m., New York City time, on March 30, 2021 and will instead expire at 5:00 p.m., New York City time, on April 28, 2021 (the “Expiration Date), unless further extended or early terminated by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer in accordance with the methods set out in the Statement. The purchase price of the Notes will remain at $0.10 (10 cents) per Note (the “Purchase Price”).

If a Noteholder has already validly tendered and not withdrawn its Notes pursuant to the original Offer, such Noteholder is not required to take any further action with respect to such Notes and such tender constitutes a valid tender for purposes of the Offer, as amended and restated. The purchase price is payable on April 30, 2021, the “Settlement Date”, unless the Offer is further extended or early terminated by the Issuer. As of 5:00 p.m., New York City time, on March 30, 2021, Noteholders have validly tendered 3,293,491 Notes, representing 45.81% of the outstanding Notes as of such date.

The Closing Indicative Note Value for each trading day is published at 5:00 p.m. EST at www.ipathetn.com/gazzf. Because the Closing Indicative Note Value is calculated based on the closing level of the Bloomberg Natural Gas Subindex Total Return^SM (Bloomberg ticker: BCOMNGTR) (the “Index”), if the closing level of the Index has increased as of the Expiration Date, the Purchase Price may be less, or significantly less, than the Closing Indicative Note Value on the Expiration Date. In addition, the Notes may trade at a substantial premium to the Closing Indicative Note Value. Accordingly, the Purchase Price may be higher than the Closing Indicative Note Value but lower than the trading price of the Notes on the Expiration Date.

The Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on the Expiration Date. The value of the Notes may fluctuate, perhaps significantly, if markets are experiencing volatility during the period leading up to the Expiration Deadline, and Noteholders may not have sufficient time to validly tender, or validly withdraw tenders of, the Notes, in response to any such fluctuations. The Issuer reserves the right, in its sole and absolute discretion, not to accept any tender instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Offer and Consent Solicitation and to amend or waive any of the terms and conditions of the Offer and Consent Solicitation in any manner, subject to applicable laws and regulations.

Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Statement.

For Further Information

A complete description of the terms and conditions of the Offer is set out in the Statement. The prospectus for the ETNs can be accessed at www.ipathetn.com/GAZZFprospectus. Further details about the transaction can be obtained from:

The Dealer Manager

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

United States

Attention: ETN Desk

Telephone: 1-212-528-7990

Email: [email protected]

Information Agent

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Attention: Andrew Beck

Telephone: 1-866-796-1291

Fax: 212-709-3328

Email: [email protected]

Tender Agent

The Bank of New York Mellon

One Canada Square, 40^th Floor

London E14 5AL

United Kingdom

Attention: Debt Restructuring Services

Telecopy no. +44 20 7964 2536

Email: [email protected]

DISCLAIMER

This announcement must be read in conjunction with the Statement. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Statement contain important information, which must be read carefully before any decision is made with respect to the Offer and Consent Solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, lawyer, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer and Consent Solicitation. None of the Issuer, the Dealer Manager, the Tender Agent or the Information Agent (or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons) makes any recommendation as to whether Noteholders should participate in the Offer and Consent Solicitation.

General

Neither this announcement, the Statement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which the Offer or solicitation is unlawful. In those jurisdictions where the Notes, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. None of the Issuer, the Dealer Manager, the Tender Agent or the Information Agent (or any director, officer, employee, agent or affiliate of, any such person) makes any recommendation as to whether Noteholders should tender Notes in the Offer. In addition, each Noteholder participating in the Offer will be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Statement under the section entitled “Procedures for Participating in the Offer.” Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.

About Barclays

Barclays is a British universal bank. We are diversified by business, by different types of customer and client, and geography. Our businesses include consumer banking and payments operations around the world, as well as a top-tier, full service, global corporate and investment bank, all of which are supported by our service company which provides technology, operations and functional services across the Group. Barclays offers investment banking products and services in the US through Barclays Capital Inc. For further information about Barclays, please visit our website home.barclays.

Selected Risk Considerations

An investment in the iPath ETNs described herein involves risks. Selected risks are summarized here, but we urge you to read the more detailed explanation of risks described under “Risk Factors” in the applicable prospectus supplement and pricing supplement.

You May Lose Some or All of Your Principal: The ETNs are exposed to any decrease in the level of the underlying index between the inception date and the applicable valuation date. Additionally, if the level of the underlying index is insufficient to offset the negative effect of the investor fee and other applicable costs, you will lose some or all of your investment at maturity or upon redemption, even if the value of such index level has increased or decreased, as the case may be. Because the ETNs are subject to an investor fee and other applicable costs, the return on the ETNs will always be lower than the total return on a direct investment in the index components. The ETNs are riskier than ordinary unsecured debt securities and have no principal protection.

Credit of Barclays Bank PLC: The ETNs are unsecured debt obligations of the issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of or guaranteed by any third party. Any payment to be made on the ETNs, including any payment at maturity or upon redemption, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of Barclays Bank PLC will affect the market value, if any, of the ETNs prior to maturity or redemption. In addition, in the event Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the ETNs.

Market and Volatility Risk: The market value of the ETNs may be influenced by many unpredictable factors and may fluctuate between the date you purchase them and the maturity date or redemption date. You may also sustain a significant loss if you sell your ETNs in the secondary market. Factors that may influence the market value of the ETNs include prevailing market prices of the U.S. stock markets, the index components included in the underlying index, and prevailing market prices of options on such index or any other financial instruments related to such index; and supply and demand for the ETNs, including economic, financial, political, regulatory, geographical or judicial events that affect the level of such index or other financial instruments related to such index.

Concentration Risk: Because the ETNs are linked to an index composed of futures contracts on a single commodity or in only one commodity sector, the ETNs are less diversified than other investments. The ETNs can therefore experience greater volatility than other investments.

A Trading Market for the ETNs May Not Develop: Although the ETNs are listed on a U.S. national securities exchange, a trading market for the ETNs may not develop and the liquidity of the ETNs may be limited, as we are not required to maintain any listing of the ETNs.

No Interest Payments from the ETNs: You may not receive any interest payments on the ETNs.

Restrictions on the Minimum Number of ETNs and Date Restrictions for Redemptions: You must redeem at least 50,000 ETNs of the same series at one time in order to exercise your right to redeem your ETNs on any redemption date. You may only redeem your ETNs on a redemption date if we receive a notice of redemption from you by certain dates and times as set forth in the product prospectus.

Uncertain Tax Treatment: Significant aspects of the tax treatment of the ETNs are uncertain. You should consult your own tax advisor about your own tax situation. The ETNs may be sold throughout the day on the exchange through any brokerage account. Commissions may apply and there are tax consequences in the event of sale, redemption or maturity of ETNs.

“Bloomberg Natural Gas Subindex Total Return^SM” is a service mark of Bloomberg Finance L.P. and its affiliates (collectively, “Bloomberg“) and has been licensed for use for certain purposes by Barclays Bank PLC. Any ETNs based on the Bloomberg Commodity Indices are not sponsored, endorsed, sold or promoted by Bloomberg, UBS Securities LLC (“UBS“), or any of their subsidiaries or affiliates. None of Bloomberg, UBS Securities or any of their subsidiaries or affiliates makes any representation or warranty, express or implied, to the owners of or counterparties to the ETNs or any member of the public regarding the advisability of investing in securities or commodities generally or in the ETNs particularly.

© 2021 Barclays Bank PLC. All rights reserved. iPath, iPath ETNs and the iPath logo are registered trademarks of Barclays Bank PLC. All other trademarks, servicemarks or registered trademarks are the property, and used with the permission, of their respective owners.

NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE

View source version on businesswire.com: https://www.businesswire.com/news/home/20210331005285/en/

Danielle Popper

+1 212 526 5963

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

March 31, 2021 7:18 am

Zimmer Biomet Introduces ZBEdge™ Connected Intelligence Suite of Integrated Robotics and Digital Health Technologies

Delivering Seamless, Data-driven Intelligence Across the Episode of Care to Guide Informed Decision-making and Improve Outcomes

PR Newswire

WARSAW, Ind., March 31, 2021 /PRNewswire/ — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global leader in musculoskeletal healthcare, today introduced ZBEdge™ Connected Intelligence Suite of currently available and soon to be launched digital and robotic technologies. ZBEdge technologies are purposefully engineered to deliver transformative data-powered clinical insights, shared seamlessly across the patient journey, to improve patient outcomes. Current ZBEdge technologies include:

The ROSA® Robotics Platform
designed to support surgeons by delivering data-driven assistance, enhanced accuracy and clinical insights throughout the episode of care
Anatomical visualization and guidance solutions such as Signature™ ONE Surgical Planning, the Zimmer Biomet iAssist^®Knee Alignment System, and Optical Navigation tools, designed to deliver crucial patient insights
Remote care and patient engagement management systems like mymobility^®with Apple Watch^®
Data services and analytics including the OrthoIntel Orthopedic Intelligence Platform and the Omni™ Surgical Suite integrated operating room

“ZBEdge Connected Intelligence Suite is grounded in Zimmer Biomet’s innovative robotics and digital health tools and heritage in clinically-proven implant technologies. The ZBEdge Connected Intelligence Suite enables healthcare professionals to connect the dots between procedural and patient data at every stage of the surgical journey. ZBEdge technologies are designed with the dual goals of reducing variability of care and enhancing outcomes,” said Ivan Tornos, Chief Operating Officer at Zimmer Biomet. “As we continue to pioneer breakthrough technologies and grow the ZBEdge Connected Intelligence Suite, we will be able to deliver greater value to healthcare professionals and advance our mission to alleviate pain and improve the quality of life for people around the world.”

The ZBEdge Connected Intelligence Suite offers hospitals and ambulatory surgery centers access to a robust set of pre-, intra- and post-operative technologies designed to create an integrated product experience that draws upon data from Zimmer Biomet devices, robotics and digital technologies used throughout each patient’s episode of care. This data is then aggregated, analyzed and translated into actionable clinical insights that can inform and enhance a surgeon’s care decisions through the OrthoIntel Orthopedic Intelligence Platform. Each of these tools has been purpose-built by Zimmer Biomet to unlock this critical information and deliver it through a user experience that integrates seamlessly into the workflow of today’s surgeons and care teams.

“By connecting Zimmer Biomet’s innovative technologies under the unified ZBEdge portfolio, we are solidifying our commitment to delivering solutions that optimize the patient experience by empowering healthcare professionals with actionable data-derived clinical insights,” Tornos added. “In addition, the ZBEdge suite includes patient-facing digital technologies like mymobility^® with Apple Watch^® that give patients the opportunity to access their own healthcare data and take a more engaged and active role in their care and recovery.”

The unveiling of the ZBEdge Connected Intelligence Suite will be followed by a nationwide mobile experience to showcase Zimmer Biomet’s current and future technologies to orthopedic surgeons.

Learn more about the ZBEdge suite of integrated medical technologies at zimmerbiomet.com/zbedge.

About the Company

Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer Biomet is a global leader in musculoskeletal healthcare. We design, manufacture and market orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; office-based technologies; spine, craniomaxillofacial and thoracic products; dental implants; and related surgical products.

We collaborate with healthcare professionals around the globe to advance the pace of innovation. Our products and solutions help treat patients suffering from disorders of, or injuries to, bones, joints or supporting soft tissues. Together with healthcare professionals, we help millions of people live better lives.

We have operations in more than 25 countries around the world and sell products in more than 100 countries. For more information, visit www.zimmerbiomet.com or follow Zimmer Biomet on Twitter at www.twitter.com/zimmerbiomet.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements concerning Zimmer Biomet’s expectations, plans, prospects, and product and service offerings, including new product launches and potential clinical successes. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially. For a list and description of some of such risks and uncertainties, see Zimmer Biomet’s periodic reports filed with the U.S. Securities and Exchange Commission (SEC). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in Zimmer Biomet’s filings with the SEC. Forward-looking statements speak only as of the date they are made, and Zimmer Biomet disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this news release are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this news release.

Apple Watch® is a trademark of Apple, Inc., registered in the U.S. and other countries.

ZBH-Corp

Contacts:

Media
Meredith Weissman
(703) 346-3127
[email protected]

Investors
Ezgi Yagci	Keri Mattox
(617) 549-2443	(203) 399-0856
[email protected]	[email protected]

View original content to download multimedia:http://www.prnewswire.com/news-releases/zimmer-biomet-introduces-zbedge-connected-intelligence-suite-of-integrated-robotics-and-digital-health-technologies-301259096.html

SOURCE Zimmer Biomet Holdings, Inc.

March 31, 2021 7:16 am

MediPharm Labs Reports Fourth Quarter and Full Year 2020 Results

BARRIE, Ontario, March 31, 2021 (GLOBE NEWSWIRE) — MediPharm Labs Corp. (TSX: LABS) (OTCQX: MEDIF) (FSE: MLZ) (“MediPharm Labs” or the “Company”) a global leader in specialized, research-driven cannabis extraction, distillation and derivative products today announced its financial results for the three and twelve months ended December 31, 2020.

“We are executing on our strategy to become a high-value, GMP-certified, global cannabis API provider to medical and wellness markets,” said Keith Strachan, President and Interim CEO, MediPharm Labs. “We have successfully signed new international contracts, expanded our pharmaceutical licenses, and reduced costs as we are focused on returning to profitability and ensuring the long-term success of the business.”

Q4 2020 Revenue Up 22% Sequentially on Growth in Finished Formulated Products

Revenue of $6.1 million increased 22% compared to $4.9 million in Q3 2020
Revenue from formulated finished products increased approximately 64% sequentially, of which MediPharm Labs branded products increased approximately 8%
Delivered first shipments of LABS CannabisCBD Isolate to retailers in six provinces in Q4 2020, complementing CBD25 Regular Formula, CBD50 Plus Formula and CBD25:5 ReleaseFormula products for medical and wellness

Global Cannabis Pharmaceutical API, Medical, Wellness Markets Underway

30+ agreements in place with customers in eight countries
Established presence of a specialized global GMP platform and portfolio of licenses providing a production-ready foundation to meet anticipated customer demand
Subsequent to Q4 2020, completed first shipments to large European pharmaceutical company STADA in Germany

“MediPharm demonstrated strong progress in accelerating the commercialization of our finished formulated products to diversify and drive sustainable revenues,” said Strachan. “With the recent receipt of our Cannabis Drug Licence from Health Canada and the initial ramp up of shipments to Germany now underway, we are seeing our global growth strategy come to fruition.”

Cost Reductions and Balance Sheet Stability Supports Strategic Execution

Completed a review of our processes and cost structure which resulted in over $3.6 million in annualized expense reductions in Q4 2020. In addition, the Company has implemented company-wide cost containment measures
Cash and cash equivalents totalled $19.9 million at December 31, 2020 after repaying in full an outstanding non-revolving loan ($5.3 million) and making installment payments on the Company’s convertible loan ($3.3 million). As at March 31, 2021, the principal balance outstanding under the convertible notes of the company is less than $4.0 million
The previously announced March 2021 bought-deal financing provided $33.4 million in gross proceeds, which strengthened the balance sheet further supporting the Company’s long-term growth strategy

2020 FINANCIAL SUMMARY

	Year ended	Three-months ended
	December 31, 2020	December 31, 2020	September 30, 2020	June 30, 2020	March 31, 2020
	$’000s	$’000s	$’000s	$’000s	$’000s

Revenue	36,012	6,058	4,947	13,918	11,089
Gross profit	(43,978)	(24,720)	(10,588)	2,212	(10,882)
Gross margin %	(122%)	(408%)	(214%)	16 %	(98%)
Net income/(loss) before tax	(72,100)	(30,874)	(15,422)	(3,775)	(22,029)
Adjusted EBITDA¹	(23,866)	(8,767)	(7,262)	(2,180)	(5,657)
Adjusted EBITDA margin %	(66%)	(145%)	(147%)	(16%)	(51%)

^{(1) Adjusted EBITDA is a non-IFRS measure. See Non-IFRS Measures section of this news release.}

Financial Results Commentary and Near-Term Outlook

MediPharm Labs took significant actions in Q4 2020 that will allow for more efficient operations as the Company made strong progress building its presence in the pharmaceutical, medical and wellness markets and executing on international customer agreements including STADA.

Greg Hunter, Chief Financial Officer, MediPharm Labs, commented, “We are encouraged by the sequential increase in fourth quarter revenue reflecting the growth of our manufacturing and white label business. In addition to the completion of cost reduction initiatives in the quarter, we are confident that our sales, product innovations and fiscal management will return us to profitability.”

Q4 2020 gross profit ($24.7 million) includes the impact of certain items, including a $10.7 million write down of inventory to net realizable value, a $5.6 million increased depreciation expense of certain equipment and a $1.6 million write down of non-current deposits. Gross profit before these items was ($6.8 million).

Net loss before tax of $30.9 million in Q4 2020 was largely attributable to a $10.7 million write down of inventory to its net realizable value, $1.6 million write down of non-current deposits, $5.9 million incremental depreciation expense of fixed assets, a $2 million impairment on fixed assets and a $1.4 million restructuring expense.

Adjusted EBITDA⁽¹⁾ of ($8.8 million) in Q4 2020 was impacted by lower revenues and gross profit.

__________
^{(1) Adjusted EBITDA is a non-IFRS measure. See Non-IFRS Measures section of this news release.}

OPERATIONAL SUMMARY AND RECENT HIGHLIGHTS

Advancing Potential in Medical, Wellness and Adult-Use Markets: Growth Catalysts

STADA Arzneimittel AG Agreement: On October 5, 2020, MediPharm Labs announced an exclusive supply agreement with STADA, a European consumer healthcare and generics company, to supply GMP- certified medical cannabis products, as well as manufacturing, logistics and regulatory support starting in 2021. STADA will be responsible for product commercialization, initially in Germany, as well as marketing and medical education utilizing a pharmaceutically experienced field force
Australian Commercialization and Development of Asia Pacific Markets: On March 8, 2021, MediPharm Labs Australia secured a new GMP white-label supply and contract manufacturing agreement with Cannim Australia Pty Ltd. and commenced registrations for the launch of over-the-counter products in Australia in 2021. This adds to momentum created in 2020 when MediPharm Labs Australia achieved certification under Australia’s Therapeutic Goods Administration (“TGA”) for the GMP standard, secured a License to Manufacture Therapeutic Goods and signed sales agreements with customers in Australia, New Zealand and the UK
New South American Business: On September 3, 2020, MediPharm Labs entered into an agreement with Cann Farm Peru S.A.C., a Lima-based producer and distributor serving Latin American markets to provide a variety of cannabis concentrate formats with optionality for patient-ready formulated products for distribution through pharmacies in Peru. On September 22, 2020, MediPharm Labs signed an agreement with XLR8 Brazil to provide GMP-certified formulated cannabis oil in a variety of cannabis concentrate formats for patient-ready use by the customer to pharmacies and other authorized channels
Retail Product Launches and Additional Canadian Distribution to Seven Provinces: On October 29, 2020, the Company announced the introduction of LABS Cannabis CBD Isolate, the first in the Company’s branded product line expected to be available through retailers across Canada. More new products are in development for 2021. On March 9, 2021, the Company announced a supply agreement with the Société Quebecois Du Cannabis under which MediPharm Labs will supply the growing medical and wellness market in Quebec. Medical patients and adult-used consumers in seven provinces can now depend on MediPharm Labs for a variety of cannabis concentrate-based products
Natural Health Products Site License: On December 21, 2020, MediPharm Labs received a licence under the Natural Health Products Regulations which authorizes it to manufacture, package and label natural health products in Canada
Cannabis Drug Licence (“CD Licence”). On February 17, 2021, the Company announced it received a CD Licence from Health Canada allowing it to manufacture and supply drugs that contain cannabis. These products include pharmaceutical prescription drugs that have been classified with a Drug Identification Number (DIN). The Company is positioned to supply cannabis-based pharmaceutical drugs and APIs to other CD Licence holders and clinical research trials for novel drug discovery

Governance and Senior Leadership Changes Align to Strategic Vision

Effective January 15, 2021, Warren Everitt, the founding CEO of MediPharm Labs Australia Pacific operations was appointed to the Board of Directors, which was also strengthened during 2020 with the appointment of independent Directors Shelley Martin (the retired President and Chief Executive Officer of Nestle Canada Inc.), Chris Taves (Chief Operating Officer BMO Capital Markets) and Chris Halyk (retired President of Janssen Inc. [Canada])
Greg Hunter, a proven business and finance leader with capital management, treasury, compliance, ERP and strategic experience in the pharmaceutical and healthcare industry was appointed the Company’s Chief Financial Officer effective February 8, 2021
The Company’s Board of Directors has appointed a special committee to lead the search for a permanent Chief Executive Officer. The Company and the special committee have engaged and are working with global search firm Korn Ferry.

Q4 2020 FINANCIAL RESULTS CONFERENCE CALL DETAILS

MediPharm Labs executive management team will host a conference call and audio webcast to discuss the results and outlook for its fourth quarter and year ended December 31, 2020 on Wednesday, March 31, 2021, at 8:30 a.m. eastern time

Audio Conference Call Dial In Details:

Date:	Wednesday, March 31, 2021
Time:	8:30 a.m. Eastern Time
Dial In:	Toll-free number: +1-833-502-0471 / International number: +1-236-714-2179
Conference ID:	5076026
Audio Webcast:	WEBCAST or https://ir.medipharmlabs.com/news-events in the Events section
Replay:	+1-800-585-8367/ International +1-416-621-4642 Conference ID: 5076026 until April 7, 2021 11:59 p.m.

NON-IFRS MEASURES

Adjusted EBITDA is not a recognized performance measure under IFRS, does not have a standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Adjusted EBITDA is included as a supplemental disclosure because Management believes that such measurement provides a better assessment of the Company’s operations on a continuing basis by eliminating certain non-cash charges and charges or gains that are non-recurring. Adjusted EBITDA is defined as net loss excluding interest, taxes, depreciation and amortization expense, interest income and expense, finance fees, gain in revaluation of derivative liabilities, taxes, impairment losses on inventory, write down of deposits and share-based compensation. Adjusted EBITDA has limitations as an analytical tool as it does not include depreciation and amortization expense, interest income and expense, taxes, share-based compensation and transaction fees. Because of these limitations, Adjusted EBITDA should not be considered as the sole measure of the Company’s performance and should not be considered in isolation from, or as a substitute for, analysis of the Company’s results as reported under IFRS. The most directly comparable measure to Adjusted EBITDA calculated in accordance with IFRS is operating income (loss). The above is a reconciliation of the Company’s operating loss to Adjusted EBITDA. See “Reconciliation of non-IFRS measures” in the Company’s Management’s Discussion and Analysis for the period ended December 31, 2020 for additional information.

About MediPharm Labs

Founded in 2015, MediPharm Labs specializes in the production of purified, pharmaceutical-quality cannabis oil and concentrates and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research-driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities with five primary extraction lines for delivery of pure, trusted and precision-dosed cannabis products for its customers. Through its wholesale and white label platforms, MediPharm Labs formulates, develops (including through sensory testing), processes, packages and distributes cannabis extracts and advanced cannabinoid-based products to domestic and international markets. As a global leader, MediPharm Labs has completed commercial exports to Australia and has fully commercialized its wholly-owned Australian extraction facility. MediPharm Labs Australia was established in 2017.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, statements regarding: returning to profitability; ensuring the long-term success of the business; having a production-ready foundation to meet anticipated customer demand; diversifying and driving sustainable revenues; ramping up of shipments to Germany; seeing the Company’s global growth strategy come to fruition; cost reductions; balance sheet stability; more efficient operations; strong progress building a presence in the pharmaceutical, medical and wellness markets; executing on international customer agreements; cost reduction initiatives; the Company’s sales, product innovations and fiscal management returning it to profitability; delivering on agreements as planned; receiving regulatory permitting for exports; growth and performance improvements over time; supplying the growing medical and wellness market in Quebec; manufacturing, packaging and labelling natural health products in Canada; and supplying cannabis-based pharmaceutical drugs and APIs to other CD Licence holders and clinical research trials for novel drug discovery. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs’ filings, available on the SEDAR website at www.sedar.com. There can be no assurance that such 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 the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

For further information, please contact:
Laura Lepore, VP, Investor Relations
Telephone: +1 416.913.7425 ext. 1525
Email: [email protected]
Website: www.medipharmlabs.com

March 31, 2021 7:10 am

Director/PDMR shareholding

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU AND UK MARKET ABUSE REGIMES

March 31, 2021

Royal Dutch Shell plc (the “Company”) has been notified that following the payment of the interim dividend on March 29, 2021 in respect of the fourth quarter of 2020, the following Persons Discharging Managerial Responsibilities (“PDMRs”) acquired notional dividend shares under the Long-term Incentive Plan (“LTIP”), as set out below. Details of the LTIP can be found in the Royal Dutch Shell plc Annual Report and Form 20-F ended December 31, 2020 (www.shell.com/annualreport).

PDMR	Date Acquired	Share Type	Number of notional dividend shares acquired	Price per Share
Ben van Beurden	29 March 2021	RDSA	3,551.52	EUR 17.07
Jessica Uhl	29 March 2021	RDS.A	982.89	USD 40.52
Harry Brekelmans	29 March 2021	RDSA	988.95	EUR 17.07
Ronan Cassidy	29 March 2021	RDSB	900.11	GBP 13.74
Donny Ching	29 March 2021	RDSA	737.22	EUR 17.07
Wael Sawan	29 March 2021	RDSA	1,045.58	EUR 17.07
Huibert Vigeveno	29 March 2021	RDSA	687.85	EUR 17.07
Maarten Wetselaar	29 March 2021	RDSA	988.95	EUR 17.07

The Notification of Dealing Form for each PDMR can be found below.

Anthony Clarke
Deputy Company Secretary

ENQUIRIES

Shell Media Relations
International, UK, European Press: +44 20 7934 5550

LEI number of Royal Dutch Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional regulated information required to be disclosed under the laws of a Member State.

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Ben
Last Name(s)	van Beurden
2. Reason for the notification
Position/status	Chief Executive Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Royal Dutch Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	A ordinary shares of €0.07 each
Identification Code	GB00B03MLX29
Nature of the transaction	Acquisition of notional dividend shares under the LTIP
Currency	EUR
Price	17.07
Volume	3,551.52
Total	60,624.45
Aggregated information Volume Price Total	3,551.52 17.07 60,624.45
Date of transaction	29/03/2021
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Jessica
Last Name(s)	Uhl
2. Reason for the notification
Position/status	Chief Financial Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Royal Dutch Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	A American Depository Shares (RDS.A)
Identification Code	US7802592060
Nature of the transaction	Acquisition of notional dividend shares under the LTIP
Currency	USD
Price	40.52
Volume	982.89
Total	39,826.70
Aggregated information Volume Price Total	982.89 40.52 39,826.70
Date of transaction	29/03/2021
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Harry
Last Name(s)	Brekelmans
2. Reason for the notification
Position/status	Projects & Technology Director
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Royal Dutch Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	A ordinary shares of €0.07 each
Identification Code	GB00B03MLX29
Nature of the transaction	Acquisition of notional dividend shares under the LTIP
Currency	EUR
Price	17.07
Volume	988.95
Total	16,881.38
Aggregated information Volume Price Total	988.95 17.07 16,881.38
Date of transaction	29/03/2021
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Ronan
Last Name(s)	Cassidy
2. Reason for the notification
Position/status	Chief Human Resources & Corporate Officer
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Royal Dutch Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	B ordinary shares of €0.07 each
Identification Code	GB00B03MM408
Nature of the transaction	Acquisition of notional dividend shares under the LTIP
Currency	GBP
Price	13.74
Volume	900.11
Total	12,367.51
Aggregated information Volume Price Total	900.11 13.74 12,367.51
Date of transaction	29/03/2021
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Donny
Last Name(s)	Ching
2. Reason for the notification
Position/status	Legal Director
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Royal Dutch Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	A ordinary shares of €0.07 each
Identification Code	GB00B03MLX29
Nature of the transaction	Acquisition of notional dividend shares under the LTIP
Currency	EUR
Price	17.07
Volume	737.22
Total	12,584.35
Aggregated information Volume Price Total	737.22 17.07 12,584.35
Date of transaction	29/03/2021
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Wael
Last Name(s)	Sawan
2. Reason for the notification
Position/status	Upstream Director
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Royal Dutch Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	A ordinary shares of €0.07 each
Identification Code	GB00B03MLX29
Nature of the transaction	Acquisition of notional dividend shares under the LTIP
Currency	EUR
Price	17.07
Volume	1,045.58
Total	17,848.05
Aggregated information Volume Price Total	1,045.58 17.07 17,848.05
Date of transaction	29/03/2021
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Huibert
Last Name(s)	Vigeveno
2. Reason for the notification
Position/status	Downstream Director
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Royal Dutch Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	A ordinary shares of €0.07 each
Identification Code	GB00B03MLX29
Nature of the transaction	Acquisition of notional dividend shares under the LTIP
Currency	EUR
Price	17.07
Volume	687.85
Total	11,741.60
Aggregated information Volume Price Total	687.85 17.07 11,741.60
Date of transaction	29/03/2021
Place of transaction	Outside a trading venue

1. Details of the person discharging managerial responsibilities/person closely associated
First Name(s)	Maarten
Last Name(s)	Wetselaar
2. Reason for the notification
Position/status	Integrated Gas and New Energies Director
Initial notification/ amendment	Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity	Royal Dutch Shell plc
Legal Entity Identifier code	21380068P1DRHMJ8KU70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
Description of the financial instrument	A ordinary shares of €0.07 each
Identification Code	GB00B03MLX29
Nature of the transaction	Acquisition of notional dividend shares under the LTIP
Currency	EUR
Price	17.07
Volume	988.95
Total	16,881.38
Aggregated information Volume Price Total	988.95 17.07 16,881.38
Date of transaction	29/03/2021
Place of transaction	Outside a trading venue

March 31, 2021 7:08 am

urban-gro, Inc. Reports Record Fourth Quarter and Full-Year 2020 Financial Results

Reported record revenues in 2020 of $25.8 million, a 7% increase over 2019.
Reported record revenues in Q4 2020 of $9.2 million, a 30% increase over prior year.
Ended fiscal year 2020 with a backlog of over $14 million in signed contracts.
Achieved positive Adjusted EBITDA for the second quarter in a row.
Signed 77 new engineering and design project contracts in 2020, including six new projects in Europe, and the Company’s first horticulture commissioning project.
Company to host conference call and audio webcast today, Wednesday, March 31
^st
at 8:30 AM ET.

LAFAYETTE, Colo., March 31, 2021 (GLOBE NEWSWIRE) — urban-gro, Inc. (NASDAQ: UGRO) (“urban-gro” or the “Company”), a leading global horticulture company that engineers and designs commercial Controlled Environment Agriculture (“CEA”) facilities and integrates complex environmental equipment systems, today reported its financial results for its fourth quarter and full fiscal year ended December 31.

Bradley Nattrass, Chairman and CEO of urban-gro stated, “While experiencing project-related challenges in the first half of the year due to the pandemic, 2020 ultimately turned out to be the Company’s best year since inception. Revenues increased substantially, from $8.2 million in the negatively affected first half of the year, to $17.6 million in the second half. I am extremely pleased with the progress we have made on our strategic goals across multiple fronts, and with the strong momentum and our recent $62.1 million equity raise and up-listing to Nasdaq, we are now funding our growth plans. We look forward to serving our clients and expanding our reach globally to meet the growing demand of our rapidly evolving industry. While 2020 stands out as a solid representation of our execution and strengthened financial profile, we are well positioned to achieve even more in 2021.”

Fourth Quarter 2020 Highlights vs. Prior Year Period:

Net revenue increased 30% to a record $9.2 million compared to $7.1 million.
Adjusted EBITDA was $0.2 million, compared to an Adjusted EBITDA loss of $1.2 million, an improvement of $1.4 million.
Net loss was $1.1 million, or a loss of $0.24 per share, which compares favorably to a net loss of $2.6 million, or a loss of $0.57 per share.

Fiscal Year 2020 Highlights vs. Prior Year:

Net revenue increased 7% to a record $25.8 million compared to $24.2 million.
Adjusted EBITDA was a loss of $0.7 million, versus a loss of $3.3 million, an improvement of $2.6 million, and finished fiscal year 2020 with two consecutive positive Adjusted EBITDA quarters.
Net loss was $5.1 million, or a loss of $1.06 per share, compared to a net loss of $8.4 million, or a loss of $1.90 per share. This improvement in Adjusted EBITDA and net loss was primarily driven by a reduction in operating expenses on a year over year basis. The Company was laser focused on attaining our goal of being operationally cash flow positive by the end of the year.
Despite a record revenue year, overall gross margin decreased to 22%, from 27%, primarily due to a proportional increase in revenue from lower margin cultivation equipment sales.
Reported a backlog of over $14 million at December 31, 2020.

Recent Events and Cash Position

On February 17, 2021, the Company consummated an underwritten public offering of 6,210,000 shares of common stock, including the full exercise by the underwriters of their option to purchase an additional 810,000 shares of common stock to cover over-allotments. The shares were sold at a public offering price of $10.00 per share, generating gross proceeds of $62.1 million, before deducting the underwriting discounts and other offering expenses. Net proceeds, net of all costs, were used to repay debt, increase cash holdings, and for general working capital purposes to position the company for future growth.

Cash at December 31, 2020 was $0.2 million, and cash at March 30, 2021 was $50 million.

Business Updates

In 2020, the Company soft-launched its gro-care^® managed services offering to the North American market. gro-care^® prevents downtime while driving business continuity for our client’s cultivation facilities once operational. Providing clients with a variety of important services, this platform leverages urban-gro’s commissioning engineers, personnel, and acquired expertise through a monthly subscription offered at a fraction of the cost of in-house staffing these specific technical skill sets. For more information about gro-care^®, please visit urban-gro.com/gro-care/.

Despite the COVID-19 pandemic, urban-gro was able to successfully execute on its expansion strategy into Europe, signing six design contracts in 2020. Based on its market study in 2020, the Company plans to leverage global partnerships along with its existing U.S.-based engineering and design expertise and overhead for expansion in both the cannabis and food-focused sustainable integrated CEA markets across Europe and North America. In addition, the Company is working with a key manufacturing partner to develop and secure all certifications for a purpose-built mechanical system designed to address the market gap for use in indoor CEA facilities within Europe.

Conference Call Details

urban-gro will host a conference call and live audio webcast to discuss the operational and financial results today, March 31, 2021 at 8:30 a.m. ET. Interested participants and investors may access the conference call by dialing (877) 524-8416 (domestic) or (412) 902-1028 (international). The live webcast will be accessible on the Events page of the Investors section of the urban-gro website, urban-gro.com and will be archived for 90 days following the event.

Use of Non-GAAP Financial Information

We define Adjusted EBITDA as net income (loss) attributable to urban-gro, Inc., determined in accordance with GAAP, excluding the effects of certain operating and non-operating expenses including, but not limited to, interest expense, depreciation of tangible assets, amortization of intangible assets, impairment of investments, and stock-based compensation that we do not believe reflect our core operating performance. We use Adjusted EBITDA as a measure of our operating performance. Adjusted EBITDA is a supplemental non-GAAP financial measure and it is not a substitute for net income (loss), income (loss) from operations, cash flows from operating activities or any other measure prescribed by GAAP.

Our board of directors and management team focus on Adjusted EBITDA as a key performance and compensation measure. We believe that Adjusted EBITDA assists us in comparing our performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance.

There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA to compare the performance of those companies to our performance. Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business.

	Three Months Ended December 30,				Years Ended December 30,
	2020		2019		2020		2019
Net Loss	$	(1,113,813)	$	(2,631,169)	$	(5,073,695)	$	(8,350,573)
Interest expense		439,967		329,380		1,497,469		704,230
Interest expense – amortization of
Convertible debentures		–		537,287		–		1,333,520
G&A – amortization of convertible debentures		–		264,744		–		432,578
Write down of investment		–		–		310,000		505,766
Stock-based compensation		411,595		224,070		1,803,403		1,830,426
Contingent consideration – purchase price		–		–		155,000		–
Depreciation and amortization		76,690		70,641		258,440		266,476
Unrealized exchange loss		397,292		–		397,292		–
Adjusted EBITDA	$	211,731	$	(1,205,047)	$	(652,091)	$	(3,277,577)

Profit and Loss – Q4 2020 and 2019

	Three months ended
	December 31, 2020			December 31, 2019

Revenues		9,212,228			7,133,066
Cost of goods sold		7,508,819			6,034,146
Gross Profit		1,703,409			1,098,920
		18	%		15	%

Operating expenses		1,959,022			2,905,438

Earnings / (Loss) from operations		(255,613	)		(1,806,518	)

Non-operating income (expense)
Interest expense		(439,967	)		(329,380	)
Interest expense – amortization of convertible debentures		–			(537,287	)
Unrealized exchange loss		(397,292	)		–
Other income (expense)		(20,941	)		42,016
Total non-operating income (expenses)		(858,200	)		(824,651	)


Comprehensive income / (loss)	$	(1,113,813	)	$	(2,631,169	)

Loss per share:
Net loss per share – basic and diluted		(0.24	)		(0.57	)

Profit and Loss – Year Ended 2020 and 2019



	Years ended
	December 31, 2020		December 31, 2019

Revenues	25,837,917			24,189,803
Cost of goods sold	20,122,281			17,563,594
Gross Profit	5,715,636			6,626,209
	22	%		27	%

Operating expenses	8,461,306			12,486,814

Earnings / (Loss) from operations	(2,745,670	)		(5,860,605	)

Non-operating income (expense)
Interest expense	(1,497,469	)		(704,230	)
Interest expense – amortization of convertible debentures	–			(1,333,520	)
Contingent Consideration – Purchase Price	(155,000	)		–
Write-down of investment	(310,000	)		(505,766	)
Unrealized exchange loss	(397,292	)		–
Other income (expense)	31,736			53,548
Total non-operating income (expenses)	(2,328,025	)		(2,489,968	)


Comprehensive income / (loss)	(5,073,695	)	$	(8,350,573	)

Loss per share:
Net loss per share – basic and diluted	(1.06	)		(1.90	)

About urban-gro, Inc.

urban-gro, Inc. (NASDAQ: UGRO) is a leading engineering design and services company focused on the commercial horticulture market. We engineer and design commercial Controlled Environment Agriculture (“CEA”) facilities and then integrate complex environmental equipment systems into these high-performance facilities. Operating in the global market, our custom-tailored approach to design, procurement, and equipment integration provides a single point of accountability across all aspects of growing operations. Visit urban-gro.com to learn more.

Safe Harbor Statement

This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this release, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “intends,” “anticipates,” “may,” “forecasts,” “projects” and similar expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements. Such forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the demand for our services and products, our ability to manage the adverse effect brought on by the COVID-19 pandemic, our ability to execute on our strategic plans, our ability to achieve positive cash flows or profitability, our ability to achieve and maintain cost savings, the sufficiency of our liquidity and capital resources, and our ability to achieve our key initiatives for 2020. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as may be required by law.

urban-gro Investor Relations Contact:

Jenene Thomas
Chief Executive Officer
JTC Team, LLC
T: 833.475.8247
[email protected]

March 31, 2021 7:06 am

BioRestorative Therapies Announces Notice of Allowance for a New Patent Application Related to its Off-the-Shelf ThermoStem® Program

Notice of Allowance Grants Protection for Deriving Exosomes from Brown Adipocytes

MELVILLE, N.Y., March 31, 2021 (GLOBE NEWSWIRE) — BioRestorative Therapies, Inc. (the “Company”) (OTC: BRTX), a life sciences company focused on stem cell-based therapies, today announced that the United States Patent Office has issued a notice of allowance for a patent application related to the Company’s metabolic ThermoStem^® Program. The notice of allowance was issued on March 22, 2021 and is related to a new patent application not previously announced.

Claims granted under the new patent cover methodologies related to generating exosomes and brown adipocytes from human brown adipose-derived stem cells. Exosomes are small extracellular vesicles produced by cells that contain lipids, messenger-RNA, micro-RNA, cytokines and proteins. Therapeutic benefits of using exosomes have been demonstrated in various disease models and may provide a valuable therapeutic tool for treating disease.

“We are pleased to see that we have been granted an additional patent by the USPTO for our ThermoStem^®Program,” said Lance Alstodt, the Company’s CEO. “Our comprehensive portfolio of patents under our ThermoStem^® Program continues to expand as we develop and protect intellectual property related to large and growing markets where brown adipocyte therapeutics can be applied. I’m very proud of our team, driving towards the achievement of our stated goals. The advancement of our technology is a core, fundamental value driver of our Company. Our family of intellectual property coupled with our financial reporting progress are critical factors contributing to our growth strategy.”

It is expected that the exosome diagnostic and therapeutic market will reach $368 million by 2022 as the development of research, clinical tools and therapeutics continues to grow in this emerging technology.

About BioRestorative Therapies, Inc.

BioRestorative Therapies, Inc. (www.biorestorative.com) develops therapeutic products using cell and tissue protocols, primarily involving adult stem cells. Our two core programs, as described below, relate to the treatment of disc/spine disease and metabolic disorders:

• Disc/Spine Program (brtxDISC™): Our lead cell therapy candidate, BRTX-100, is a product formulated from autologous (or a person’s own) cultured mesenchymal stem cells collected from the patient’s bone marrow. We intend that the product will be used for the non-surgical treatment of painful lumbosacral disc disorders or as a complementary therapeutic to a surgical procedure. The BRTX-100 production process utilizes proprietary technology and involves collecting a patient’s bone marrow, isolating and culturing stem cells from the bone marrow and cryopreserving the cells. In an outpatient procedure, BRTX-100 is to be injected by a physician into the patient’s damaged disc. The treatment is intended for patients whose pain has not been alleviated by non-invasive procedures and who potentially face the prospect of surgery. We have received authorization from the Food and Drug Administration to commence a Phase 2 clinical trial using BRTX-100 to treat chronic lower back pain arising from degenerative disc disease.

• Metabolic Program (ThermoStem^®): We are developing a cell-based therapy candidate to target obesity and metabolic disorders using brown adipose (fat) derived stem cells to generate brown adipose tissue (“BAT”). BAT is intended to mimic naturally occurring brown adipose depots that regulate metabolic homeostasis in humans. Initial preclinical research indicates that increased amounts of brown fat in animals may be responsible for additional caloric burning as well as reduced glucose and lipid levels. Researchers have found that people with higher levels of brown fat may have a reduced risk for obesity and diabetes.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events or results to differ materially from those projected in the forward-looking statements as a result of various factors and other risks, including, without limitation, those set forth in the Company’s latest Form 10-K filed with the Securities and Exchange Commission. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements in this release are made as of the date hereof and the Company undertakes no obligation to update such statements.

CONTACT:
Email: [email protected]

March 31, 2021 7:05 am

Super 8 Teams Up with Actor Oliver Hudson to Inspire Travelers to #JourneySafe

Award-winning, PSA-style campaign gets reimagined to promote safe travel as increasing numbers of travelers prepare for a return to the open road

PR Newswire

PARSIPPANY, N.J., March 31, 2021 /PRNewswire/ — Super 8^® by Wyndham, one of the world’s largest economy hotel brands, today unveiled the latest installment of its award-winning #JourneySafe campaign. Featuring the voice of actor, family man and avid road tripper Oliver Hudson, the reimagined, multi-channel campaign—best known for its use of iconic dashboard bobbleheads—takes a light-hearted, PSA-style approach to promoting the continued importance of safe and responsible travel.

#JourneySafe returns as millions of travelers—many showing increasing levels of consumer confidence—look to balance a new willingness to travel with the continued desire to do so safely. According to a recent third-party travel study shared by the United States Travel Association with its members, close to 9 out of 10 American travelers now have travel plans in the next six months¹.

“This last year has changed what it means to #JourneySafe. The words carry new weight and it was important to us that our campaign evolve to reflect that,” said Mike Mueller, president, Brand Operations, Super 8 by Wyndham. “As millions of travelers start making plans to get back on the road—some for the first time in more than a year—we want to let them know that Super 8 hotels are ready to welcome them and their families. From elevated health and safety protocols to flexible booking policies, we’re here to be their companion on the road.”

Inspired by Super 8’s passion for promoting safe travel, Hudson—known for his work on series like Rules of Engagement, Nashville and Splitting Up Together, as well as the hit podcasts Sibling Revelry and Daddy Issues with Joe Buck and Oliver Hudson—joins as the voice of Coach in the campaign’s anchor: a 30-second PSA-style video. In the spot, he and his “team” of dashboard characters share practical advice for a safe journey—think tips around hand sanitizer, face masks, and pit stops—as they prepare to get back on the road.

“I’ve always associated the open road with freedom and exploration, which is why I find this campaign so important—it’s about reinvigorating the all-American, road-warrior spirit while promoting practices that will continue to help keep all of us prepared, safe, and healthy,” said Hudson. “It’s a message I’m proud to be a part of and, on a lighter note, one that has also allowed me to check off my career goal playing an athlete. Win-win. Now I just need to update that road trip playlist of mine.”

The nationwide rollout of #JourneySafe begins today and includes a comprehensive digital and social media presence. Complementing the brand’s creative is a call to action on www.super8.com/journeysafe, where travelers can not only pledge to #JourneySafe themselves, but find resources to help them inspire family and friends to do the same. Super 8 first launched its #JourneySafe campaign in 2019 as a means to draw attention to the underreported issue of drowsy driving but has since evolved the campaign in light of COVID-19 to promote safe and responsible travel.

Now through May 28, 2021, travelers can earn a free night—provided in the form of 7,500 Wyndham Rewards® points—when they book three consecutive nights or more and stay before May 31, 2021 (full terms and conditions are available at www.wyndhamrewards.com). Committed to providing guests with peace of mind, Super 8 hotels throughout the U.S. and Canada have implemented elevated health and safety protocols as part of Wyndham’s Count on US® initiative and continue to offer flexible booking policies along with low-contact mobile check-in and checkout. In addition, members of the Wyndham Rewards loyalty program, of which the brand’s hotels participate, have had their current benefits extended through the end of 2021 and expiration of points paused through June 30, 2021.

To learn more about Super 8’s reimagined #JourneySafe campaign, visit www.super8.com/journeysafe.

About Super 8 by Wyndham
For more than four decades, Super 8® by Wyndham—one of the world’s largest economy hotel brand with more than 2,700 hotels globally—has served as a trusted and convenient companion on the road. Today, we’re on a mission to elevate economy, modernizing the brand for the next generation of traveler with redesigned rooms, fast, free Wi-Fi and a complimentary breakfast. Learn more www.super8.com. Like us on Facebook and follow us on Instagram. For development opportunities, visit www.wyndhamdevelopment.com. See you on the road.

About Wyndham Hotels & Resorts
Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of properties, with over 8,900 hotels across nearly 95 countries on six continents. Through its network of approximately 796,000 rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 20 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, Hawthorn Suites®, Trademark Collection® and Wyndham®, Wyndham Hotels & Resorts is also a leading provider of hotel management services. The Company’s award-winning Wyndham Rewards loyalty program offers 86 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit www.wyndhamhotels.com.

¹ “American Travel Sentiment Reaches New Pandemic Milestones”
https://longwoods-intl.com/news-press-release/covid-19-travel-sentiment-study-wave-33

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SOURCE Wyndham Hotels & Resorts

March 31, 2021 7:04 am

GoldMining Announces Appointment of Alastair Still as Chief Executive Officer

PR Newswire

VANCOUVER, BC, March 31, 2021 /PRNewswire/ – GoldMining Inc. (the “Company” or “GoldMining“) (TSX: GOLD) (NYSE American: GLDG) is pleased to announce the appointment of Alastair Still as Chief Executive Officer of the Company effective April 1, 2021. Mr. Still has served as the Company’s Executive Vice President, Chief Development Officer since October 1, 2020. Mr. Still replaces Garnet Dawson who is retiring as Chief Executive Officer, but will remain a director of GoldMining and continue to advise the Company in a technical capacity.

Amir Adnani, Chairman of GoldMining, commented: “Since joining the Company in 2013, Garnet has been instrumental in the successful execution of the first phase of our growth strategy. His technical insight has been invaluable to the numerous acquisitions we successfully completed throughout his tenure. On behalf of the Company, I’d like to thank Garnet for all of his contributions. We look forward to continuing to work with him in his capacity as a director.”

He continued: “I’m delighted to announce Alastair’s appointment as Chief Executive Officer to lead GoldMining’s second strategic phase, focused on our dual-pronged approach to daylight value from our resource base and continue to identify accretive acquisition opportunities. Before joining GoldMining, Alastair was Director of Corporate Development with Newmont and Goldcorp, and part of the senior management team that led the $32 billion merger to create the world’s largest gold producer. Alastair’s track record of having spent 25 years working for major gold miners in leadership roles, including in project and corporate development, brings the necessary expertise and is the right fit for GoldMining as we push forward with unlocking the intrinsic value of our projects.”

Alastair Still, commented: “I am thrilled to accept this appointment and to lead GoldMining’s exciting chapter of value-enhancement. Through the long-term commitment of Amir, Garnet and the GoldMining team, we have positioned ourselves with a unique portfolio of large, quality gold and copper projects throughout the Americas. I especially look forward to leading the effort as we embark on completing a combination of actions as part of our strategic plan to advance our projects, which, as previously announced, will include engineering studies, select drilling campaigns and exploring potential joint ventures and divestitures.”

Mr. Still is an experienced mining industry professional with over 25 years of expertise including working for major gold miners such as Agnico Eagle, Kinross Gold, Placer Dome, Goldcorp and Newmont. He has worked within Canada and internationally in a variety of leadership roles including mine operations, project development and corporate development and strategy. Mr. Still has more than ten years of corporate development and M&A experience having most recently served as Director, Corporate Development with Newmont Corporation (formerly Goldcorp). Additionally, Mr. Still serves as Director of Technical Services of Gold Royalty Corp., which is 48% owned by GoldMining Inc.

About GoldMining Inc.

GoldMining Inc. is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, GoldMining now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia, and Peru.

Forward-looking Statements

This document contains certain forward-looking statements that reflect the current views and/or expectations of GoldMining with respect to its long-term strategy and projects. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the markets in which GoldMining operates. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: the impacts of COVID-19; the inability of the Company to meet expected timelines for planned project activities; the inherent risks involved in the exploration and development of mineral properties; fluctuating metal prices; and unanticipated costs and expenses and uncertainties relating to the availability and costs of financing needed in the future. These risks, as well as others, including those set forth in GoldMiningꞌs Annual Information Form for the year ended November 30, 2020, and other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

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SOURCE GoldMining Inc.

March 31, 2021 7:03 am

MAV Beauty Brands Reports Fourth Quarter & Full-Year 2020 Financial Results

Canada NewsWire

Business demonstrates resilience during 2020

Full-year revenue of $116.5 million (2019: $108.5 million)
Adjusted EBITDA of $28.5 million (2019: $29.5 million)
Net income of $6.5 million (2019: $4.1 million)
Adjusted Free Cash Flow of $13.4 million (2019: $9.8 million)

Q4 2020 results in line with previously reported Q4 2020 preliminary results, impacted by COVID-related factors

Q4 revenue of $23.8 million (2019: $30.8 million)
Adjusted EBITDA of $3.4 million (2019: $8.5 million)
Net income of

$0.1 million

(2019: net loss of

$1.2 million)
Adjusted Free Cash Flow of $4.8 million (2019: $3.0 million)

Subsequent to year end, Company initiated a strategic review process to identify, review and evaluate potential strategic alternatives
MAV announces resignation of Judy Adam, Chief Financial Officer, effective May 10, 2021 and Interim CFO transition plan

VAUGHAN, ON, March 31, 2021 /CNW/ – MAV Beauty Brands Inc. (“MAV Beauty Brands” or the “Company”), a global personal care company, today announced its financial results for the three and twelve months ended December 31, 2020. Unless otherwise indicated, all amounts are expressed in U.S. dollars. Certain metrics, including those expressed on an adjusted basis, are non-IFRS measures (see “Non-IFRS Measures” below).

“Despite an uncertain and extraordinary environment in retail, our business remained solidly profitable and generated healthy free cash flow in 2020,” stated Tim Bunch, Chief Executive Officer of MAV Beauty Brands. “Although COVID negatively impacted our results, as it did the total market, the resilience of our business underscores the durability of our categories, the strength and diversification of MAV’s portfolio, and the benefit of our asset-light operating model. We were able to quickly react to capitalize on robust online demand, resulting in sales from e-commerce channels more than doubling over 2019.”

Mr. Bunch added: “As we reported with our preliminary Q4 2020 results, a combination of COVID-related factors had a more pronounced impact on the fourth-quarter results. Sales stabilized and improved in the first quarter, especially in January and February, however, we experienced some impact from the severe weather across major parts of the U.S. in March. While we will continue to monitor and adjust to the market conditions, we are optimistic that 2021 will present a more favorable operating environment for our retail partners as vaccination rates increase and the economy opens up. We have a diversified portfolio of four on-trend brands that we expect will deliver above-category growth over time.”

Selected Financial Highlights⁽¹⁾⁽²⁾

(in thousands of US dollars except per share amounts) (unaudited)	Q4 2020	Q4 2019	FY 2020	FY 2019

Revenue	23,782	30,788	116,543	108,496
Gross profit	9,518	13,374	54,186	51,814
Net income (loss) for the period	108	(1,189)	6,506	4,072
Earnings per share (basic)	0.00	(0.03)	0.18	0.11
Adjusted EBITDA	3,397	8,501	28,470	29,487
Cash flow from operations	1,874	3,803	18,145	17,250
Adjusted Free Cash Flow	4,837	3,034	13,438	9,783
Adjusted Net Income	800	2,295	12,637	11,372
Adjusted Earnings per Share (diluted)	0.02	0.06	0.30	0.28

(1)	See “Non-IFRS Measures”
(2)	Basic Earnings per Share calculation does not include the impact of 2,463,963 common shares of the Company issuable upon the exchange of the units issued as part of The Mane Choice acquisition

Q4 2020 Business and Financial Review

Q4 2020

Revenue for Q4 2020 decreased to $23.8 million from $30.8 million last year, reflecting the COVID-19 related factors previously disclosed in the Company’s preliminary results, including a category-wide decrease in haircare sales and temporary disruptions in its third-party warehousing and manufacturing operations. The overall haircare category in U.S. food, drug, and mass (“FDM”) retailers experienced a single digit sales decline in Q4 2020, the largest decline of any quarter in 2020⁽¹⁾. Sales in the drug channel, where MAV over-indexes in sales and distribution, were most severely impacted with a low double-digit sales decline during the same period⁽¹⁾, reflecting what we believe to be reduced retail foot traffic particularly in front of store, due to COVID-related restrictions and lockdowns, among other factors. These declines resulted in decreased and delayed retailer replenishment as retailers adjusted inventory levels to reflect lower sell-through. Partly offsetting these factors, the Company’s e-commerce results remain robust, led by strong Amazon sales of several of the Company’s brands. In addition, revenue from international customers increased by 72.8% to $1.6 million, compared to $0.9 million in Q4 2019 in Q4.

Q4 2020 gross profit decreased year over year to $9.5 million, from $13.4 million in the same period last year, reflecting the same COVID-19 related factors mentioned above. Q4 2020 gross profit margin was 40.0%, compared to 43.4% in Q4 2019 (or 47.8%, excluding the impact of the purchase accounting adjustments for The Mane Choice acquisition in Q4 2019). The year-over-year decline was primarily driven by additional costs associated with annual retailer shelf resets, which resulted in higher-than-normal markdowns and discontinuations that partly reflect shifting consumer preferences during the pandemic. In terms of SKU distribution, the markdowns were largely offset by new SKU introductions, which management believes will perform better than the SKUs that were replaced.

Q4 2020 Adjusted EBITDA decreased to $3.4 million (14.3% of revenue), from Adjusted EBITDA of $8.5 million in Q4 2019 (27.6% of revenue) (see “Non-IFRS Measures” below), reflecting lower sales and gross margins in the period. In Q4 2020, the Company reported net income of $0.1 million, compared with a loss of $1.2 million in Q4 2019, and Adjusted Net Income was $0.8 million, compared with Adjusted Net Income of $2.3 million in Q4 2019, reflecting the factors discussed above (see “Non-IFRS Measures” below).

Adjusted Free Cash Flow increased to $4.8 million in Q4 2020, compared with $3.0 million in Q4 2019 reflecting lower working capital investment in the quarter which offset lower cash from operations (see “Non-IFRS Measures” below).

Full-Year 2020

For the full year 2020, revenue increased by 7.4% to $116.5 million, which mainly reflects the addition of The Mane Choice (acquired at the end of fiscal 2019). Revenue from North America was $110.5 million in 2020 (which represented approximately 95% of total revenue in 2020), up 9.5% from 2019, partially offset by a 20.0% decline in sales from international markets, which were predominantly affected by COVID-19 related closures.

For the full year, gross profit increased by 4.6% to $54.2 million, compared to $51.8 million in 2019. Gross profit margin, as reported, was 46.7% in 2020 compared to 47.8% in 2019. Excluding the impact of purchase accounting adjustments from The Mane Choice acquisition, gross profit margin was 48.5% in 2020 compared to 49.0% in 2019.

Despite the headwinds from COVID-19, the Company remained solidly profitable in 2020. For the full year 2020, Adjusted EBITDA decreased by 3.4% to $28.5 million (24.4% of revenue) compared to $29.5 million (27.2% of revenue) in 2019. The Company reported net income of $6.5 million in 2020 (Adjusted Net Income: $12.6 million), up from $4.1 million (Adjusted Net Income: $11.4 million) in 2019 for the reasons set forth above.

Adjusted Free Cash Flow grew to $13.4 million in 2020, compared with $9.8 million in 2019 (see “Non-IFRS Measures” below). On a Pro Forma basis, including the results of The Mane Choice for the trailing 12 months, the Net Debt-to-Adjusted EBITDA ratio was 4.4 times at year-end, due to the Q4 2020 business impacts as described above, compared with 3.9 times at the end of Q3 2020 (see “Non-IFRS Measures” below).

(1)
Source: AC Nielsen

Executive Transition

The Company has announced that, effective May 10, 2021, Judy Adam will resign her position as Chief Financial Officer of the Company, and Niv Majar, the Vice President of Finance, will assume the position of Interim Chief Financial Officer until a replacement is found. Mr. Majar is a Chartered Professional Accountant, began his career at Ernst & Young and has leadership experience at public companies serving in various finance and controller roles. He earned an Honours Bachelor of Administrative Studies degree in Accounting from York University.

Strategic Review Process

As previously announced on February 18, 2021, the Board has initiated a strategic review process to identify, review and evaluate potential strategic alternatives that may be available to the Company.

It is the Company’s current intention not to disclose developments with respect to the strategic review process unless and until the Board has approved a specific transaction, on the recommendation of the special committee, or otherwise determines that disclosure is necessary or appropriate. The initiation of the strategic review process is not in response to any proposed transaction and there are no assurances or guarantees that the strategic review process will result in a transaction or, if a transaction is undertaken, the terms or timing of such a transaction.

Q4 2020 Financial Statements and Management’s Discussion and Analysis

The Company’s audited annual consolidated financial statements for the three-month and 12-month periods ended December 31, 2020 and Management’s Discussion and Analysis are available under the Company’s profile on SEDAR at www.sedar.com and on MAV Beauty Brands’ investor relations website at investors.mavbeautybrands.com.

Conference Call & Webcast

MAV Beauty Brands will host a conference call to discuss its Fiscal 2020 fourth quarter and full-year financial results at 8:30 a.m. EDT on March 31, 2021. The call will be hosted by Tim Bunch, President & Chief Executive Officer, and Judy Adam, Chief Financial Officer. To participate in the call, dial (416) 764-8659 or (888) 664-6392 using the conference ID 47144796. The audio webcast can be accessed at investors.mavbeautybrands.com. Listeners should access the webcast or call 10-15 minutes before the start time to ensure they are connected.

About MAV Beauty Brands (TSX:MAV)

MAV Beauty Brands is a global personal care platform focused on acquiring great independent brands and helping these brands to scale and win market share. We have built an operating platform to build brands through expanded distribution, innovation, and marketing. Today, we have a diversified portfolio of four complementary personal care brands – Marc Anthony True Professional, Renpure, Cake Beauty and The Mane Choice – offering premium quality hair care, body care and beauty products. These products are sold in over 25 countries around the world and in more than 100 of the world’s largest retailers.

Non–IFRS Measures

This press release makes reference to certain non–IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non–IFRS measures including “Adjusted EBITDA”, “Adjusted Free Cash Flow”, “Adjusted Net Income”, “EBITDA”, “Free Cash Flow” and “Net debt and Net debt-to-Adjusted EBITDA”. These non–IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also believe that securities analysts, investors and other interested parties frequently use non–IFRS measures in the evaluation of issuers. Our management also uses non–IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and to determine components of management compensation. Definitions and reconciliations of non-IFRS measures to the relevant reported measures can be found in our Management’s Discussion and Analysis. Such reconciliations can also be found in this press release under the headings “Q4 2020 Compared to Q4 2019”.

“Adjusted EBITDA” represents, for the applicable period, EBITDA before certain expenses, costs, charges or benefits incurred in such period which in management’s view are not indicative of continuing operations, including: (i) integration, restructuring, and other costs; (ii) purchase accounting adjustments; (iii) share–based compensation; and (iv) unrealized foreign exchange (gain) loss.

“Adjusted Free Cash Flow” is calculated as free cash flow adjusted to add back acquisition related costs which are included in cash provided by operating activities. We believe Adjusted free cash flow is a useful measure to assess the Company’s ability to repay debt, finance strategic business acquisitions and investments, pay dividends and repurchase shares. It also facilitates period-to-period comparisons.

“Adjusted Net Income” represents, for the applicable period, net income (loss) as adjusted to add back or deduct, as applicable, certain expenses, costs, charges or benefits incurred in such period which in management’s view are not indicative of continuing operations, including: (i) integration, restructuring, and other costs; (ii) purchase accounting adjustments; (iii) share–based compensation; (iv) unrealized foreign exchange loss (gain); and (v) tax impacts of the aforementioned adjustments (based on annual effective tax rate).

“EBITDA” represents net income (loss) for the period before: (i) income tax expense (recovery); (ii) interest and accretion; and (iii) amortization and depreciation.

”Free Cash Flow” represents, for the applicable period, cash provided by operating activities less cash used to purchase property and equipment. Free cash flow is a key metric that measures the Company’s ability to repay debt, finance strategic business acquisitions and investments, pay dividends and repurchase shares.

“Net debt and Net debt-to-Adjusted EBITDA” net debt is calculated as long-term debt before unamortized deferred financing costs less cash as reported in the consolidated statements of financial position. Net debt-to-Adjusted EBITDA is calculated as net debt divided by Adjusted EBITDA for the four trailing quarters. Net debt is an important measure as it reflects the principal amount of debt owing by the Company as at a particular date. Net debt-to-Adjusted EBITDA is an important measure of the Company’s liquidity. References to such calculation on a pro forma basis gives effect to the acquisition of The Mane Choice as if it occurred on January 1, 2019.

In addition, pro forma information regarding The Mane Choice should not be considered to be what the actual financial position or other results of operations of the Company would have necessarily been had The Mane Choice acquisition been completed, as, at, or for the periods stated.

Forward-Looking Information
Certain information in this press release, including trends and expectations regarding sales in the first quarter of 2021, statements regarding the 2021 operating environment, expectations regarding the Company’s growth, ongoing factors related to the COVID-19 pandemic that may affect the performance of the Company, statements relating to the Company’s ability to mitigate such factors and navigate the business environment during the COVID-19 pandemic and the Company’s ability to identify, solicit and realize strategic alternatives as part of the strategic review process and the timing and terms of any strategic transaction, constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by MAV Beauty Brands as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s Annual Information Form dated on or about March 30, 2021 for the year ended December 31, 2020 and the Company’s other periodic filings made available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect MAV Beauty Brands; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and MAV Beauty Brands expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

Q4 2020 Compared to Q4 2019 & F2020 Compared to F2019

(in thousands of US dollars) (unaudited)	Q4 2020	Q4 2019	$ Change	% Change
Consolidated statements of operations:
Revenue	23,782	30,788	(7,006)	(22.8%)
Cost of sales	14,264	17,414	(3,150)	(18.1%)
Gross profit	9,518	13,374	(3,856)	(28.8%)

Expenses
Selling and administrative	6,446	6,833	(387)	(5.7%)
Amortization and depreciation	1,081	953	128	13.4%
Interest and accretion	1,841	1,910	(69)	(3.6%)
Foreign exchange loss	408	389	19	4.9%
Integration, restructuring, and other	196	2,328	(2,132)	(91.6%)
	9,972	12,413	(2,441)	(19.7%)
Income before income taxes	(454)	961	(1,415)	(147.2%)
Income tax expense (recovery)
Current	(20)	(586)	566	(96.6%)
Deferred	(542)	2,736	(3,278)	(119.8%)
	(562)	2,150	(2,712)	(126.1%)
Net income (loss) for the period	108	(1,189)	1,297	(109.1%)
EBITDA ⁽¹⁾	2,468	3,824	(1,356)	(35.5%)
Adjusted EBITDA ⁽¹⁾	3,397	8,501	(5,104)	(60.0%)
Adjusted Net Income ⁽¹⁾	800	2,295	(1,495)	(65.1%)

(in thousands of US dollars)	Fiscal 2020	Fiscal 2019	$ Change	% Change
Consolidated statements of operations:
Revenue	116,543	108,496	8,047	7.4%
Cost of sales	62,357	56,682	5,675	10.0%
Gross profit	54,186	51,814	2,372	4.6%

Expenses
Selling and administrative	29,819	27,127	2,692	9.9%
Amortization and depreciation	4,209	3,645	564	15.5%
Interest and accretion	7,421	7,392	29	0.4%
Foreign exchange loss	318	485	(167)	(34.4%)
Integration, restructuring, and other	3,808	4,514	(706)	(15.6%)
	45,575	43,163	2,412	5.6%
Income before income taxes	8,611	8,651	(40)	(0.5%)
Income tax expense
Current	—	41	(41)	(100.0%)
Deferred	2,105	4,538	(2,433)	(53.6%)
	2,105	4,579	(2,474)	(54.0%)
Net income for the year	6,506	4,072	2,434	59.8%
EBITDA ⁽¹⁾	20,241	19,688	553	2.8%
Adjusted EBITDA ⁽¹⁾	28,470	29,487	(1,017)	(3.4%)
Adjusted Net Income ⁽¹⁾	12,637	11,372	1,265	11.1%

(1) See “Non-IFRS Measures”.

(in thousands of US dollars) (unaudited)		Q4 2020	Q4 2019	Fiscal 2020	Fiscal 2019
Consolidated net income (loss):		108	(1,189)	6,506	4,072
Income tax expense		(562)	2,150	2,105	4,579
Interest and accretion		1,841	1,910	7,421	7,392
Amortization and deprecation		1,081	953	4,209	3,645
EBITDA		2,468	3,824	20,241	19,688
Integration, restructuring, and other	(1)	196	2,328	3,808	4,514
Purchase accounting adjustments	(2)	—	1,354	2,321	1,354
Share-based compensation	(3)	314	609	2,006	3,422
Unrealized foreign exchange loss		419	386	94	509
Adjusted EBITDA		3,397	8,501	28,470	29,487

(in thousands of US dollars) (unaudited)		Q4 2020	Q4 2019	Fiscal 2020	Fiscal 2019
Consolidated net income (loss):		108	(1,189)	6,506	4,072
Integration, restructuring, and other	(1)	196	2,328	3,808	4,514
Purchase accounting adjustments	(2)	—	1,354	2,321	1,354
Share-based compensation	(3)	314	609	2,006	3,422
Unrealized foreign exchange loss (gain)		419	386	94	509
Tax impact of the above adjustments		(237)	(1,193)	(2,098)	(2,499)
Adjusted Net Income		800	2,295	12,637	11,372

(1)	Refer to Note 12 to the annual audited consolidated financial statements for further details.
(2)	In conjunction with the 2019 Acquisition, the fair value adjustment of inventory as part of the initial purchase price allocation was expensed to cost of sales as the inventories were sold.
(3)	Represents recognition of share-based payments, which have been accounted for as selling and administrative expenses.

(in thousands of US dollars) (unaudited)	Q4 2020	Q4 2019	Fiscal 2020	Fiscal 2019
Cash provided by operating activities	5,066	1,382	14,781	10,116
Less: purchase of property and equipment	(229)	(222)	(1,343)	(2,468)
Free cash flow	4,837	1,160	13,438	7,648
Add: Acquisition related costs	—	1,874	—	2,135
Adjusted free cash flow	4,837	3,034	13,438	9,783

(1) See “Non-IFRS Measures”.

SOURCE MAV Beauty Brands