
TSX:NANO)(OTC PINK:NNOMF)(Frankfurt:LBMB
Q3 2023 Highlights and Headlines
Nano One® Materials Corp. (TSX: NANO) (OTC Pink: NNOMF) (FSE: LBMB) ("Nano One" or the "Company"), a clean technology company with patented processes for the low-cost, low-environmental footprint production of high-performance cathode materials used in lithium-ion batteries, is pleased to announce the appointment of Ms. Carla Matheson as an independent Director to the Board effective immediately. Ms. Matheson will also serve as a member on Nano One's Audit, Compensation and Nominating, and People and Governance Committees.
Paul Matysek, Executive Chair, commented, "On behalf of the board and the entire team, we are pleased to welcome Carla to Nano One. Carla brings a wealth of experience and a strong financial acumen that will be invaluable in supporting Nano One's ongoing growth strategy."
Ms. Matheson is a Chartered Professional Accountant (CPA, CA) with over ten years of experience in a variety of industries, specializing in business development, mergers and acquisitions and financial reporting. Throughout her career on both the buy- and sell-side, Ms. Matheson, has provided dynamic solutions on all aspects of finance, accounting and business-related issues for both public and private companies, having closed 30+ majority acquisitions, 50+ minority/venture type transactions, raised over $150M in capital via both debt and equity markets and deployed over $60M in capital.
Ms. Carla Matheson stated "I am delighted to be joining the Nano One Board as the company looks to execute on its strategic development plans. I am looking forward to working with the Nano One Board and management team to build on Nano One's continued responsible growth and value generation."
Ms. Matheson has spent over 10 years in the finance and accounting field working with both public and private companies. Most recently, she was Chief Financial Officer of Tiny Capital, where she was responsible for the strategic oversight of the technology-heavy portfolio. This oversight included on-boarding new acquisitions, development of core financial and operational processes as the primary point of contact for portfolio CEOs experiencing periods of high growth. Ms. Matheson is currently the Chief Financial Officer of Plank Ventures Ltd., an investment company targeting investments and business opportunities in the technology arena, with a focus on early-stage start-up companies that have developed a customer and revenue base and are seeking funding for expansion.
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About Nano One
Nano One Materials Corp (Nano One) is a clean technology company with a patented, scalable and low carbon intensity industrial process for the low-cost production of high-performance lithium-ion battery cathode materials. The technology is applicable to electric vehicle, energy storage, consumer electronic and next generation batteries in the global push for a zero-emission future. Nano One's One-Pot process, its coated nanocrystal materials and its Metal to Cathode Active Material (M2CAM) technologies address fundamental performance needs and supply chain constraints while reducing costs and carbon footprint. Nano One has received funding from various government programs and the current "Scaling of Advanced Battery Materials Project" is supported by Sustainable Development Technology Canada (SDTC) and the Innovative Clean Energy (ICE) Fund of the Province of British Columbia. For more information, please visit www.nanoone.ca
Company Contact:
Paul Guedes
info@nanoone.ca
(604) 420-2041
Media Contact:
Chelsea Lauber
Antenna Group for Nano One
nanoone@antennagroup.com
(646) 854-8721
Certain information contained herein may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Generally, forward-looking information can be identified by the use of terminology such as 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing', 'enable', 'target', 'goal', 'potential' or variations of such words and phrases or statements that certain actions, events or results "will" occur. This information reflects the Nano One's current expectations regarding future events. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nano One to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including but not limited to risk factors as identified in Nano One's MD&A and its Annual Information Form dated March 15, 2021, both for the year ended December 31, 2020, and in recent securities filings for Nano One which is available at www.sedar.com. Nano One does not undertake any obligation to update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
TSX:NANO)(OTC PINK:NNOMF)(Frankfurt:LBMB
Q3 2023 Highlights and Headlines
nano one® Materials Corp. ("nano one" or the "Company") is a clean technology company with patented processes for the production of lithium-ion battery cathode materials that enable secure and resilient supply chains by driving down cost, complexity, energy intensity, and environmental footprint. nano one has filed its condensed interim consolidated financial statements (the "financial statements"), and management's discussion & analysis ("MD&A") as at and for the nine months ended September 30, 2023 ("Q3 2023") and is pleased to provide the following highlights from Q3 2023.
Corporate Milestones and Developments for Q3 2023
Strategic Investment and Collaboration Agreement with Sumitomo Metal Mining
On October 5, 2023, nano one and Sumitomo Metal Mining Co., Ltd. ( "SMM", together with nano one, the "Companies") closed a transaction whereby the Companies agreed to a strategic equity investment in nano one by SMM of approximately $17,000,000 and entered into a collaboration agreement under which the Companies will work together to accelerate the commercial production of lithium iron phosphate ("LFP"), cathode active materials ("CAM") and nickel-rich CAM chemistries, such as lithium nickel manganese cobalt oxide ("NMC"). SMM is a leading vertically integrated miner, refiner and producer of CAM.
nano one issued a total of 5,498,355 common shares (the "Shares"), representing approximately 5% of the current issued and outstanding Shares of nano one, at $3.07 per Share ($16,879,950) in a non-brokered private placement.
nano one intends to use the proceeds principally towards the conversion of its existing Candiac LFP manufacturing facility to a One-Pot production scale pilot plant, nickel and manganese-rich engineering, and piloting activities, and for working capital purposes.
Pre-Feasibility Study of One-Pot LFP Production Lines Completed
On October 23, 2023, the Company announced the completion of its Front-End Loading (FEL) 2 pre-feasibility study with Hatch Ltd., which estimates that the capacity for a One-Pot LFP production line is 12,500 tonnes per annum ("tpa") and that two such lines (25,000 tpa) could be built within a 167,000 sq. ft. building, making it more efficient in size, footprint, and capital cost than other commercial methods of making LFP.
nano one is actively exploring site locations for its expansion plans, including but not limited to its existing site in Candiac, Québec, and is engaged with governments in various jurisdictions where access to financial incentives and technology attraction programs could further increase shareholder value and stakeholder interests.
LFP from Commercial Size Reactors and Customer Samples Delivered
On September 14, 2023, the Company announced that recent One-Pot trials in the existing reactors at the Candiac plant have produced LFP at commercial scale with performance results consistent to lab scale. nano one has leapfrogged to full commercial size reactors and its LFP can be shipped to select customers for evaluation.
With nano one's existing commercial reactors, it has continued to optimize trials in the existing commercial scale reactors, reproducing lab and development results. This demonstrates the One-Pot process can scale to commercial volumes and advances the de-risking of the technology at commercial scale. This rapid advancement allows commercial scale LFP samples to be sent to qualified customers, for thorough evaluation and validation for the purposes of entering binding offtake agreements.
Q3 2023 Financial Position and Results
Annual budgeting planning activities are underway, with a base shelf prospectus to be filed following standard company governance practices to fund expansion plans.
For a more detailed discussion of nano one's interim Q3 2023 results, please refer to the Company's financial statements, and MD&A which are available at www.sedar.com.
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About nano one®
nano one materials corp. (nano one) is a clean technology company with a patented, scalable and low carbon intensity industrial process for the low-cost production of high-performance lithium-ion battery cathode materials. With strategic collaborations and partnerships, including automotive OEMs and strategic industry supply chain companies like Sumitomo Metal Mining, BASF, Umicore and Rio Tinto. nano one's technology is applicable to electric vehicles, energy storage, and consumer electronics, reducing costs and carbon intensity while improving environmental impact. The Company aims to pilot and demonstrate its technology as turn-key production solutions for license, joint venture, and independent production opportunities, leveraging Canadian talent and critical minerals for emerging markets in North America, Europe, and the Indo-Pacific region. nano one has received funding from SDTC and the Governments of Canada and British Columbia.
For more information, please visit www.nanoone.ca
Company Contact:
Paul Guedes
info@nanoone.ca
(604) 420-2041
Cautionary Notes and Forward-looking Statements
Certain information contained herein may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking information in this news release includes but is not limited to: the Company's current and future business and strategies; estimated future working capital, funds available, and uses of funds, future capital expenditures and other expenses for commercial operations; results of the FEL 2 pre-feasibility study and timely completion of the FEL 3 study; industry demand; potential offtake commitments; projected revenue generation; ability to obtain employees, consultants or advisors with specialized skills and knowledge; joint development programs; incurrence of costs; competitive conditions; general economic conditions; the intention to grow the business, operations and potential activities of the Company; the functions and intended benefits of nano one's technology and products; the development and optimization of the Company's technology and products; the commencement of a commercialization phase; prospective partnerships and the anticipated benefits of the Company's partnerships; the Company's licensing, supply chain, joint venture opportunities and potential royalty arrangements; the purpose for expanding the Candiac facilities; the scalability of developed technology to meet expanded capacity; access to skilled labour, permits, and provincial and municipal utilities; and the execution of the Company's stated plans - which are contingent on access to capital and grants. Generally, forward-looking information can be identified by the use of terminology such as 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing', ‘target', ‘goal', ‘potential' or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the current opinions and estimates of management as of the date such statements are made are not, and cannot be, a guarantee of future results or events. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including but not limited to: general and global economic and regulatory changes; next steps and timely execution of the Company's business plans; the development of technology, supply chains, and plans for construction and operation of cathode production facilities; successful current or future collaborations that may happen with OEM's, miners or others; the execution of the Company's plans which are contingent on support and grants; the Company's ability to achieve its stated goals; the commercialization of the Company's technology and patents via license, joint venture and independent production; anticipated global demand and projected growth for LFP batteries; and other risk factors as identified in nano one's MD&A and its Annual Information Form dated March 29, 2023, both for the year ended December 31, 2022, and in recent securities filings for the Company which are available at www.sedar.com. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 forward-looking statements and forward-looking information. The Company does not undertake any obligation to update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
SOURCE: nano one materials corp.
News Provided by ACCESSWIRE via QuoteMedia
Highlights:
TSX:NANO)(OTC PINK:NNOMF)(Frankfurt:LBMB) nano one® Materials Corp. ("nano one" or the "Company") a clean technology company with patented processes for the production of lithium-ion battery cathode materials is pleased to announce the completion of its Front-End Loading (FEL) 2 pre-feasibility study with Hatch Ltd, which estimates that nano one could add 25,000 tonnes per annum ("tpa") of lithium iron phosphate (LFP) production capacity to its Candiac property, potentially making it significantly more efficient in size, footprint, and capital cost than other commercial methods of making LFP
" The study anticipates that the optimal production line capacity for One-Pot LFP is 12,500 tonnes per year, " stated Dan Blondal, CEO, " and that two such lines may fit in a 167,000 square foot facility at our Candiac site. Capacity could be added in 2 stages to synchronize with demand, supporting about 12.5 gigawatt hours of LFP cell manufacturing and increasing our capacity by 10x with only a 2x increase in footprint, when compared to the existing 2,400 tonne facility. This is a leap forward for our One-Pot process made possible by fewer units of operation, high efficiency kilns and by eliminating all wastewaters, by-products, and treatment thereof.
"The land and water use implications alone add significant value to the One-Pot Process and bolster our strategic objectives to engineer, package and license low cost, low footprint LFP production plants, for rapid turnkey deployment with partners in North America, Europe, Japan and other regions. "
Image 1. nano one FEL2 pre-feasibility study anticipates a 25,000 tpa Commercial LFP Plant in Candiac, Québec.
The FEL 2 study is at the prefeasibility stage and defines (a) the potential production line size, (b) the optimal plant size for nano one's site in Candiac, Québec, and provides (c) operating cost estimates and (d) Association for the Advancement of Cost Engineering (AACE) class 4 estimates of the capital cost. Cost estimates are based on equipment quotes from various major vendors, installation factors, indirect costs, and best practices in engineering, procurement, and construction management (EPCM). Specifics on cost are commercially sensitive and held in confidence to allow the company to engage effectively in product pricing discussions with customers. LFP sample evaluation with customers is underway, with the goal of securing offtake commitments and building out production capacity to suit.
nano one is actively engaged with governments, not only in Québec, but also in other jurisdictions where access to financial incentives and technology attraction programs could further increase shareholder value and stakeholder interests.
Based on the FEL 2 pre-feasibility study and subsequent Economic Impact Assessment conducted by the Institut de la Statistique du Québec, it was determined that the project has the potential to create 149 direct, full-time highly skilled jobs and 1065 indirect jobs. In addition, the project has the potential to generate tax revenues for the Governments of Québec and Canada of approximately $35 million during construction and over $17 million annually when at full capacity. It could generate roughly $450 million in economic activity in Québec in the first five years.
Denis Geoffroy, CCO added, " The proposed facility could potentially supply Gigafactories announced in the US and Canada, creating new opportunities all while helping jurisdictions source local feedstock and meet GHG reduction targets."
The FEL 2 study relies on a process design basis from January 2023. Subsequent to this, nano one has identified further potential cost reductions from its full-scale trials and fast-tracking results, as disclosed on September 14, 2023. These anticipated improvements will be factored into an FEL 3 feasibility study, improving project capital and operating costs and energy usage. The FEL 3 study is out for tender and anticipated to kick off in November 2023 and conclude Q3 2024.
Alex Holmes, COO commented, "The FEL 3 study will define a stand-alone facility for expansion purposes, optimal financing, sighting, and joint venture opportunities. Timing of the study is aligned with the execution of our roadmap, as disclosed on April 24, 2023 and is synchronized with project finance, government funding, customer support and further strategic investment activities. Following the closing of our deal with Sumitomo Metals Mining, nano one is in a strong cash position with approximately $41 million in cash and cash equivalents. We continue to execute on our plans and look forward to meeting our milestones on the path to commercialization. "
As previously disclosed, Sumitomo Metals Mining made an equity investment of C$16.9M in nano one on October 5, 2023, and entered into a collaboration agreement to support the piloting and commercial adoption of nano one's sulphate-free LFP and NMC CAM. This is complementary to nano one's existing joint development programs with Rio Tinto, BASF, Umicore and Our Next Energy, in its bid to expand and address CAM markets in North America, Europe and the Indo-Pacific region that are projected to reach approximately 2.7 million tons of NMC and 3 million tons of LFP by 2035, for an LFP market value of approximately $48 billion and a combined total market value of approximately $146 billion. i
About nano one®
nano one materials corp. (Nano One) is a clean technology company with a patented, scalable and low carbon intensity industrial process for the low-cost production of high-performance lithium-ion battery cathode materials. With strategic collaborations and partnerships, including automotive OEMs and strategic industry supply chain companies like Sumitomo Metal Mining, BASF, Umicore and Rio Tinto. nano one's technology is applicable to electric vehicles, energy storage, and consumer electronics, reducing costs and carbon intensity while improving environmental impact. The Company aims to pilot and demonstrate its technology as turn-key production solutions for license, joint venture, and independent production opportunities, leveraging Canadian talent and critical minerals for emerging markets in North America, Europe, and the Indo-Pacific region. nano one has received funding from SDTC and the Governments of Canada and British Columbia.
For more information, please visit www.nanoone.ca
Company Contact:
Paul Guedes
info@nanoone.ca
(604) 420-2041
Cautionary Notes and Forward-looking Statements
Certain information contained herein may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking information in this news release includes but is not limited to: the Company's current andfuture business and strategies; estimated future working capital, funds available, and uses of funds, future capital expenditures and other expenses for commercial operations; results of the FEL 2 pre-feasibility study and timely completion of the FEL 3 study; industry demand; potential offtake commitments; projected revenue generation; ability to obtain employees, consultants or advisors with specialized skills and knowledge; joint development programs; incurrence of costs; competitive conditions; general economic conditions; the intention to grow the business, operations and potential activities of the Company; the functions and intended benefits of nano one's technology and products; the development and optimization of the Company's technology and products; the commencement of a commercialization phase; prospective partnerships and the anticipated benefits of the Company's partnerships; the Company's licensing, supply chain, joint venture opportunities and potential royalty arrangements; the purpose for expanding the Candiac facilities; the scalability of developed technology to meet expanded capacity; and the execution of the Company's stated plans - which are contingent on support and grants. Generally, forward-looking information can be identified by the use of terminology such as 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing', ‘target', ‘goal', ‘potential' or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the current opinions and estimates of management as of the date such statements are made are not, and cannot be, a guarantee of future results or events. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including but not limited to: general and global economic and regulatory changes; next steps and timely execution of the Company's business plans; the development of technology, supply chains, and plans for construction and operation of cathode production facilities; successful current or future collaborations that may happen with OEM's, miners or others; the execution of the Company's plans which are contingent on support and grants; the Company's ability to achieve its stated goals; the commercialization of the Company's technology and patents via license, joint venture and independent production; anticipated global demand and projected growth for LFP batteries; and other risk factors as identified in nano one's MD&A and its Annual Information Form dated March 29, 2023, both for the year ended December 31, 2022, and in recent securities filings for the Company which are available at www.sedar.com. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 forward-looking statements and forward-looking information. The Company does not undertake any obligation to update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
Hatch disclaims any and all liability arising out of, or in connection with, any third party's use of, or reliance upon, information contained in this press release and the use of this information by any third party is at the risk of that party. The following items were excluded from the project scope of the Hatch project: offsite infrastructure and services; utility connections including water, gas and power; all services are assumed to be available at the site boundary; storage facility for effluent or solid residue are assumed to be discharged to environment or managed/stored by a third party; costs of environmental and ecology related studies; no allowance for study costs (feasibility studies prior to detailed engineering/execution); land acquisitions and associated work land; schedule acceleration costs; schedule delays and associated costs, such as those caused by force majeure; permit applications; forward escalation beyond the estimate base date; government levies and taxes; sustaining capital costs; detailed owner's costs; and tailings or effluent impoundment costs.
[i] Demand data from Benchmark Mineral Intelligence Q2 2023 Lithium Ion Battery Database, pricing assumes the prior 6 months' average from Benchmark's 2023 Monthly Cathode Assessments.
SOURCE: nano one materials corp.
News Provided by ACCESSWIRE via QuoteMedia
TSX:NANO)(OTC PINK:NNOMF)(Frankfurt:LBMB)(TSE:5713
nano one® Materials Corp. ("Nano One" or the "Company"), a clean technology company with patented processes for the sustainable production of lithium-ion battery cathode materials, is pleased to announce the closing of the strategic equity investment and collaboration with Sumitomo Metal Mining Co. Ltd ("SMM", together with nano one, the "Companies"), a leading vertically integrated miner, refiner and producer of cathode active materials ("CAM"), announced on September 25, 2023. SMM made an equity investment of C$16,879,949.85 and the Companies entered into a collaboration agreement (the "CA") under which they will work together to accelerate the commercial production of lithium iron phosphate ("LFP"), CAM and nickel-rich CAM chemistries, such as lithium nickel manganese cobalt oxide ("NMC").
Investment and Collaboration
SMM purchased by way of private placement, 5,498,355 common shares (the "Shares") of nano one at a price of C$3.07 per share for a total investment into nano one of C$16,879,949.85 (the "Private Placement"). The Shares issued under the Private Placement equate to approximately 5% of the current issued and outstanding Shares of nano one.
The CA involves various aspects primarily centered on supporting the development of battery ecosystems, with a particular focus on LFP and NMC production using the One-Pot process. The collaboration will support technical product optimization for both LFP and NMC, as well as efforts to mitigate supply chain risks. These joint efforts are intended to strengthen and progress the development, design, construction, and operation of nano one's proposed LFP production scale pilot plant, the piloting of nickel- and manganese-rich CAMs, and nano one's first LFP commercial plant.
Additionally, the Companies will look to explore business development opportunities, including future sales and technology licensing, forging long term partnerships and identifying potential investment and financing opportunities to expand operations. In the pursuit of these shared business objectives, the Companies intend to exchange relevant market information and technical expertise to improve the quality and cost of CAM produced by the One-Pot process at the Candiac facilities to meet SMM customer requirements.
The Company intends to use this investment principally towards the conversion of its existing Candiac LFP manufacturing facility to a One-Pot production scale pilot plant, nickel- and manganese-rich engineering, and piloting activities, and for working capital purposes.
Together with the closing of the Private Placement and the CA, the Company entered into an investor rights agreement (the "IRA") whereby the Company granted SMM a participation right in any future equity financings to maintain its pro rata ownership interest for a period of up to three (3) years. Under the IRA, SMM has agreed to a standstill provision that, among other things, restricts SMM's ability to purchase additional shares without nano one's consent for a period of 24 months and restricts SMM's ability to sell the Shares for 12 months, subject to certain exemptions. In addition the Shares are subject to a restricted hold period of four months and a day under applicable Canadian securities legislation
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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About nano one
nano one materials corp. (Nano One) is a clean technology company with a patented, scalable and low carbon intensity industrial process for the low-cost production of high-performance lithium-ion battery cathode materials. With strategic collaborations and partnerships, including automotive OEMs and strategic industry supply chain companies like BASF, Umicore and Rio Tinto. nano one's technology is applicable to electric vehicles, energy storage, and consumer electronics, reducing costs and carbon intensity while improving environmental impact. nano one aims to pilot and demonstrate its technology as turn-key production solutions for license, joint venture, and independent production opportunities, leveraging Canadian talent and critical minerals for emerging markets in North America, Europe, and the Indo-Pacific region. nano one has received funding from SDTC and the Governments of Canada and British Columbia.
For more information, please visit www.nanoone.ca
About Sumitomo Metal Mining
Sumitomo Metal Mining Co., Ltd. (SMM) dates back to 16th Century Copper Mining and Processing in Japan. SMM is an integrated producer covering from mineral resources development, smelting & refining, to the production of battery materials and functional materials. By connecting the core businesses, it has advantages in sustainable value chains. SMM has expertise, deep knowledge and many years of experience in producing various types of precursor cathode active material/cathode active material and aims to increase the production capacity of cathode materials (nickel CAM and LFP) from approximately 60,000 tonnes per annum currently to 180,000 tonnes per annum by 2030.
For more information, please visit https://www.smm.co.jp/en/
Company Contact:
nano one:
Paul Guedes
info@nanoone.ca
(604) 420-2041
Cautionary Notes and Forward-looking Statements
Certain information contained herein may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking information in this news release includes, but is not limited to: the development of technology, supply chains, and plans for construction and operation of cathode production facilities; successful collaboration with SMM; industry demand; successful current and future collaborations that are/may happen with OEM's, miners or others; the functions and intended benefits of nano one's technology and products; the development of nano one's technology and products; achieving commercial production of LFP and pilot scale production of NMC at the Candiac facility; nano one's licensing, supply chain, joint venture opportunities and potential royalty arrangements; the purpose for expanding the Candiac facilities and scalability of developed technology; and the execution of nano one's plans - which are contingent on support and grants. Generally, forward-looking information can be identified by the use of terminology such as 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing', ‘target', ‘goal', ‘encouraged', ‘projected', ‘potential' or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the current opinions and estimates of management as of the date such statements are made are not, and cannot be, a guarantee of future results or events. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of nano one to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including but not limited to: general and global economic and regulatory changes; next steps and timely execution of nano one's business plans; the development of technology, supply chains, and plans for construction and operation of the Candiac facility; industry demand; successful current or future collaborations that may happen with OEM's, miners or others; the execution of nano one's plans which are contingent on support and grants; nano one's ability to achieve its stated goals; the commercialization of nano one's technology and patentsvia license, joint venture and independent production; anticipated global demand and projected growth for LFP batteries; and other risk factors as identified in nano one's MD&A and its Annual Information Form dated March 29, 2023, both for the year ended December 31, 2022, and in recent securities filings for nano one which are available at www.sedar.com. Although management of nano one has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 forward-looking statements and forward-looking information. nano one does not undertake any obligation to update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
SOURCE: nano one materials corp.
News Provided by ACCESSWIRE via QuoteMedia
TSX:NANO)(OTC:NNOMF)(Frankfurt:LBMB) and Tokyo, Japan (TSE:5713
Highlights:
Nano One® Materials Corp. ("Nano One") is a clean technology company with patented processes for the sustainable production of lithium-ion battery cathode materials, and Sumitomo Metal Mining Co., Ltd. ("SMM", together with nano one, the "Companies") is a leading vertically integrated miner, refiner and producer of cathode active materials ("CAM") with over 400 years of experience. The Companies are pleased to announce that they have agreed to a strategic equity investment in nano one by SMM of C$16,879,949.85 and to enter into a collaboration agreement (a "Collaboration Agreement") under which the parties will work together to accelerate the commercial production of lithium iron phosphate ("LFP"), CAM and nickel-rich CAM chemistries, such as lithium nickel manganese cobalt oxide ("NMC").
"This announcement builds on years of technology development and CAM production by both Sumitomo Metal Mining and Nano One Materials," said nano one CEO, Dan Blondal, "and it expresses our joint ambitions to develop and lead world class battery ecosystems and long-term partnerships in the production of LFP and NMC cathode materials. Sumitomo Metal Mining is a world class leader, having pioneered nickel-rich cathode active materials for long range electric vehicle battery applications. We are proud to be partnered with such a reputable and deeply experienced organization and to be jointly addressing emerging market demand in Japan, North America and other global regions."
For over 400 years, SMM has been mining, smelting, refining, and processing metals with a large and diverse customer base that includes nickel-rich cathode materials for lithium-ion battery and electric vehicle producers in recent years. In 2022, SMM expanded their CAM product portfolio to include LFP and have chosen to collaborate and partner with nano one to accelerate its efforts.
nano one has plans to build its first commercial LFP plant adjacent to its existing production scale pilot facility in Candiac, Québec, and is nearing completion of a Front-End Loading Pre-Feasibility Study ("FEL-2") that will help determine key factors including costs, production line size, total capacity and timing. The Companies believe LFP is an important battery material that will capture a significant portion of the market in the years ahead, and that it can be produced responsibly and cost effectively in North America, Japan, and other jurisdictions using technology and know-how from both organizations.
Katsuya Tanaka, Managing Executive Officer, General Manager of Battery Material Division of SMM stated, "nano one has proven LFP production experience and has demonstrated that their latest technology works at scale, their materials perform, and their costs are competitive. nano one is also aligned with our belief that less waste and energy intensive CAM production technology is one of the most important keys to contribute to developing EV markets. This is particularly important in Japan, North America, and other emerging markets where the race to meet net-zero goals and establish battery supply chains is just beginning. We are excited to be working with nano one."
Strategic Equity Investment
SMM will make a strategic equity investment into nano one for gross proceeds of C$16,879,949.85. On closing, nano one will issue a total of 5,498,355 common shares (the "Shares"), representing approximately 5% of the current issued and outstanding Shares of nano one, at C$3.07 per Share in a non- brokered private placement. nano one intends to use the proceeds principally towards the conversion of its existing Candiac LFP manufacturing facility to a One-Pot production scale pilot plant, nickel- and manganese-rich engineering, and piloting activities, and for working capital purposes.
In connection with the closing of the investment, nano one and SMM will enter into an investor rights agreement, providing SMM with participation rights in any future equity financings to maintain pro rata ownership interest for a period of up to three years from the date of closing. Under the agreement, SMM will agree to a standstill provision that, among other things, restricts SMM's ability to purchase additional shares without nano one consent for a period of 24 months and restricts SMM's ability to sell the Shares for 12 months, subject to certain exemptions.
The Shares will be subject to hold period of four months and a day under applicable Canadian securities law. Closing is subject to certain customary closing conditions, including the approval of the Toronto Stock Exchange (the "Exchange"). nano one expects closing to occur within 30 days.
Strategic Collaboration Agreement
SMM and nano one will enter into a Collaboration Agreement on closing of the investment that will encompass various aspects primarily centered on supporting the development of battery ecosystems, with a particular focus on LFP and NMC production using the One-Pot process. The collaboration will support technical product optimization for both LFP and NMC, as well as efforts to mitigate supply chain risks. These joint efforts are intended to strengthen and progress the development, design, construction, and operation of nano one's proposed LFP production scale pilot plant, the piloting of nickel- and manganese-rich CAMs, and nano one's first LFP commercial plant.
Further, the Companies will jointly explore business development opportunities, including future sales and technology licensing, forging long term partnerships and identifying potential investment and financing opportunities to expand operations. In the pursuit of these shared business objectives, the Companies intend to exchange relevant market information and technical expertise to improve the quality and cost of CAM produced by the One-Pot process at the Candiac facilities to meet SMM customer requirement.
Being the first CAM producing investor in nano one, SMM has taken a leadership position in seeking to transform the battery materials supply chain for electric vehicle, industrial and renewable energy storage applications. SMM's investment builds on past investments in nano one from mining companies and governments and could accelerate LFP adoption, demand and business opportunities for the Companies. In the future, the Companies intend to evaluate and negotiate a longer-term partnership in the form of a joint-venture and/or a licensing agreement for large scale production of LFP, NMC and other CAM formulations using nano one's One-Pot process in Asia (excluding China) and other global jurisdictions such as Europe, North America and the Indo-Pacific region.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws and may not be offered or sold within the United States or to US Persons (as defined in the US Securities Act) unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
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About nano one®
nano one materials corp. (Nano One) is a clean technology company with a patented, scalable and low carbon intensity industrial process for the low-cost production of high-performance lithium-ion battery cathode materials. With strategic collaborations and partnerships, including automotive OEMs and strategic industry supply chain companies like BASF, Umicore and Rio Tinto. nano one's technology is applicable to electric vehicles, energy storage, and consumer electronics, reducing costs and carbon intensity while improving environmental impact. nano one aims to pilot and demonstrate its technology as turn-key production solutions for license, joint venture, and independent production opportunities, leveraging Canadian talent and critical minerals for emerging markets in North America, Europe, and the Indo-Pacific region. nano one has received funding from SDTC and the Governments of Canada and British Columbia.
For more information, please visit www.nanoone.ca
About Sumitomo Metal Mining
Sumitomo Metal Mining Co., Ltd. (SMM) dates back to 16th Century Copper Mining and Processing in Japan. SMM is an integrated producer covering from mineral resources development, smelting & refining, to the production of battery materials and functional materials. By connecting the core businesses, it has advantages in sustainable value chains. SMM has expertise, deep knowledge and many years of experience in producing various types of precursor cathode active material/cathode active material and aims to increase the production capacity of cathode materials (nickel CAM and LFP) from approximately 60,000 tonnes per annum currently to 180,000 tonnes per annum by 2030.
For more information, please visit https://www.smm.co.jp/en/
Company Contact:
Paul Guedes
info@nanoone.ca
(604) 420-2041
Cautionary Notes and Forward-looking Statements
Certain information contained herein may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking information in this news release includes, but is not limited to: the closing of the financing and related transaction, the approval by the Exchange for the financing; the development of technology, supply chains, and plans for construction and operation of cathode production facilities; successful collaboration with SMM; industry demand; successful current and future collaborations that are/may happen with OEM's, miners or others; the functions and intended benefits of nano one's technology and products; the development of nano one's technology and products; achieving commercial production of LFP and pilot scale production of NMC at the Candiac facility; nano one's licensing, supply chain, joint venture opportunities and potential royalty arrangements; the purpose for expanding the Candiac facilities and scalability of developed technology; and the execution of nano one's plans - which are contingent on support and grants. Generally, forward-looking information can be identified by the use of terminology such as 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing', ‘target', ‘goal', ‘encouraged', ‘projected', ‘potential' or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the current opinions and estimates of management as of the date such statements are made are not, and cannot be, a guarantee of future results or events. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of nano one to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including but not limited to: general and global economic and regulatory changes; next steps and timely execution of nano one's business plans; the development of technology, supply chains, and plans for construction and operation of the Candiac facility; industry demand; successful current or future collaborations that may happen with OEM's, miners or others; the execution of nano one's plans which are contingent on support and grants; nano one's ability to achieve its stated goals; the commercialization of nano one's technology and patents via license, joint venture and independent production; anticipated global demand and projected growth for LFP batteries; and other risk factors as identified in nano one's MD&A and its Annual Information Form dated March 29, 2023, both for the year ended December 31, 2022, and in recent securities filings for nano one which are available at www.sedar.com. Although management of nano one has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 forward-looking statements and forward-looking information. nano one does not undertake any obligation to update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
SOURCE: nano one materials corp.
News Provided by ACCESSWIRE via QuoteMedia
TSX:NANO)(OTC PINK:NNOMF)(Frankfurt:LBMB
Highlights:
Nano One® Materials Corp. ("Nano One" or the "Company") is a clean technology company with patented processes for the production of lithium-ion battery cathode materials that enable secure and resilient supply chains by driving down cost, complexity, energy intensity, and environmental footprint. The Company is pleased to report that One-Pot trials over the past few months in the existing reactors at the Candiac plant have produced lithium iron phosphate (LFP) at commercial scale with performance results consistent to lab scale. nano one has leapfrogged to full commercial size reactors and its LFP can be shipped to select customers in Q4 for evaluation. Additionally, the 200 tonne per annum (tpa) reactors have been installed and optimization is underway for scale-up.
"We are ready to send qualified LFP materials to our partners for evaluation at tonne scale from our commercial scale reactors." said nano one's Chief Commercialization Officer Mr. Denis Geoffroy, "These reactors performing are an important milestone in our commercialization strategy, to provide tonne scale samples to strategic partners and boost the confidence in our technology's scalability. I am very proud of our team who achieved these results in a very short timeframe."
2,000 tpa Commercial Reactors [existing]:
nano one has continued to optimize trials in the existing commercial scale reactors, reproducing lab and development results. This demonstrates the One-Pot process can scale to commercial volumes and advances the de-risking of the technology at commercial scale. This rapid advancement allows commercial scale LFP samples to be sent to qualified customers, ahead of schedule, for thorough evaluation and validation for the purposes of entering binding offtake agreements for both the existing Candiac plant and the first full commercial line to be built next door. Optimization will continue and the results have helped identify key processing parameters and will expedite the commercial scale-up process.
Successful repeatable LFP trials in the existing commercial scale reactors will lead to an accelerated refurbishment of the plant to automatize the use of the existing reactors for the One-Pot process. This will enable continuous production capabilities up to 2,000 tpa level toward the end of 2024.
200 tpa Pilot Reactors [new]:
In parallel, the team has continued to work on the reception, installation, and commissioning of the 200 tpa One-Pot reactors. These reactors will provide important information to improve the processes and support validation in a cost-effective manner as the Company continues to innovate. They also allow nano one to have a baseline automated production capacity of 200 tpa, ready to deliver to customers once they have validated the product.
"The experience of our team has been invaluable in achieving these important milestones." said Alex Holmes, COO, "Working concurrently with both the 200 tpa reactors and existing commercial scale reactors has fast tracked our commercialization efforts. We are setting the foundation for growth that can secure market share and enhance shareholder value. This couldn't have been achieved without the unwavering dedication of our team and showcases the amazing talent we have at nano one."
"Being ahead of schedule and producing high-quality LFP cathode material is what we needed to fast-track nano one's progression to profitability." said Andrew Muckstadt, VP Business Development, "While attending The Battery Show in Novi Michigan this week, we are able to talk to select customers about taking orders and potentially supplying them with LFP for their business plans in the future. As major players are still determining their supply chain and partners, we are demonstrating we have a viable product that can be produced in North America and replicated around the world."
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About nano one®
nano one materials corp. (Nano One) is a clean technology company with a patented, scalable and low carbon intensity industrial process for the low-cost production of high-performance lithium-ion battery cathode materials. With strategic collaborations and partnerships, including automotive OEMs and strategic industry supply chain companies like BASF, Umicore and Rio Tinto. nano one's technology is applicable to electric vehicles, energy storage, and consumer electronics, reducing costs and carbon intensity while improving environmental impact. The Company aims to pilot and demonstrate its technology as turn-key production solutions for license, joint venture, and independent production opportunities, leveraging Canadian talent and critical minerals for emerging markets in North America, Europe, and the Indo-Pacific region. nano one has received funding from SDTC and the Governments of Canada and British Columbia.
For more information, please visit www.nanoone.ca
Company Contact:
Paul Guedes
info@nanoone.ca
(604) 420-2041
Cautionary Notes and Forward-looking Statements
Certain information contained herein may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking information in this news release includes but is not limited to: the Company's future business and strategies; industry demand; incurrence of costs; competitive conditions; general economic conditions; the intention to grow the business, operations, revenues and potential activities of the Company; the functions and intended benefits of nano one's technology and products; the development of the Company's technology, supply chains and products; results of trials and optimization for scale up to commercial production; current and future collaboration engineering, and optimization research projects; plans for construction, scale-up and operation of a multi cathode piloting hub; the successful and timely commencement of a commercialization phase; successful validation of LFP products; prospective partnerships with customers and the anticipated benefits of the Company's partnerships; the purpose for expanding its facilities; and the acceleration and execution of the Company's plans - which are contingent on support and grants. Generally, forward-looking information can be identified by the use of terminology such as 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing', ‘target', ‘goal', ‘potential' or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the current opinions and estimates of management as of the date such statements are made are not, and cannot be, a guarantee of future results or events. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including but not limited to: general and global economic and regulatory changes; next steps and timely execution of the Company's business plans; the development of technology, supply chains, and plans for construction, scale-up, and operation of cathode production facilities; achievement of industrial scale piloting, demo commercial production and potential revenues; successful current or future collaborations that may happen with OEM's, miners or others; the execution of the Company's plans which are contingent on support and grants; the Company's ability to achieve its stated goals; the commercialization of the Company's technology and patents via license, joint venture and independent production; anticipated global demand and projected growth for LFP batteries; and other risk factors as identified in nano one's MD&A and its Annual Information Form dated March 29, 2023, both for the year ended December 31, 2022, and in recent securities filings for the Company which are available at www.sedar.com. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 forward-looking statements and forward-looking information. The Company does not undertake any obligation to update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
SOURCE: nano one materials corp.
News Provided by ACCESSWIRE via QuoteMedia
Troy Minerals Inc. ("Troy" or the "Company") (CSE:TROY)(OTCQB:TROYF)(FSE:VJ3) is pleased to provide notice that a National Instrument 43-101 technical report ("NI 43101" or "Technical Report") on the maiden Inferred Mineral Resource Estimate ("MRE" announced on June 30, 2025) for high-purity silica at its 100%-owned Table Mountain Project ("Table Mountain" or the "Project"), located (Figure 1) near Golden, British Columbia, has now been filed.
The Technical Report, "NI 43-101 TECHNICAL REPORT ON THE TABLE MOUNTAIN PROJECT, Golden Mining Division, British Columbia, Canada" has an Effective Date of June 30, 2025 and is available on SEDAR+ and on corporate web site www.troyminerals.com.
Key Highlights (as announced on June 30, 2025 and presented in the Technical Report):
Yannis Tsitos, President of Troy, said "We are delighted to file the Technical Report in support of the previously disclosed maiden MRE for our Table Mountain high-purity silica project in BC, which marks another significant step for the Company. The size and quality of the Inferred geological resources, as well as the excellent local infrastructure with the Trans-Canada highway crossing the Project and the main railway being only 4 km away provide the foundation for our management to look after our next exploration and development steps for Table Mountain."
This maiden MRE, prepared in accordance with NI 43-101 standards, consists of an Inferred Resource of 56,945,602 tonnes of quartzite grading an average of 98.91% SiO₂. The results establish Table Mountain as a significant high-purity silica deposit in British Columbia and mark a major milestone in Troy's development of this critical mineral asset. The resource is comprised of an extensive quartzite (silica) bed of the Ordovician Mount Wilson Formation and remains open for expansion along strike and at depth with further exploration.
MRE Overview
The initial MRE (Table 1) was prepared by Ray GeoConsulting Corporation ("RGC") in accordance with the 2014 Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards and Canadian National Instrument 43-101 ("NI 43-101"). RGC is independent of Troy Minerals Inc.
Figure 1. Location of the Table Mountain High-Purity Silica Project
The following is the current Mineral Resource Estimate as at June 30, 2025 (the "Effective Date").
Table 1. Mineral Resource Estimate (MRE) Summary
Zone | Category | Tonnage (t) | Grade (% SiO₂) |
Table Mountain | Inferred | 56,945,602 | 98.91 |
Notes:
Following the completion of this encouraging maiden resource, Troy Minerals is moving swiftly to advance the Table Mountain Project toward further development and the Company is outlining the necessary work program to maximize the project's value.
Next Steps
About the Table Mountain Project
The Table Mountain Silica Project is located approximately 4 kilometres east of Golden, B.C., Canada, with excellent year-round road access and proximity to the Canadian Pacific Railway's Golden rail yard (Figure 2). The property covers roughly 2,304 hectares, encompassing up to 10 kilometres of regionally mapped strike length of the Mount Wilson Formation quartzite, with widths ranging from 300 to 1,400 metres at surface. Table Mountain is strategically situated near two established high-purity silica operations - the Moberly Silica Mine and the Sinova Quartz Quarry - both of which demonstrate silica purity greater than 99.6% SiO₂. This advantageous location highlights the project's potential to become a significant source of high-purity silica in a region known for hosting premium-quality silica deposits.
Figure 2. Property Boundary and Access
Qualified Person
Technical information in this news release has been reviewed and approved by Brian Ray, P.Geo., who is independent of Troy and a "Qualified Person" as defined under NI 43-101 Standards of Disclosure for Mineral Projects.
About Troy Minerals
Troy Minerals is a Canadian based publicly listed mining company focused on building shareholder value through acquisition, exploration, and development of strategically located "critical" mineral assets. Troy is aggressively advancing its projects within the silica (silicon), scandium, vanadium, and rare earths industries within regions that exhibit high and growing demand for such commodities, in both North America and Central-East Asia. The Company's primary objective is the near-term prospect of production with a vision of becoming a cash-flowing mining company to deliver tangible monetary value to shareholders, state, and local communities.
ON BEHALF OF THE BOARD,
Rana Vig | President and Director
Telephone: 604-218-4766
Email: rana@ranavig.com
Forward-Looking Statements
Statement Regarding Forward-Looking Information: This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Troy Resources Inc. (the "Company") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include results of exploration activities may not show quality and quantity necessary for further exploration or future exploitation of minerals deposits, volatility of commodity prices, and continued availability of capital and financing, permitting and other approvals, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.
CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) ("CoTec" or the "Company") is pleased to announce that it has filed its unaudited interim condensed consolidated financial statements and the accompanying management discussion and analysis ("MD&A") for the three and six months ended June 30, 2025. The financial statements and MD&A can be accessed under the Company's SEDAR+ profile at www.sedarplus.ca.
Julian Treger, CoTec CEO commented: "CoTec delivered another quarter of strong operational and financing progress across our portfolio. At HyProMag USA LLC ("HyProMag USA"), CoTec's U.S.-based rare earth permanent magnet recycling and manufacturing joint venture, the detailed design and engineering ("DDE") phase remains on schedule and within budget, following the engagement of PegasusTSI Inc. and BBA USA Inc. as our EPCM partners in April. We also received a letter of interest from the U.S. Export-Import Bank for potential financing of up to US$92 million - a significant milestone as we advance towards final site selection.
Our Quebec based Lac Jeannine iron ore tailings and reclamation project continues to progress, permitting for the 2025 drilling program was secured and drilling commenced at the Lac Jeannine Project site on August 4, 2025. This drilling campaign aims to increase the size of the mineral resource and potentially double the life-of-mine without additional capex, unlocking substantial upside potential. In advance of the upcoming feasibility study, we are studying the application of the Salter Cyclone Multi-Gravity Separators ("MGS") technology for the recovery of additional iron ore from the project.
Our other portfolio companies also achieved important milestones - Ceibo Inc. ("Ceibo"), CoTec's investment in low-carbon copper heap leaching technology, continues to progress scaled up testing at Glencore's Lomas Bayas mine and produced its first copper cathode at a demonstration plant at Compañía Minera San Gerónimo, and MagIron LLC ("MagIron"), CoTec's 16.6% stake in a U.S. based iron ore concentrator with more than 20 years of feedstock, made steady progress toward completion of its NI 43-101 feasibility study.
The second quarter also saw notable financing activity, with the launch of our Listed Issuer Financing Exemption offering and concurrent private placement. Subsequent to quarter-end the financing closed and was 35% oversubscribed, raising total gross proceeds of $13.5 million. Additionally, during August we secured a further $6.6 million in convertible loan facilities to support future growth, and further strengthened our balance sheet by converting $6.85 million of existing convertible debt into equity and repaying $0.5 million of accrued interest."
The Company reported a net loss of $4.0 million for the quarter, driven mainly by non-cash foreign exchange and accounting adjustments to equity investments and embedded derivatives ($2.3 million), as well as share-based compensation ($0.4 million).
Highlights for the quarter include:
Operational
Corporate
About CoTec
CoTec is a publicly traded investment issuer listed on the TSX Venture Exchange ("TSX-V") and the OTCQB and trades under the symbols CTH and CTHCF respectively. CoTec Holdings Corp. is a forward-thinking resource extraction company committed to revolutionizing the global metals and minerals industry through innovative, environmentally sustainable technologies and strategic asset acquisitions. With a mission to drive the sector toward a low-carbon future, CoTec employs a dual approach: investing in disruptive mineral extraction technologies that enhance efficiency and sustainability while applying these technologies to undervalued mining assets to unlock their full potential. By focusing on recycling, waste mining, and scalable solutions, the Company accelerates the production of critical minerals, shortens development timelines, and reduces environmental impact. CoTec's strategic model delivers low capital requirements, rapid revenue generation, and high barriers to entry, positioning it as a leading mid-tier disruptor in the commodities sector.
Please visit www.cotec.ca.
For further information, please contact:
Braam Jonker - (604) 992-5600
Forward-Looking Information Cautionary Statement
Statements in this press release regarding the Company and its investments which are not historical facts are "forward-looking statements" which involve risks and uncertainties, including statements relating to the roll out of its HyProMag USA and Lac Jeannine projects and its investments in MagIron, Ceibo, BSL and Salter, as well as management's expectations with respect to other current and potential future investments and the benefits to the Company which may be implied from such statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements, due to known and unknown risks and uncertainties affecting the Company, including but not limited to resource and reserve risks; environmental risks and costs; labor costs and shortages; uncertain supply and price fluctuations in materials; increases in energy costs; labor disputes and work stoppages; leasing costs and the availability of equipment; heavy equipment demand and availability; contractor and subcontractor performance issues; worksite safety issues; project delays and cost overruns; extreme weather conditions; and social disruptions. For further details regarding risks and uncertainties facing the Company please refer to "Risk Factors" in the Company's filing statement dated April 6, 2022, a copy of which may be found under the Company's SEDAR+ profile at www.sedarplus.ca" target="_blank" rel="noopener noreferrer">www.sedarplus.ca" target="_blank" rel="noopener noreferrer">www.sedarplus.ca. The Company assumes no responsibility to update forward-looking statements in this press release except as required by law. Readers should not place undue reliance on the forward-looking statements and information contained in this news release and are encouraged to read the Company's continuous disclosure documents which are available on SEDAR+ at www.sedarplus.ca.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Westport Fuel Systems Inc. (" Westport ") (TSX:WPRT Nasdaq:WPRT), a supplier of alternative fuel systems and components for the global transportation industry, reported financial results for the second quarter ended June 30, 2025, and provided an update on operations. All figures are in U.S. dollars unless otherwise stated.
"We made significant progress in advancing our strategic transformation this quarter, culminating in the recent successful divestiture of our Light-Duty Segment on July 29, 2025. This transaction strengthens our balance sheet and sharpens our strategic focus on high-impact opportunities in commercial transportation and industrial applications — sectors with few alternatives to affordably decarbonize and where Westport is uniquely positioned to provide affordable solutions that create the greatest potential for long-term growth. Beyond reinforcing our financial position, the divestiture provides us with greater flexibility to invest in innovation and evaluate select strategic acquisitions that can enhance our capabilities or expand our presence in prioritized markets.
Moving forward, our attention is centered on two core pillars of growth: Cespira and our High-Pressure Controls & Systems business. Cespira continues to build momentum, supported by increased demand in Europe for trucks equipped with the Cespira fuel system — where Volvo has publicly noted rising adoption. Our High-Pressure Controls & Systems segment is delivering OEMs with critical components for fuel-agnostic platforms. Together, these businesses position Westport as a significant driver of the shift to affordable clean commercial transport and industrial power solutions.
We remain firm in our belief that the path to decarbonizing commercial transport will involve multiple fuels and multiple technologies. Westport is uniquely positioned to lead in this space through our differentiated capabilities, global partnerships, and now, a more streamlined and focused organization. With a reinforced foundation, we are confident in our ability to deliver innovation, performance, and value — for our customers, our partners, and our shareholders."
Dan Sceli, Chief Executive Officer
Q2 2025 Highlights
In the second quarter of 2025, year-to-date results from the Light-Duty segment have been presented in discontinued operations and all related assets and liabilities have been presented as held-for-sale in the balance sheet.
__________________
1 Adjusted earnings before interest, taxes and depreciation is a non-GAAP measure. Please refer to NON-GAAP FINANCIAL MEASURES in Westport's Management Discussion and Analysis for the reconciliation.
Subsequent to Quarter-End
The New Westport
As noted in Westport's recent news release, the Company will leverage its core competencies in heavy-duty transportation for CNG and LNG platforms and fuel-agnostic, high-pressure control systems that each offer compelling reductions in total cost of ownership for customers and end users as compared to incumbent technologies and reduce or even eliminate GHG emissions. Westport has recognized and prioritized key initiatives along this path including: Cespira featuring industry-leading HPDI TM fuel system technology, the Company's High Pressure Controls & Systems, and the Company's Financial Initiatives.
Cespira: Strategic Market Expansion and Technology Leadership in Heavy-Duty Transportation Through HPDI
Westport's joint venture with the Volvo Group, Cespira, continues to advance its position as a leader in low-carbon and net-zero carbon transportation solutions, with a strong focus on markets where HPDI-based systems deliver immediate economic value over the incumbent products. Currently, HPDI fuel systems are commercially viable and on the road in Europe and more recently in India, South America, Africa and East Asia, generating interest in markets that favor LNG and permit the use of the Euro certified engines with volumes that grew by 25% in 2024.
In North America, CNG remains a dominant choice for fleets seeking lower operating costs and reduced emissions. Actively looking to expand Cespira's presence in these regions, Westport continues to drive innovation through the testing of a CNG storage and fuel supply solution, which would enable CNG HPDI trucks.
The Company's goal for Cespira over the coming 12 months is to deliver demonstrated volume growth. With a backdrop of renewed industry focus on CNG, LNG and RNG for heavy duty transportation and favorable and more stable CNG, LNG and RNG fuel pricing economics, Westport is also aiming to increase the OEM presence and related new market activity for Cespira. The opportunity for Cespira increases significantly through geographic expansion.
High Pressure Controls & Systems: Complementing the Energy Transition Regardless of the Powertrain
With our High-Pressure Controls & Systems business, we are developing high-pressure components that are critical to performance and reliability. The High-Pressure Controls & Systems business is currently selling into three primary markets, China, Europe and North America. Historically, the market in China accounts for approximately 50% of this segment's revenue, almost exclusively focused on hydrogen component sales. Backed by multi-layered government support, spanning from comprehensive national strategies to targeted regional incentives, funding mechanisms, infrastructure mandates, and industry collaboration, the Chinese market is the fastest growing hydrogen market globally and is anticipated to continue to drive growth for Westport.
To position Westport at the forefront of this hydrogen revolution in China, the Company plans to open its state-of-the-art Hydrogen Innovation Center and manufacturing facility in late 2025. This pioneering facility will serve as a hub for research, development, and collaboration to meet the increasing demand for hydrogen transportation solutions in the region. The dedicated manufacturing facility in China will cater to the growing markets for hydrogen technologies. With China emerging as a global leader in hydrogen adoption, the new facility will enable Westport to better serve local customers and partners, driving clean energy advancements in one of the world's largest economies.
As part of Westport's global restructuring, the Company is relocating its European manufacturing operations to our existing technology center in Canada, aligning the manufacturing facility with our innovation hub in North America. This move enables flexibility in product design, increased speed to market and a bolstered commitment to delivering top-tier clean transportation solutions to global markets while also reinvigorating our expansion of CNG/RNG products and leadership in a market that is clearly becoming the focus of the energy shift in heavier duty commercial transportation, creating incremental growth avenues that allow the Company to strategically refocus on the North American transportation market, where the near-term focus has shifted away from hydrogen.
Financial Initiatives
Westport's key focus going forward recognizes both the opportunities and challenges in overall market conditions. As noted in the Company's previous news release, we have initiated a comprehensive internal process to review additional ways to maximize our economic benefit from this recent transaction and make some critical decisions to extend our ability to establish new OEM partnerships and drive underlying business results.
As part of this process, Westport's mission will be to help Cespira and our High-Pressure Controls & Systems business focus on growth and improving financial results and capturing market share. Westport's overall drive for market expansion and move towards generating positive cash flow will have its challenges and may not be a smooth path, but we believe we are uniquely positioned to take advantage of a more pragmatic moment globally where governments, commercial transport companies and industrial power providers require more affordable solution than those that exist today and ideally, solutions that can decarbonize at that same time. We believe we have those solutions. In the near term, Cespira will continue to require cash contributions from its owners.
Market Overview
Cespira's flagship LNG HPDI fuel system technology continues to gain traction in Europe, now entering its second generation. With approximately 9,000 trucks currently on the road, the platform delivered an impressive 25% year-over-year growth in 2024. The latest 500 hp iteration, featured in the new Volvo FH Aero cab, achieves fuel economy of 10 mpg —far surpassing traditional spark-ignited competitors that typically operate in the mid-6 mpg range. This performance gap has cemented HPDI's reputation as the high-efficiency choice for long-haul transport applications.
The momentum behind LNG HPDI adoption is accelerating, fueled by stringent EU decarbonization mandates and original equipment manufacturer (OEM) commitments to reducing carbon emissions. OEMs remain focused on preparing for Euro VII regulations. Meanwhile, Cespira's hydrogen HPDI platform is advancing in parallel. Classified as a Zero Emissions Vehicle (ZEV) under European Union guidelines, hydrogen HPDI positions the company for long-term relevance as global hydrogen infrastructure develops. Active discussions with additional global OEMs signal a broader opportunity to extend HPDI's value across geographies, markets and fuel platforms over the long-term.
Globally, natural gas is experiencing a resurgence in transportation markets. In Europe, LNG and RNG adoption for trucking is rebounding sharply, with LNG emerging as the preferred fuel due to its decarbonization potential and superior fuel economy and, in recent years, stable and competitive price. In North America, CNG and RNG are gaining momentum as fleet operators encounter rising skepticism around electrification in heavier duty commercial applications—citing much higher-than-expected energy costs (in excess of $0.50 - $0.60/kWh vs. projected $0.15/kWh) and persistent distribution challenges. At the same time, key regulations are shifting; for example, California has paused or rolled back mandates like Advanced Clean Fleets, signaling greater flexibility for alternative fuels. CNG, in particular, is emerging as a reliable and cost-effective solution, offering fleets a stable and scalable pathway forward. In China—the world's largest LNG truck market—adoption remains robust, underscoring the global relevance of HPDI and natural gas–powered transport solutions.
Q2 2025 Results
CONSOLIDATED RESULTS | ||||||||||||||||
($ in millions, except per share amounts) | Over / (Under) % | Over / (Under) % | ||||||||||||||
2Q25 | 2Q24 | 1H25 | 1H24 | |||||||||||||
Revenues | $ | 12.5 | $ | 14.1 | (11)% | $ | 19.8 | $ | 28.5 | (31)% | ||||||
Gross Margin (2) | 0.8 | 2.4 | (66)% | 2.3 | 1.8 | 29 | % | |||||||||
Gross Margin % | 6 | % | 17 | % | 12 | % | 6 | % | ||||||||
Loss from Investments Accounted for by the Equity Method (1) | (3.7 | ) | (1.1 | ) | 230 | % | (7.6 | ) | (1.1 | ) | 590 | % | ||||
Net Income (Loss) from continuing operations | (5.1 | ) | 4.1 | 222 | % | (10.3 | ) | (11.9 | ) | 13 | % | |||||
Net Income (Loss) from discontinued operations | (29.3 | ) | 1.7 | 1,853 | % | (26.4 | ) | 4.0 | 754 | % | ||||||
Net Income (Loss) for the period | (34.3 | ) | 5.8 | 690 | % | (36.8 | ) | (7.8 | ) | (370)% | ||||||
Net Income (Loss) per Share - Basic | $ | (1.98 | ) | $ | 0.34 | 682 | % | $ | (2.12 | ) | $ | (0.69 | ) | (207)% | ||
Net Income (Loss) per Share - Diluted | $ | (1.98 | ) | $ | 0.33 | 700 | % | $ | (2.13 | ) | $ | (0.45 | ) | (373)% | ||
EBITDA (2) | $ | (30.0 | ) | $ | 9.0 | 433 | % | $ | (30.1 | ) | $ | (0.2 | ) | (14,950)% | ||
Adjusted EBITDA (2) | $ | (1.0 | ) | $ | (2.0 | ) | 50 | % | $ | (1.0 | ) | $ | (8.6 | ) | 88 | % |
(1) This includes income or loss from our investments in Cespira joint ventures.
(2) Gross margin, EBITDA and Adjusted EBITDA are non-GAAP measures. Please refer to GAAP and NON-GAAP FINANCIAL MEASURES for the reconciliation to equivalent GAAP measures and limitations on the use of such measures.
Segment Information
High-Pressure Controls & Systems Segment
Revenue for the three and six months ended June 30, 2025 was $2.9 million and $4.8 million, respectively, compared with $3.6 million and $6.0 million for the three and six months ended June 30, 2024. The decrease in revenue for the three months ended June 30, 2025 compared to the prior year quarter was primarily driven by the hydrogen industry slowdown impacting demand for hydrogen components.
Gross profit decreased by $1.0 million to $0.1 million, or 3% of revenue, for the three months ended June 30, 2025 compared to $1.1 million or 31% of revenue, for the three months ended June 30, 2024. The decrease in gross profit was primarily driven by lower revenue and an increase in material costs in the quarter. We are moving our manufacturing operations from Italy to Canada and China in Q3 2025 to be closer to our customers and to simplify our supply chain operations.
Gross margin decreased by $1.0 million to $0.6 million, or 13% of revenue, for the six months ended June 30, 2025 compared to $1.6 million, or 27% of revenue, for the six months ended June 30, 2024. The decrease in gross margin was primarily related to lower revenue and an increase in material costs.
Heavy-Duty OEM Segment
Revenues for the three and six months ended June 30, 2024 includes revenue until the closing of the transaction to form Cespira, which occurred June 3, 2024. Revenue for the three and six months ended June 30, 2025 was $9.6 million and $15.0 million, respectively, compared with $10.5 million and $22.5 million for the three and six months ended June 30, 2024. The decrease in revenue for the three months ended June 30, 2025 primarily relates to the slowdown of our manufacturing support to Cespira. The JV will operate without manufacturing support from Westport under the transitional service agreement starting in Q3 2025.
Gross margin decreased by $0.6 million to $0.7 million, or 7% of revenue, for the three months ended June 30, 2025 compared to $1.3 million or 12% of revenue, for the three months ended June 30, 2024. Included in the prior year three months ended June 30, 2024 were two months of HPDI business activity in our results.
Gross margin increased by $1.6 million to $1.8 million, or 12% of revenue, for the six months ended June 30, 2025 compared to $0.2 million, or 1% of revenue, for the six months ended June 30, 2024. The Heavy-Duty OEM segment received $1.5 million in credits from component suppliers for inventory sold in the period.
Light-Duty Segment (Discontinued Operations)
Three months ended June 30, | Change | Six months ended June 30, | Change | |||||||||||||||||||||||||||
(in millions of U.S. dollars) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||
Total revenue | $ | 76.4 | $ | 69.3 | $ | 7.1 | 10 | % | $ | 140.0 | $ | 132.4 | $ | 7.6 | 6 | % | ||||||||||||||
Gross profit 1 | $ | 15.1 | $ | 14.7 | $ | 0.4 | 3 | % | $ | 28.8 | $ | 27.0 | $ | 1.8 | 7 | % | ||||||||||||||
Gross margin % | 20 | % | 21 | % | 21 | % | 20 | % | ||||||||||||||||||||||
Income (loss) before income taxes 2 | $ | (27.7 | ) | $ | 2.5 | $ | (30.2 | ) | (1208)% | $ | (24.3 | ) | $ | 5.5 | $ | (29.8 | ) | (542)% |
(1) Gross profit and gross margin are non-GAAP measures. Please refer to GAAP and NON-GAAP FINANCIAL MEASURES for the reconciliation to equivalent GAAP measures and limitations on the use of such measures.
(2) Income (loss) before income taxes for the three and six months ended June 30, 2025 includes a write-down loss of $30.2 million for the classification of the Light-Duty segment as discontinued operations and held-for-sale (refer to Note 5 in our interim financial statements for details).
Revenue for the three and six months ended June 30, 2025 was $76.4 million and $140.0 million, respectively, compared with $69.3 million and $132.4 million for the three and six months ended June 30, 2024.
Light-Duty revenue increased by $7.1 million for the three months ended June 30, 2025 compared to the prior year quarter and increased by $7.6 million for the six months ended June 30, 2025 compared to the prior year period. The increases were primarily driven by our delayed OEM and OEM businesses, partially offset by a decrease in sales in our independent aftermarket business.
Gross profit increased by $0.4 million to $15.1 million, or 20% of revenue, for the three months ended June 30, 2025 compared to $14.7 million, or 21% of revenue, for the three months ended June 30, 2024. This was primarily driven by a change in sales mix, with increases in sales to European customers and a reduction in sales to developing regions.
Gross profit increased by $1.8 million to $28.8 million, or 21% of revenue, for the six months ended June 30, 2025 compared to $27.0 million, or 20% of revenue, for the six months ended June 30, 2024.
Selected Cespira Statements of Operations Data
We account for Cespira using the equity method of accounting for investments. The following table sets forth a summary of the financial results of Cespira for the three and six months ended June 30, 2025:
Three months ended June 30, | Change | Six months ended June 30, | Change | |||||||||||||||||||||||||||
(in millions of U.S. dollars) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||
Total revenue | $ | 12.0 | $ | 4.1 | $ | 7.9 | 193 | % | $ | 28.8 | $ | 4.1 | $ | 24.7 | 602 | % | ||||||||||||||
Gross profit 1 | $ | (1.9 | ) | $ | 0.2 | $ | (2.1 | ) | (1050)% | $ | (1.4 | ) | $ | 0.2 | $ | (1.6 | ) | (800)% | ||||||||||||
Gross margin % | (16)% | 5 | % | (5)% | 5 | % | ||||||||||||||||||||||||
Loss before income taxes | $ | (6.7 | ) | $ | (2.0 | ) | $ | (4.7 | ) | 235 | % | $ | (13.7 | ) | $ | (2.0 | ) | $ | (11.7 | ) | 585 | % | ||||||||
Net loss attributable to the Company | $ | (3.7 | ) | $ | (1.1 | ) | $ | (2.6 | ) | 236 | % | $ | (7.6 | ) | $ | (1.1 | ) | $ | (6.5 | ) | 591 | % |
(1) Gross profit and gross margin are non-GAAP measures. Please refer to GAAP and NON-GAAP FINANCIAL MEASURES for the reconciliation to equivalent GAAP measures and limitations on the use of such measures.
GAAP and NON-GAAP FINANCIAL MEASURES
Our financial statements are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). These U.S. GAAP financial statements include non-cash charges and other charges and benefits that may be unusual or infrequent in nature or that we believe may make comparisons to our prior or future performance difficult. In addition to conventional measures prepared in accordance with U.S. GAAP, Westport and certain investors use EBITDA and Adjusted EBITDA as an indicator of our ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures. Management also uses these non-GAAP measures in its review and evaluation of the financial performance of Westport. EBITDA is also frequently used by investors and analysts for valuation purposes whereby EBITDA is multiplied by a factor or "EBITDA multiple" that is based on an observed or inferred relationship between EBITDA and market values to determine the approximate total enterprise value of a company. We believe that these non-GAAP financial measures also provide additional insight to investors and securities analysts as supplemental information to our U.S. GAAP results and as a basis to compare our financial performance period-over-period and to compare our financial performance with that of other companies. We believe that these non-GAAP financial measures facilitate comparisons of our core operating results from period to period and to other companies by, in the case of EBITDA, removing the effects of our capital structure (net interest income on cash deposits, interest expense on outstanding debt and debt facilities), asset base (depreciation and amortization) and tax consequences. Adjusted EBITDA provides this same indicator of Westport's EBITDA from continuing operations and removing such effects of our capital structure, asset base and tax consequences, but additionally excludes any unrealized foreign exchange gains or losses, stock-based compensation charges and other one-time impairments and costs which are not expected to be repeated in order to provide greater insight into the cash flow being produced from our operating business, without the influence of extraneous events.
Gross Profit and Gross Margin | ||||||||||||||||
(expressed in millions of U.S. dollars) | 2Q25 | 2Q24 | 1Q25 | 1Q24 | ||||||||||||
Three months ended | ||||||||||||||||
Revenue | $ | 88.8 | $ | 83.4 | $ | 71.0 | $ | 77.6 | ||||||||
Less: Cost of revenue | 72.8 | 66.3 | 55.8 | 65.9 | ||||||||||||
Gross profit | 16.0 | 17.1 | 15.2 | 11.7 | ||||||||||||
Gross margin % | 18.0 | % | 20.5 | % | 21.4 | % | 15.1 | % |
EBITDA and Adjusted EBITDA | |||||||||||||||
(expressed in millions of U.S. dollars) | |||||||||||||||
Three months ended | 2Q25 | 2Q24 | 1Q25 | 1Q24 | |||||||||||
Income (Loss) before income taxes | $ | (32.6 | ) | $ | 6.8 | $ | (1.9 | ) | $ | (12.9 | ) | ||||
Interest expense (income), net | 0.6 | 0.5 | (0.2 | ) | 0.5 | ||||||||||
Depreciation and amortization | 2.0 | 1.7 | 2.0 | 3.2 | |||||||||||
EBITDA | (30.0 | ) | 9.0 | (0.1 | ) | (9.2 | ) | ||||||||
Stock based compensation | 0.4 | 1.2 | 0.3 | 0.3 | |||||||||||
Unrealized foreign exchange (gain) loss | (2.4 | ) | 0.1 | (0.5 | ) | 1.8 | |||||||||
Severance costs | — | 0.2 | — | 0.5 | |||||||||||
Loss from classifying discontinued operations as held-for-sale | 30.2 | — | — | — | |||||||||||
Gain on deconsolidation | — | (13.3 | ) | — | — | ||||||||||
Restructuring costs | 0.1 | 0.8 | 0.3 | — | |||||||||||
Impairment of long-term investments and long-term assets | 0.7 | — | — | — | |||||||||||
Adjusted EBITDA | $ | (1.0 | ) | $ | (2.0 | ) | $ | — | $ | (6.6 | ) |
Q2 2025 Conference Call
Westport has scheduled a conference call on August 12, 2025, at 7:00 am Pacific Time (10:00 am Eastern Time) to discuss these results. To access the conference call please register at https://register-conf.media-server.com/register/BI842f3b76bd5b44c7aee3e609a6cc77b3 . The live webcast of the conference call can be accessed through the Westport website at https://investors.westport.com/ .
Participants may register up to 60 minutes before the event by clicking on the call link and completing the online registration form. Upon registration, the user will receive dial-in info and a unique PIN, along with an email confirming the details.
The webcast will be archived on Westport's website at https://investors.westport.com .
Financial Statements and Management's Discussion and Analysis
To view Westport financials for the second quarter ended June 30th, 2025, please visit https://investors.westport.com/financials/
About Westport Fuel Systems
Westport is a technology and innovation company connecting synergistic technologies to power a cleaner tomorrow. As a leading supplier of affordable, alternative fuel, low-emissions transportation technologies, we design, manufacture, and supply advanced components and systems that enable the transition from traditional fuels to cleaner energy solutions.
Our proven technologies support a wide range of clean fuels – including natural gas, renewable natural gas, and hydrogen – empowering OEMs and commercial transportation industries to meet performance demands, regulatory requirements, and climate targets in a cost-effective way. With decades of expertise and a commitment to engineering excellence, Westport is helping our partners achieve sustainability goals—without compromising performance or cost-efficiency – making clean, scalable transport solutions a reality.
Westport Fuel Systems is headquartered in Vancouver, Canada. For more information, visit www.westport.com .
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements, including statements regarding revenue and cash usage expectations; Westport's strategic transformation and its expected outcomes; the anticipated benefits of the divestiture of our Light-Duty Segment, including balance sheet strength, strategic focus, and investment flexibility; future investments in innovation and strategic acquisitions; future strategic initiatives and future growth; future of our development programs; the demand for our products; the future success of our business and technology strategies, including the future performance and market momentum of Cespira; the intentions of partners and potential customers; the performance and competitiveness of Westport's products and expansion of product coverage; future market opportunities; the speed of adoption of natural gas and hydrogen for transportation; the Company's plans to relocate its European manufacturing operations to its Canadian technology center and the benefits resulting therefrom; future development and opening of the Hydrogen Innovation Center and manufacturing facility in China; and Westport's ability to generate innovation, performance and value for its customers, partners and shareholders. These statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties and are based on both the views of management and assumptions that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed in or implied by these forward looking statements. These risks, uncertainties and assumptions include those related to our revenue growth, operating results, industry and products, the general economy, conditions of and access to the capital and debt markets, solvency, governmental policies and regulation, technology innovations, fluctuations in foreign exchange rates, operating expenses, continued reduction in expenses, ability to successfully commercialize new products, the performance of our joint venture, the availability and price of natural gas and hydrogen, global government stimulus packages and new environmental regulations, the acceptance of and shift to natural gas and/or hydrogen fueled vehicles, the relaxation or waiver of fuel emission standards, the ability of fleets to access capital or government funding to purchase natural gas or hydrogen vehicles, the development of competing technologies, our ability to adequately develop and deploy our technology, our ability to execute on manufacturing consolidation in Canada without material disruption, the successful completion and opening of our Hydrogen Innovation Center in China, the actions and determinations of our joint venture and development partners, ongoing supply chain challenges as well as other risk factors and assumptions that may affect our actual results, performance or achievements or financial position discussed in our most recent Annual Information Form and other filings with securities regulators. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they were made. We disclaim any obligation to publicly update or revise such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in these forward looking statements except as required by National Instrument 51-102. The contents of any website, RSS feed or twitter account referenced in this press release are not incorporated by reference herein.
Contact Information
Investor Relations
Westport Fuel Systems
T: +1 604-718-2046
Westport Fuel Systems Inc. Condensed Consolidated Interim Balance Sheets (unaudited) (Expressed in thousands of United States dollars, except share amounts) June 30, 2025 and December 31, 2024 | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents (including restricted cash) | $ | 6,064 | $ | 14,754 | ||||
Accounts receivable | 16,580 | 18,738 | ||||||
Inventories | 2,856 | 6,668 | ||||||
Prepaid expenses | 800 | 1,328 | ||||||
Current assets held for sale | 201,719 | 128,398 | ||||||
Total current assets | 228,019 | 169,886 | ||||||
Long-term investments | 37,122 | 36,866 | ||||||
Property, plant and equipment | 4,444 | 3,120 | ||||||
Operating lease right-of-use assets | 1,942 | 823 | ||||||
Other long-term assets | 527 | 1,431 | ||||||
Non-current assets held for sale | — | 79,495 | ||||||
Total assets | $ | 272,054 | $ | 291,621 | ||||
Liabilities and shareholders' equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 17,594 | $ | 19,435 | ||||
Current portion of operating lease liabilities | 633 | 288 | ||||||
Current portion of long-term debt | 3,905 | 3,905 | ||||||
Current portion of warranty liability | 1,155 | 1,152 | ||||||
Current liabilities held for sale | 136,177 | 84,488 | ||||||
Total current liabilities | 159,464 | 109,268 | ||||||
Long-term operating lease liabilities | 1,332 | 548 | ||||||
Long-term debt | 977 | 2,932 | ||||||
Other long-term liabilities | 1,389 | 1,388 | ||||||
Long-term liabilities held for sale | — | 40,460 | ||||||
Total liabilities | 163,162 | 154,596 | ||||||
Shareholders' equity: | ||||||||
Share capital: | ||||||||
Unlimited common and preferred shares, no par value | ||||||||
17,351,005 (2024 - 17,282,934) common shares issued and outstanding | 1,246,643 | 1,245,805 | ||||||
Other equity instruments | 9,027 | 9,472 | ||||||
Additional paid in capital | 11,516 | 11,516 | ||||||
Accumulated deficit | (1,133,070 | ) | (1,096,275 | ) | ||||
Accumulated other comprehensive loss | (25,224 | ) | (33,493 | ) | ||||
Total shareholders' equity | 108,892 | 137,025 | ||||||
Total liabilities and shareholders' equity | $ | 272,054 | $ | 291,621 |
Westport Fuel Systems Inc. Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss) (unaudited) (Expressed in thousands of United States dollars, except share and per share amounts) Three and six months ended June 30, 2025 and 2024 | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||
Revenue | $ | 12,498 | $ | 14,109 | $ | 19,821 | $ | 28,537 | ||||||||
Cost of revenue | 11,656 | 11,750 | 17,444 | 26,720 | ||||||||||||
Gross profit | 842 | 2,359 | 2,377 | 1,817 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development | 1,574 | 3,460 | 2,867 | 7,809 | ||||||||||||
General and administrative | 4,106 | 5,720 | 6,778 | 12,915 | ||||||||||||
Sales and marketing | 290 | 962 | 733 | 2,083 | ||||||||||||
Foreign exchange (gain) loss | (4,224 | ) | (141 | ) | (5,427 | ) | 1,795 | |||||||||
Depreciation and amortization | 106 | 98 | 214 | 456 | ||||||||||||
1,852 | 10,099 | 5,165 | 25,058 | |||||||||||||
Loss from continuing operations | (1,010 | ) | (7,740 | ) | (2,788 | ) | (23,241 | ) | ||||||||
Loss from investments accounted for by the equity method | (3,686 | ) | (1,102 | ) | (7,570 | ) | (1,102 | ) | ||||||||
Gain on deconsolidation | — | 13,266 | — | 13,266 | ||||||||||||
Interest on long-term debt | (166 | ) | (288 | ) | (358 | ) | (603 | ) | ||||||||
Interest and other income (loss), net of bank charges | (147 | ) | 95 | 502 | 21 | |||||||||||
Income (loss) before income taxes | (5,009 | ) | 4,231 | (10,214 | ) | (11,659 | ) | |||||||||
Income tax expense | 44 | 85 | 134 | 216 | ||||||||||||
Net income (loss) from continuing operations | (5,053 | ) | 4,146 | (10,348 | ) | (11,875 | ) | |||||||||
Net income (loss) from discontinued operations | (29,291 | ) | 1,671 | (26,447 | ) | 4,044 | ||||||||||
Net income (loss) for the period | (34,344 | ) | 5,817 | (36,795 | ) | (7,831 | ) | |||||||||
Other comprehensive income (loss): | ||||||||||||||||
Cumulative translation adjustment | 6,921 | (1,212 | ) | 10,562 | (1,642 | ) | ||||||||||
Ownership share of equity method investments' other comprehensive loss | (1,464 | ) | (83 | ) | (2,293 | ) | $ | (83 | ) | |||||||
5,457 | (1,295 | ) | 8,269 | (1,725 | ) | |||||||||||
Comprehensive income (loss) | $ | (28,887 | ) | $ | 4,522 | $ | (28,526 | ) | $ | (9,556 | ) | |||||
Net income (loss) per share: | ||||||||||||||||
From continuing operations - basic | $ | (0.29 | ) | $ | 0.24 | $ | (0.60 | ) | $ | (0.69 | ) | |||||
From discontinued operations - basic | (1.69 | ) | 0.10 | (1.53 | ) | 0.23 | ||||||||||
From continuing operations - diluted | $ | (0.29 | ) | $ | 0.24 | $ | (0.60 | ) | $ | (0.69 | ) | |||||
From discontinued operations - diluted | $ | (1.69 | ) | $ | 0.10 | $ | (1.53 | ) | $ | 0.23 | ||||||
Net income (loss) per share | $ | (1.98 | ) | $ | 0.34 | $ | (2.12 | ) | $ | (0.45 | ) | |||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 17,338,288 | 17,239,460 | 17,330,527 | 17,230,000 | ||||||||||||
Diluted | 17,338,288 | 17,488,070 | 17,330,527 | 17,230,000 |
Westport Fuel Systems Inc. Condensed Consolidated Interim Statements of Cash Flows (unaudited) (Expressed in thousands of United States dollars) Three and six months ended June 30, 2025 and 2024 | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||
Operating activities: | ||||||||||||||||
Net income (loss) for the period from continuing operations | $ | (5,053 | ) | $ | 4,146 | $ | (10,348 | ) | $ | (11,875 | ) | |||||
Adjustments to reconcile net income (loss) to net cash used in continuing operating activities: | ||||||||||||||||
Depreciation and amortization | 219 | 169 | 397 | 1,867 | ||||||||||||
Stock-based compensation expense | 126 | 222 | 304 | 471 | ||||||||||||
Unrealized foreign exchange loss | (4,224 | ) | (141 | ) | (5,427 | ) | 1,795 | |||||||||
Deferred income tax (recovery) | (6 | ) | 9 | (9 | ) | 20 | ||||||||||
Loss from investments accounted for by the equity method | 3,686 | 1,102 | 7,570 | 1,102 | ||||||||||||
Interest on long-term debt | 23 | 12 | 45 | 34 | ||||||||||||
Change in inventory write-downs | 140 | 307 | 110 | 503 | ||||||||||||
Gain on deconsolidation | — | (13,266 | ) | — | (13,266 | ) | ||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Accounts receivable | (8,160 | ) | (605 | ) | (8,324 | ) | 16,663 | |||||||||
Inventories | 5,879 | 5,679 | 3,770 | 5,951 | ||||||||||||
Prepaid expenses | 600 | 177 | 920 | 157 | ||||||||||||
Accounts payable and accrued liabilities | 1,056 | 4,250 | (3,240 | ) | (4,532 | ) | ||||||||||
Warranty liability | 92 | (537 | ) | 5 | (1,098 | ) | ||||||||||
Net cash provided by (used in) operating activities of continuing operations | (5,622 | ) | 1,524 | (14,227 | ) | (2,208 | ) | |||||||||
Net cash provided by (used in) operating activities of discontinued operations | (582 | ) | (25 | ) | 3,125 | 3,849 | ||||||||||
Investing activities: | ||||||||||||||||
Purchase of property, plant and equipment | (822 | ) | (1,262 | ) | (1,395 | ) | (2,006 | ) | ||||||||
Proceeds from sale of investments | — | 18,888 | — | 18,888 | ||||||||||||
Proceeds from holdback receivable | — | — | 10,450 | — | ||||||||||||
Capital contributions to investments accounted for by the equity method | (4,185 | ) | (9,900 | ) | (8,871 | ) | (9,900 | ) | ||||||||
Net cash provided by (used in) investing activities of continuing operations | (5,007 | ) | 7,726 | 184 | 6,982 | |||||||||||
Net cash used in investing activities of discontinued operations | (460 | ) | (1,902 | ) | (2,947 | ) | (5,916 | ) | ||||||||
Financing activities: | ||||||||||||||||
Repayments of operating lines of credit and long-term facilities | (1,000 | ) | (13,700 | ) | (2,000 | ) | (29,043 | ) | ||||||||
Drawings on operating lines of credit and long-term facilities | — | 7,504 | — | 15,550 | ||||||||||||
Net cash used in financing activities of continuing operations | (1,000 | ) | (6,196 | ) | (2,000 | ) | (13,493 | ) | ||||||||
Net cash used in financing activities of discontinued operations | (3,176 | ) | (2,704 | ) | (6,094 | ) | (1,248 | ) | ||||||||
Effect of foreign exchange on cash and cash equivalents | 4,593 | (803 | ) | 5,696 | (1,297 | ) | ||||||||||
Net decrease in cash and cash equivalents | (11,254 | ) | (2,380 | ) | (16,263 | ) | (13,331 | ) | ||||||||
Cash and cash equivalents, beginning of period (including restricted cash) | 32,637 | 43,902 | 37,646 | 54,853 | ||||||||||||
Cash and cash equivalents, end of period (including restricted cash) | $ | 21,383 | $ | 41,522 | $ | 21,383 | $ | 41,522 | ||||||||
Less: cash and cash equivalents from discontinued operations, end of period (including restricted cash) | $ | 15,319 | $ | 28,048 | $ | 15,319 | $ | 28,048 | ||||||||
Cash and cash equivalents from continuing operations, end of period (including restricted cash) | $ | 6,064 | $ | 13,474 | $ | 6,064 | $ | 13,474 |
S egment Information
EBITDA and Adjusted EBITDA are intended to provide additional information to investors and analysts and do not have any standardized definition under U.S. GAAP, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA exclude the impact of cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore are not necessarily indicative of operating profit or cash flow from operations as determined under U.S. GAAP. Other companies may calculate EBITDA and Adjusted EBITDA differently.
Segment earnings or losses before income taxes, interest, depreciation, and amortization ("Segment EBITDA") is the measure of segment profitability used by the Company. The accounting policies of our reportable segments are the same as those applied in our consolidated financial statements. Management prepared the financial results of the Company's reportable segments on basis that is consistent with the manner in which Management internally disaggregates financial information to assist in making internal operating decisions. Certain common costs and expenses, primarily corporate functions, among segments differently than we would for stand-alone financial information prepared in accordance with GAAP. These include certain costs and expenses of shared services, such as IT, human resources, legal, finance and supply chain management. Segment EBITDA is not defined under US GAAP and may not be comparable to similarly titled measures used by other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP. Reconciliations of reportable segment information to consolidated statement of operations can be found in section "Non-GAAP Measure & Reconciliations" within this press release.
Three months ended June 30, 2025 | ||||||||||||||
High-Pressure Controls & Systems | Heavy-Duty OEM | Cespira | Total Segment | |||||||||||
Revenue | $ | 2.9 | $ | 9.6 | $ | 12.0 | $ | 24.5 | ||||||
Cost of revenue | 2.8 | 8.9 | 13.9 | 25.6 | ||||||||||
Gross profit | 0.1 | 0.7 | (1.9 | ) | (1.1 | ) | ||||||||
Operating expenses: | ||||||||||||||
Research & development | 1.6 | — | 1.9 | 3.5 | ||||||||||
General & administrative | 0.4 | — | 2.7 | 3.1 | ||||||||||
Sales & marketing | — | — | 0.3 | 0.3 | ||||||||||
Depreciation & amortization | 0.1 | — | 0.9 | 1.0 | ||||||||||
2.1 | — | 5.8 | 7.9 | |||||||||||
Add back: Depreciation & amortization | 0.2 | — | 0.8 | 1.0 | ||||||||||
Segment EBITDA | $ | (1.8 | ) | $ | 0.7 | $ | (6.9 | ) | $ | (8.0 | ) |
Three months ended June 30, 2024 | |||||||||||||||
High-Pressure Controls & Systems | Heavy-Duty OEM | Cespira | Total Segment | ||||||||||||
Revenue | $ | 3.6 | $ | 10.5 | $ | 4.1 | $ | 18.2 | |||||||
Cost of revenue | 2.5 | 9.3 | 3.9 | 15.7 | |||||||||||
Gross profit | 1.1 | 1.3 | 0.2 | 2.6 | |||||||||||
Operating expenses: | |||||||||||||||
Research & development | 1.4 | 2.0 | 1.1 | 4.5 | |||||||||||
General & administrative | 0.3 | 1.2 | 0.7 | 2.2 | |||||||||||
Sales & marketing | 0.1 | 0.4 | 0.1 | 0.6 | |||||||||||
Depreciation & amortization | — | — | 0.3 | 0.3 | |||||||||||
1.8 | 3.6 | 2.2 | 7.6 | ||||||||||||
Add back: Depreciation & amortization | 0.1 | — | 0.5 | 0.6 | |||||||||||
Segment EBITDA | $ | (0.6 | ) | $ | (2.3 | ) | $ | (1.5 | ) | $ | (4.4 | ) |
Six months ended June 30, 2025 | ||||||||||||||
High-Pressure Controls & Systems | Heavy-Duty OEM | Cespira | Total Segment | |||||||||||
Revenue | $ | 4.8 | $ | 15.0 | $ | 28.8 | $ | 48.6 | ||||||
Cost of revenue | 4.2 | 13.3 | 30.2 | 47.7 | ||||||||||
Gross profit | 0.6 | 1.7 | (1.4 | ) | 0.9 | |||||||||
Operating expenses: | ||||||||||||||
Research & development | 2.7 | 0.1 | 4.9 | 7.7 | ||||||||||
General & administrative | 0.7 | 0.1 | 5.4 | 6.2 | ||||||||||
Sales & marketing | 0.2 | — | 0.6 | 0.8 | ||||||||||
Depreciation & amortization | 0.1 | — | 1.6 | 1.7 | ||||||||||
3.7 | 0.2 | 12.5 | 16.4 | |||||||||||
Add back: Depreciation & amortization | 0.3 | — | 2.4 | 2.7 | ||||||||||
Segment EBITDA | $ | (2.8 | ) | $ | 1.5 | $ | (11.5 | ) | $ | (12.8 | ) |
Six months ended June 30, 2024 | |||||||||||||||
High-Pressure Controls & Systems | Heavy-Duty OEM | Cespira | Total Segment | ||||||||||||
Revenue | $ | 6.0 | $ | 22.5 | $ | 4.1 | $ | 32.6 | |||||||
Cost of revenue | 4.4 | 22.3 | 3.9 | 30.6 | |||||||||||
Gross profit | 1.6 | 0.2 | 0.2 | 2.0 | |||||||||||
Operating expenses: | |||||||||||||||
Research & development | 3.0 | 4.9 | 1.1 | 9.0 | |||||||||||
General & administrative | 0.5 | 2.9 | 0.7 | 4.1 | |||||||||||
Sales & marketing | 0.3 | 0.8 | 0.1 | 1.2 | |||||||||||
Depreciation & amortization | 0.1 | 0.1 | 0.3 | 0.5 | |||||||||||
3.9 | 8.7 | 2.2 | 14.8 | ||||||||||||
Add back: Depreciation & amortization | 0.2 | 1.4 | 0.5 | 2.1 | |||||||||||
Segment EBITDA | $ | (2.1 | ) | $ | (7.1 | ) | $ | (1.5 | ) | $ | (10.7 | ) |
Three months ended June 30, 2025 | |||||||||||||||
Total Segment | Less: Cespira | Add: Corporate & unallocated | Total Consolidated | ||||||||||||
Revenue | $ | 24.5 | $ | 12.0 | $ | — | $ | 12.5 | |||||||
Cost of revenue | 25.6 | 13.9 | — | 11.7 | |||||||||||
Gross profit | (1.1 | ) | (1.9 | ) | — | 0.8 | |||||||||
Operating expenses: | |||||||||||||||
Research & development | 3.5 | 1.9 | — | 1.6 | |||||||||||
General & administrative | 3.1 | 2.7 | 3.7 | 4.1 | |||||||||||
Sales & marketing | 0.3 | 0.3 | 0.3 | 0.3 | |||||||||||
Depreciation & amortization | 1.0 | 0.9 | — | 0.1 | |||||||||||
7.9 | 5.8 | 4.0 | 6.1 | ||||||||||||
Equity loss | — | — | (3.7 | ) | (3.7 | ) |
Three months ended June 30, 2024 | |||||||||||||
Total Segment | Less: Cespira | Add: Corporate & unallocated | Total Consolidated | ||||||||||
Revenue | $ | 18.2 | $ | 4.1 | $ | — | $ | 14.1 | |||||
Cost of revenue | 15.7 | 3.9 | — | 11.8 | |||||||||
Gross profit | 2.6 | 0.2 | — | 2.4 | |||||||||
Operating expenses: | |||||||||||||
Research & development | 4.5 | 1.1 | — | 3.4 | |||||||||
General & administrative | 2.2 | 0.7 | 4.3 | 5.8 | |||||||||
Sales & marketing | 0.6 | 0.1 | 0.5 | 1.0 | |||||||||
Depreciation & amortization | 0.3 | 0.3 | — | — | |||||||||
7.6 | 2.2 | 4.8 | 10.2 | ||||||||||
Equity loss | — | — | (1.1 | ) | (1.1 | ) |
Six months ended June 30, 2025 | ||||||||||||||
Total Segment | Less: Cespira | Add: Corporate & unallocated | Total Consolidated | |||||||||||
Revenue | $ | 48.6 | $ | 28.8 | $ | — | $ | 19.8 | ||||||
Cost of revenue | 47.7 | 30.2 | — | 17.5 | ||||||||||
Gross profit | 0.9 | (1.4 | ) | — | 2.3 | |||||||||
Operating expenses: | ||||||||||||||
Research & development | 7.7 | 4.9 | — | 2.8 | ||||||||||
General & administrative | 6.2 | 5.4 | 6.0 | 6.8 | ||||||||||
Sales & marketing | 0.8 | 0.6 | 0.6 | 0.8 | ||||||||||
Depreciation & amortization | 1.7 | 1.6 | 0.1 | 0.2 | ||||||||||
16.4 | 12.5 | 6.7 | 10.6 | |||||||||||
Equity loss | — | — | (7.6 | ) | (7.6 | ) |
Six months ended June 30, 2024 | |||||||||||||
Total Segment | Less: Cespira | Add: Corporate & unallocated | Total Consolidated | ||||||||||
Revenue | $ | 32.6 | $ | 4.1 | $ | — | $ | 28.5 | |||||
Cost of revenue | 30.6 | 3.9 | — | 26.7 | |||||||||
Gross profit | 2.0 | 0.2 | — | 1.8 | |||||||||
Operating expenses: | |||||||||||||
Research & development | 9.0 | 1.1 | — | 7.9 | |||||||||
General & administrative | 4.1 | 0.7 | 9.5 | 12.9 | |||||||||
Sales & marketing | 1.2 | 0.1 | 0.9 | 2.0 | |||||||||
Depreciation & amortization | 0.5 | 0.3 | 0.3 | 0.5 | |||||||||
14.8 | 2.2 | 10.7 | 23.3 | ||||||||||
Equity loss | — | — | (1.1 | ) | (1.1 | ) |
Reconciliation of Segment EBITDA to Loss before income taxes | Three months ended March 31, | Six months ended March 31, | ||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||
Total Segment EBITDA | $ | (8.0 | ) | $ | (4.4 | ) | $ | (12.8 | ) | $ | (10.7 | ) | ||||
Adjustments: | ||||||||||||||||
Depreciation & amortization | 0.2 | 0.2 | 0.4 | 1.9 | ||||||||||||
Cespira's Segment EBITDA | (6.9 | ) | (1.5 | ) | (11.5 | ) | (1.5 | ) | ||||||||
Loss on investments accounted for under the equity method | 3.7 | 1.1 | 7.6 | 1.1 | ||||||||||||
Corporate and unallocated operating expenses | 4.0 | 4.8 | 6.5 | 10.4 | ||||||||||||
Foreign exchange (loss) gain | (4.2 | ) | (0.1 | ) | (5.4 | ) | 1.8 | |||||||||
Gain on deconsolidation | — | (13.3 | ) | — | (13.3 | ) | ||||||||||
Interest on long-term debt | 0.2 | 0.3 | 0.3 | 0.6 | ||||||||||||
Interest and other income, net of bank charges | 0.1 | (0.1 | ) | (0.5 | ) | — | ||||||||||
Loss before income taxes in continuing operations | $ | (5.1 | ) | $ | 4.2 | $ | (10.2 | ) | $ | (11.7 | ) |
News Provided by GlobeNewswire via QuoteMedia
CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) ("CoTec" or the "Corporation") is pleased to announce the repayment of its existing convertible loan (the "Prior Convertible Loan") with Kings Chapel International Limited ("Kings Chapel") pursuant to the convertible loan agreement dated November 19, 2024, as amended (the "Prior Convertible Loan Agreement"). The Corporation has also entered into new convertible loan agreements (the "New Convertible Loan Agreements") with Kings Chapel and certain funds managed by Epic Capital Management Inc. ("Epic Capital"). Pursuant to the New Convertible Loan Agreements, Kings Chapel and Epic Capital have agreed to make available loans to the Corporation in the aggregate principal amounts of up to $5,000,000 and up to $1,600,000, respectively (the "New Convertible Loans").
Pursuant to the Prior Convertible Loan Agreement, the entire outstanding principal amount of the Prior Convertible Loan, being $4,851,387, was automatically repaid by the Corporation by the delivery to Kings Chapel as a result of the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") over the immediately preceding 15 trading days being greater than $1.00. The Corporation satisfied its obligation to repay the outstanding principal amount by delivering to Kings Chapel 6,468,515 of common shares in the capital of the Corporation ("Common Shares") at a price of $0.75 per Common Share.
Pursuant to the New Convertible Loan Agreements, the outstanding principal amount of each of the New Convertible Loans bears interest at an annual rate of 10% and is repayable, together with accrued and outstanding interest, on December 31, 2028. The undrawn principal amounts under the New Convertible Loans also bear a stand-by fee of 2.5% per annum, which shall be calculated and accrue daily and compounded annually. The Corporation's obligations under the New Conterible Loan Agreements are unsecured. No amounts have been drawn under the New Convertible Loan Agreements as of the date hereof.
The outstanding principal amount under each of the New Convertible Loan Agreements will be converted into Common Shares at a price of $1.15 per Common Share (i) at any time after November 15, 2025 at Kings Chapel's or Epic Capital's election, and (ii) automatically at any time after December 31, 2025, on the first day on which the volume weighted average trading price of the Common Shares on the principal stock exchange on which the Common Shares are then traded over the immediately preceding 15 trading days is equal to or greater than $1.35. No conversion of the outstanding principal amount under the New Convertible Loan Agreements will occur to the extent that, after giving effect to the conversion, the applicable lender, its affiliates and any person with whom such lender or its affiliates act jointly or in concert would own more than 49% of the outstanding Common Shares.
Kings Chapel is an existing insider and Control Person (as defined by the TSXV Rules) of the Corporation. Julian Treger, a director of the Corporation and its Chief Executive Officer, is a beneficiary of a family trust associated with Kings Chapel. As a result, the execution of the New Convertible Loan Agreement with Kings Chapel is a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The execution of the New Convertible Loan Agreement with Kings Chapel is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101 because the Common Shares are listed only on the TSXV and OTCQB and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 because neither the fair market value of the New Convertible Loan Agreement with Kings Chapel (and the Common shares issuable pursuant to the conversion of the outstanding principal amount of the New Convertible Loan Agreement with Kings Chapel) exceeds 25% of the Corporation's market capitalization as determined in accordance with MI 61-101.
The issuance of Common Shares upon any conversion of the outstanding principal amount under the New Convertible Loan Agreements is subject to the Corporation obtaining all necessary TSXV approvals. All securities listed in connection with the New Convertible Loan Agreements will be subject to a statutory hold period of four months plus a day from the date of the New Convertible Loan Agreements in accordance with applicable securities legislation in Canada.
Early Warning Disclosure
This press release is also being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report by Kings Chapel in respect of its ownership position in the Corporation.
Prior to the conversion of the amounts outstanding under the Prior Convertible Loan Agreement, (i) Kings Chapel owned or controlled 35,786,306 Common Shares representing approximately 39.07% of the 91,604,695 issued and outstanding Common Shares as well as 833,332 warrants to purchase Common Shares, and (ii) Mr. Treger owned or controlled 2,939,269 Common Shares representing approximately 3.21% of the issued and outstanding Common Shares as well as 3,727,935 options to purchase Common Shares and 230,769 warrants to purchase Common Shares.
Immediately following conversion of the amounts outstanding under the Prior Convertible Loan Agreement, (i) Kings Chapel owned or controlled 42,254,821 Common Shares representing approximately 43.08% of the 98,073,210 issued and outstanding Common Shares as well as 833,332 warrants to purchase Common Shares, and (ii) Mr. Treger owned or controlled 2,939,269 Common Shares representing approximately 3.00% of the issued and outstanding Common Shares as well as 3,727,935 options to purchase Common Shares and 230,769 warrants to purchase Common Shares.
Kings Chapel and Mr. Treger hold Common Shares for investment purposes. Each of them has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Depending on market conditions, general economic, and industry conditions, the Company's business and financial condition, and/or other relevant factors, each such shareholder may develop such plans or intentions in the future.
A copy of the Early Warning Report to be filed by Kings Chapel in connection with the transactions described above will be available on the Corporation's SEDAR+ profile at www.sedarplus.ca.
The head office of the Corporation is located at Suite 428, 755 Burrard Street, Vancouver, BC V6Z 1X6. Kings Chapel's address is No. 2 The Forum, Grenville Street, St. Helier, Jersey JE1 4HH.
About CoTec
CoTec is a publicly traded investment issuer listed on the TSXV and the OTCQB and trades under the symbol CTH and CTHCF respectively. CoTec is a forward-thinking resource extraction company committed to revolutionizing the global metals and minerals industry through innovative, environmentally sustainable technologies and strategic asset acquisitions. With a mission to drive the sector toward a low-carbon future, CoTec employes a dual approach: investing in disruptive mineral extraction technologies that enhance efficiency and sustainability while applying these technologies to undervalued mining assets to unlock their full potential. By focusing on recycling, waste mining, and scalable solutions, the Company accelerates the production of critical minerals, shortens development timelines, and reduces environmental impact. CoTec's strategic model delivers low capital requirements, rapid revenue generation, and high barriers to entry, positioning it as a leading mid-tier disruptor in the commodities sector.
For more information, please visit www.cotec.ca.
Forward-Looking Information Cautionary Statement
Statements in this press release regarding the Company, its investments and the Offerings which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including statements relating to management's expectations with respect to its current and potential future investments and the benefits to the Company which may be implied from such statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties.
Actual results in each case could differ materially from those currently anticipated in such statements, due to known an unknown risks and uncertainties affecting the Company, including by not limited to: general economic, political and market factors in North America and internationally, interest and foreign exchange rates, changes in costs of goods and services, global equity and capital markets, business competition, technological change, changes in government relations, industry conditions, unexpected judicial or regulatory proceedings and catastrophic events. The Company's investments are being made in mineral extraction related assets and technologies which are subject to their own inherent risks and the success of such Investments may be adversely impacted by, among other things: environmental risks and costs; labor costs and shortages; uncertain supply and price fluctuations in materials; increases in energy costs; labor disputes and work stoppages; leasing costs and the availability of equipment; heavy equipment demand and availability; contractor and subcontractor performance issues; worksite safety issues; project delays and cost overruns; extreme weather conditions; and social disruptions. As the investments are being made in mineral extraction technology, such investments will also be subject to risks of successful application, scaling and deployment of technology, acceptability of technology within the industry, availability of assets where technology could be applied, protection of intellectual property in relation to such technology, successful promotion of technology and success of competitor technology. Any material adverse change in the Company's financial position or a failure by the Company to successfully make investments in the manner currently contemplated, could have a corresponding material adverse change on the investments and, by extension, the Company.
For further details regarding risks and uncertainties facing the Company, please refer to "Risk Factors" in the Company's filing statement dated April 6, 2022 and its other continuous disclosure documents, copies of which may be found under the Company's SEDAR+ profile at www.sedarplus.com. The Company assumes no responsibility to update forward-looking statements in this press release except as required by law. Readers should not place undue reliance on the forward-looking statements and information contained in this press release and are encouraged to read the Company's continuous disclosure documents, which are available on SEDAR+ at www.sedarplus.ca.
For further information, please contact:
Braam Jonker - (604) 992-5600
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) ("CoTec" or the "Corporation") is pleased to announce that Kings Chapel International ("Kings Chapel") has converted $2 million of the aggregate outstanding principal amount of its convertible loan to CoTec into 2,666,667 CoTec common shares based on a conversion price of CAD$0.75 per share. The conversion was completed pursuant to the terms of the amended and restated convertible loan agreement between CoTec and Kings Chapel dated November 19, 2024 ("Convertible Loan Agreement"). After giving effect to the conversion, the remaining outstanding principal amount owing by CoTec under the Convertible Loan Agreement is $4,351,387.
About CoTec
CoTec is a publicly traded investment issuer listed on the Toronto Venture Stock Exchange ("TSX-V") and the OTCQB and trades under the symbols CTH and CTHCF respectively. CoTec Holdings Corp. is a forward-thinking resource extraction company committed to revolutionizing the global metals and minerals industry through innovative, environmentally sustainable technologies and strategic asset acquisitions. With a mission to drive the sector toward a low-carbon future, CoTec employs a dual approach: investing in disruptive mineral extraction technologies that enhance efficiency and sustainability while applying these technologies to undervalued mining assets to unlock their full potential. By focusing on recycling, waste mining, and scalable solutions, the Company accelerates the production of critical minerals, shortens development timelines, and reduces environmental impact. CoTec's strategic model delivers low capital requirements, rapid revenue generation, and high barriers to entry, positioning it as a leading mid-tier disruptor in the commodities sector.
Please visit www.cotec.ca.
For further information, please contact:
Braam Jonker - (604) 992-5600
Forward-Looking Information Cautionary Statement
Statements in this press release regarding the Corporation's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, including statements relating to management's expectations with respect to the adoption of new technologies across the mineral extraction industry and the benefits to the Corporation which may be implied from such statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES