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Westport Fuel Systems (NASDAQ:WPRT,TSX:WPRT) delivers advanced fuel system technologies, focused on heavy-duty and light-duty vehicles, to reduce carbon emissions without compromising engine performance. The company offers innovative solutions that enable internal combustion engines to operate on alternative low-carbon fuels, including natural gas, renewable natural gas (RNG) and hydrogen.
Westport operates in a rapidly growing and changing clean transportation market driven by stringent emission regulations, increasing fuel costs, and rising demand for sustainable mobility solutions.
The HPDI fuel system is engineered for heavy-duty trucks and industrial applications. By injecting high-pressure natural gas or hydrogen directly into the combustion chamber, HPDI delivers diesel-like torque and power with up to 98 percent lower CO₂ emissions when using hydrogen. This technology is critical for long-haul trucking and other high-load applications, where maintaining performance and range is essential. This technology is now owned under the Cespira JV, which generated a revenue of $16.2 million in Q3 2024.
This Westport Fuel Systems profile is part of a paid investor education campaign.*
Westport Fuel Systems’ innovative technologies and pioneered alternative fuel delivery systems offer a compelling case for investors looking to participate in the opportunities of a low-carbon economy.
Westport Fuel Systems (NASDAQ:WPRT,TSX:WPRT) specializes in delivering advanced fuel technologies, with a focus on heavy-duty and light-duty vehicles, aimed at reducing carbon emissions without compromising engine performance. As a key player in the clean transportation space, Westport offers innovative solutions that enable internal combustion engines to operate on alternative low-carbon fuels, including natural gas, renewable natural gas (RNG), propane and hydrogen.
Westport is focused on the following transportation market opportunities:
Westport operates in a rapidly growing and changing clean transportation market driven by stringent emission regulations, increasing fuel costs, and rising demand for sustainable mobility solutions. The company’s competitive edge lies in its proprietary HPDI technology, which uniquely delivers diesel-equivalent performance while significantly reducing carbon emissions. Westport’s joint venture with Volvo Group, under the Cespira name, enhances its ability to scale HPDI solutions globally.
Additionally, the company’s light-duty fuel systems offer a cost-effective pathway for reducing emissions in passenger vehicles, further diversifying its revenue streams. With manufacturing facilities and partnerships in key regions, Westport is well-positioned to capitalize on the growing demand for clean and affordable transportation solutions. Its Q3 2024 revenue totaled $66.2 million, with the Cespira JV generating an additional $16.2 million externally. The company’s gross margins also improved from 17 percent in Q3 2023 to 22 percent in Q3 2024.
Fleet operators and logistics companies are increasingly turning to alternative fuel vehicles to reduce operational costs and meet stringent ESG goals. In response, Westport continues to invest in innovation, particularly in hydrogen and renewable natural gas solutions.The HPDI fuel system is engineered for heavy-duty trucks and industrial applications. By injecting high-pressure natural gas or hydrogen directly into the combustion chamber, HPDI delivers diesel-like torque and power with up to 98 percent lower CO₂ emissions when using hydrogen. This technology is critical for long-haul trucking and other high-load applications, where maintaining performance and range is essential. This technology is now owned under the Cespira JV, which generated a revenue of $16.2 million in Q3 2024.
The HPDI system features a revolutionary, patented injector with a dual concentric needle design that delivers small quantities of diesel fuel and large quantities of natural gas, at high pressure, to the combustion chamber.
Part of its light-duty business segment, Westport’s light-duty solutions include a range of alternative fuel systems primarily for passenger vehicles. These systems enable vehicles to operate primarily onLPG and CNG, offering a cleaner, economic alternative to traditional gasoline. A key product in this segment is the globally recognized Prins VSI-3 DI, a revolutionary LPG system for vehicles equipped with direct injection petrol and hybrid engines. This LPG system complies with the latest global emission standards like Euro 6E WLTP and is R115 certified. The system is of high quality, extremely efficient and high performing, providing a smooth driving experience.
Additionally, the company has recently collaborated with Kia Italia to introduce the Kia Niro Tri-Fuel, a hybrid vehicle that combines petrol, electric and LPG fuel sources for improved efficiency and reduced environmental impact.
Westport’s high-pressure gaseous controls segment is at the forefront of the clean energy revolution, designing, developing and producing high-demand components for transportation and industrial applications. The company partners with the world's leading fuel cell manufacturers and companies committed to decarbonizing transport, offering versatile solutions that serve a variety of fuel types. While hydrogen is key to the future decarbonization of transport, Westport components and solutions are already powering innovation today across a range of gaseous fuels. With decades of experience, market-leading brands, and unmatched engineering expertise, the company is a leader in the market. While still small, its strategic position and innovative capabilities put Westport on the cusp of significant growth, ensuring it is the go-to choice for those shaping the future of clean energy, today and tomorrow.
Westport is helmed by an accomplished executive team with extensive experience in automotive technology, alternative fuels and corporate strategy.
Dan Sceli was appointed as CEO in January of 2024. His distinguished 37-year career in the global manufacturing sector marks him as a visionary leader, whose strategic acumen and commitment to excellence have propelled companies to new heights.
Bill Larkin has been instrumental in strengthening the company’s financial position since joining in 2022. With prior experience as CFO of Fuel Systems Solutions and Westport Innovations, Larkin’s experience spans a diverse set of corporate environments ranging from entrepreneurial startups, high growth small-caps and mature multi-billion dollar enterprises across various industries.
Ashley Nuell joined Westport in May of 2022 and currently has approximately 20 years of experience in investor relations. Her career includes roles with companies at various parts of the energy sector value chain, as well as in the investor relations and stakeholder communications practice area of a global consulting firm.
Advanced, clean fuel systems and components that deliver both economic and environmental benefits
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BTV-Business Television features seven standout resource companies making major moves across North America and beyond:
Purepoint Uranium (TSXV: PTU) (OTCQB: PTUUF)
A veteran explorer in Canada's Athabasca Basin, Purepoint Uranium has built a leading exploration portfolio with six joint ventures supported by industry giants like Cameco and Orano. Their strategy of collaborative partnerships enables aggressive drilling while minimizing shareholder dilution.
Viridian Metals (CSE: VRDN)
Viridian is targeting major copper discoveries in Newfoundland and Labrador. With support from BHP, the company is exploring two high-potential assets, including a native copper-rich basin and one of the most advanced targets outside Voisey's Bay.
Prime Mining Corp. (TSXV: PRYM) (OTCQX: PRMNF)
Focused on expanding its gold-silver resource in Mexico, Prime is preparing a Preliminary Economic Assessment backed by extensive metallurgical testing. With 3 million ounces in gold-equivalent resources and community-rooted operations, Prime is poised for a defining year.
Patriot Battery Metals (TSX: PMET) (OTCQX: PMETF)
Patriot's hard rock lithium project-one of the largest in the Americas-is attracting global interest, including a key investment and offtake agreement with Volkswagen. With lithium, tantalum, and cesium in hand, the company is shaping North America's clean energy supply chain.
Mayfair Gold (TSXV: MFG) (OTCQX: MFGCF)
Mayfair Gold is developing a low-risk, fast-to-market gold operation in Ontario, with a unique strategy to self-finance expansion using early cash flow. Positioned below federal permitting thresholds, it's set to capitalize on the current gold cycle.
Westport Fuel Systems (NASDAQ: WPRT)
With over 30 years of innovation, Westport is delivering fuel-agnostic engine solutions including hydrogen and natural gas. Through its high-pressure joint venture and over 1,400 patents, Westport is helping long-haul transportation transition toward cleaner fuel alternatives.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/251210
News Provided by Newsfile via QuoteMedia
Westport Fuel Systems Inc. ("Westport" or the "Company") (TSX:WPRT Nasdaq:WPRT), today held its Annual General and Special Meeting of Shareholders (the "Meeting") in a virtual format. Shareholders approved all resolutions presented at the meeting including the election of all nominated directors for the ensuing year, the appointment of KPMG LLP as the Company's auditors for the fiscal year, the advisory vote on executive compensation, and the sale of Westport Fuel Systems Italia S.r.l in accordance with the terms of the sale and purchase agreement dated as of March 30, 2025.
A summary of the results are as follows:
Resolution | Outcome of Vote | Percentage of Votes For | Percentage of Votes Withheld/Against |
Election of Directors | |||
Michele Buchignani | Approved | 81.22% | 18.78% |
Anthony Guglielmin | Approved | 87.16% | 12.84% |
Daniel M. Hancock | Approved | 61.47% | 38.53% |
Daniel Sceli | Approved | 91.10% | 8.90% |
Karl-Viktor Schaller | Approved | 61.28% | 38.72% |
Eileen Wheatman | Approved | 81.43% | 18.57% |
Appointment of Auditors | Approved | 93.83% | 6.17% |
Executive Compensation | |||
(Advisory Vote) | Agree | 52.87% | 47.13% |
Sale of Westport Fuel Systems Italia S.r.l | Approved | 83.38% | 16.62% |
About Westport Fuel Systems
At Westport Fuel Systems, we are driving innovation to power a cleaner tomorrow. We are a leading supplier of advanced fuel delivery components and systems for clean, low-carbon fuels such as natural gas, renewable natural gas, propane, and hydrogen to the global transportation industry. Our technology delivers the performance and fuel efficiency required by transportation applications and the environmental benefits that address climate change and urban air quality challenges. Headquartered in Vancouver, Canada, with operations in Europe, Asia, North America, and South America, we serve our customers in approximately 70 countries with leading global transportation brands. At Westport Fuel Systems, we think ahead. For more information, visit www.wfsinc.com .
Investor Inquiries:
Investor Relations
T: +1 604-718-2046
E: invest@wfsinc.com
News Provided by GlobeNewswire via QuoteMedia
Westport Fuel Systems Inc. (" Westport ") (TSX:WPRT Nasdaq:WPRT) reported financial results for the first quarter ended March 31, 2025, and provided an update on operations. All figures are in U.S. dollars unless otherwise stated.
"We continue to make significant strides in transforming Westport and sharpening our strategic focus. Our priorities remain clear: driving success through Cespira, our HPDI joint venture with Volvo Group; pursuing operational excellence through initiatives to streamline processes and reduce costs; and positioning Westport at the forefront of the alternative fuel shift.
These priorities are guiding us as we work towards a brighter future. We're seeing the impact of our efforts in our recent results – we significantly improved our net loss to $2.5 million in Q1 of 2025 from a net loss of $13.6 million in Q1 of 2024. This was supported by a $3.5 million increase in gross profit and an $8.1 million decrease in operating expenses. We also reported a substantial improvement in adjusted EBITDA as compared to the same period of the prior year.
Looking to the future, with the announcement of the proposed sale of our light-duty business, Westport is realigning to focus on the hard-to-decarbonize applications primarily in long-haul and heavy-duty trucking where our unique HPDI and high-pressure technologies offer significant growth potential. Critically, this transaction is designed to provide immediate cash proceeds that bolster our balance sheet and fund growth opportunities in Cespira and the High-Pressure Controls & Systems business.
Now, the conversation has changed. Our attendance at the Advanced Clean Transportation Expo or ACT Expo, the largest showcase of clean transportation technologies in North America, validated our view that the market recognizes that the internal combustion engine utilizing alternative fuels is an affordable solution that also decarbonizes long-haul, heavy-duty transport. Westport is the clean-tech innovation company to help drive this change. Through Cespira, the HPDI fuel system does the on-engine work to our High Pressure Controls and Systems business where our components do the off-engine work we are providing OEMs with simplified solutions to decarbonize.
Volvo recently highlighted that demand for their gas-powered trucks that utilize HPDI technology has been increasing, with sales up more than 25% in 2024, a trend that we saw continue into Q1 with Cespira delivering improved revenue driven by increased volumes as compared to Q1 of 2024. While we remain focused on scaling our alternative fuel solutions, including LNG, CNG, RNG, and hydrogen systems, we are matching the cleanest gaseous fuels with the most efficient engine technologies. We are committed to delivering practical, commercially viable low-carbon solutions today and providing sustainable, high-performance solutions that help our customers achieve their goals now and for years to come."
Dan Sceli, Chief Executive Officer
Q1 2025 Highlights
[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.
Consolidated Results | Over / | |||||||
($ in millions, except per share amounts) | (Under) | |||||||
1Q25 | 1Q24 | % | ||||||
Revenue | $ | 71.0 | $ | 77.6 | (9 | )% | ||
Gross Profit (2) | 15.2 | 11.7 | 30 | % | ||||
Gross Margin (2) | 21 | % | 15 | % | ||||
Income (loss) from Investments Accounted for by the Equity Method (1) | (3.8 | ) | — | (100 | )% | |||
Net Loss | (2.5 | ) | (13.6 | ) | 82 | % | ||
Net Loss per Share - Basic | (0.14 | ) | (0.79 | ) | 82 | % | ||
Net Loss per Share - Diluted | (0.14 | ) | (0.79 | ) | 82 | % | ||
EBITDA (2) | (0.1 | ) | (9.2 | ) | 99 | % | ||
Adjusted EBITDA (2) | — | (6.6 | ) | 100 | % |
(1) This includes income or loss primarily from our investments in Cespira and Minda Westport Technologies Limited
(2) Gross margins, 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
Light-Duty
Revenue for the three months ended March 31, 2025 was $64.2 million compared with $63.3 million for the three months ended March 31, 2024. Light-Duty revenue increased by $0.9 million compared to the prior year and was primarily driven by increase in sales in our light-duty OEM and DOEM businesses. The light-duty OEM business had an increase in sales from its Euro 6 program compared to the prior year. In the first quarter of 2024, DOEM had a significant decrease in sales to a customer. This was partially offset by lower sales in our IAM, electronics and fuel storage businesses compared to the prior year.
Gross profit for the three months ended March 31, 2025 increased by $1.6 million to $14.0 million, or 22% of revenue, compared to $12.4 million, or 20% of revenue, for the same prior year period. This was primarily driven by a change in sales mix with an increase in sales to European customers and a reduction in sales to developing regions.
High Pressure Controls & Systems
Revenue for the three months ended March 31, 2025 was $1.4 million compared with $2.4 million for the three months ended March 31, 2024. The decrease in revenue for the three months ended March 31, 2025 compared to the prior year was primarily driven by the hydrogen industry slowdown impacting demand for hydrogen components.
Gross profit for the three months ended March 31, 2025 decreased by $0.2 million to $0.2 million, or 14% of revenue, compared to $0.4 million, or 17% of revenue, for the same prior year period. This was primarily driven by lower sales volumes increasing the per unit manufacturing costs in the quarter.
Heavy-Duty Original Equipment Manufacturer ("OEM")
Revenue for the three months ended March 31, 2025 was $5.4 million, compared to $11.9 million for the prior year. The decrease in revenue for the three months ended March 31, 2025 is a result of the continuation of the business in Cespira. The revenue earned in the current quarter was from our services provided under the transitional service agreement with Cespira that is expected to end by Q2 2026.
Gross profit for the three months ended March 31, 2025 increased by $2.1 million to $1.0 million, or 19% of revenue, compared to negative $1.1 million or negative 9% of revenue, for the same prior year period. The Heavy-Duty OEM segment received $0.9million in credits from component suppliers for inventory sold in the quarter.
Selected Cespira Statements of Operations Data
We account for Cespira using the equity method of accounting. However, due to its significance to our long-term strategy and operating results, we disclose certain Cespira's financial information in notes 7 and 17 of our interim financial statements for the three months ended March 31, 2025.
The following table sets forth a summary of the financial results of Cespira for the three months ended March 31, 2025 .
(in millions of U.S. dollars) | Three months ended March 31, | Change | |||||||||||||
2025 | 2024 | $ | % | ||||||||||||
Total revenue | $ | 16.7 | $ | — | $ | 16.7 | — | % | |||||||
Gross profit | $ | 0.5 | $ | — | $ | 0.5 | — | % | |||||||
Gross margin 1 | 3 | % | — | % | |||||||||||
Operating loss | $ | (7.1 | ) | $ | — | $ | (7.1 | ) | — | % | |||||
Net loss attributable to the Company | $ | (3.9 | ) | $ | — | $ | (3.9 | ) | — | % |
1 Gross margin is non-GAAP financial measure. See the section 'Non-GAAP Financial Measures' for explanations and discussions of these non-GAAP financial measures or ratios.
Revenue
Cespira revenues for the three months ended March 31, 2025 were $16.7 million. In the prior year, the Heavy-Duty OEM segment, which included our HPDI business, had revenues of $11.9 million. This was primarily driven by an increase in HPDI fuel systems sold in the period.
Gross Profit
Gross profit was $0.5 million for the three months ended March 31, 2025. In the prior year, the Heavy-Duty OEM segment had negative $1.1 million in gross profit primarily driven by the increase in sales volumes compared to the prior year and reductions in manufacturing cost.
Operating loss
Cespira incurred operating losses of $7.1 million for the three months ended March 31, 2025. Cespira continues to incur operating losses as it scales its operations and expand into other markets.
Q1 2025 Conference Call
Westport has scheduled a conference call for May 14, 2025, at 7:00 am Pacific Time (10:00 pm Eastern Time) to discuss these results. To access the conference call please register at
https://register-conf.media-server.com/register/BI73bcac200e5f4652873668cf803d72ed
The live webcast of the conference call can be accessed through the Westport website at
https://investors.wfsinc.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.wfsinc.com.
Financial Statements and Management's Discussion and Analysis
To view Westport financials for the first quarter ended March 31st, 2025, please visit https://investors.wfsinc.com/financials/
About Westport Fuel Systems
At Westport Fuel Systems, we are driving innovation to power a cleaner tomorrow. We are a leading supplier of advanced fuel delivery components and systems for clean, low-carbon fuels such as natural gas, renewable natural gas, propane, and hydrogen to the global automotive industry. Our technology delivers the performance and fuel efficiency required by transportation applications and the environmental benefits that address climate change and urban air quality challenges. Headquartered in Vancouver, Canada, with operations in Europe, Asia, North America, and South America, we serve our customers in approximately 70 countries with leading global transportation brands. At Westport Fuel Systems, we think ahead. For more information, visit www.wfsinc.com.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements, including statements regarding future strategic initiatives and future growth, future of our development programs (including those relating to HPDI and Hydrogen), our expectations for 2024 and beyond, including the demand for our products, and the future success of our business and technology strategies. 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 activities, 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 ventures, the availability and price of natural gas and hydrogen, new environmental regulations, the acceptance of and shift to natural gas and hydrogen vehicles,fuel emission standards, the development of competing technologies, our ability to adequately develop and deploy our technology, the actions and determinations of our joint venture and development partners, the effects and duration of the Russia-Ukraine conflict, supply chain disruptions 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.
Contact Information
Investor Relations
Westport Fuel Systems
T: +1 604-718-2046
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 Westports' 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.
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 FINANCIAL MEASURES & RECONCILIATIONS" within this press release.
Three months ended March 31, 2025 | ||||||||||||||||
Light-Duty | High-Pressure Controls & Systems | Heavy-Duty OEM | Cespira | Total Segment | ||||||||||||
Revenue | $ | 64.2 | $ | 1.4 | $ | 5.4 | $ | 16.7 | $ | 87.7 | ||||||
Cost of revenue | 50.2 | 1.2 | 4.4 | 16.2 | 72.0 | |||||||||||
Gross profit | 14.0 | 0.2 | 1.0 | 0.5 | 15.7 | |||||||||||
Operating expenses: | ||||||||||||||||
Research & development | 3.0 | 1.0 | 0.1 | 3.1 | 7.2 | |||||||||||
General & administrative | 4.1 | 0.3 | 0.1 | 2.7 | 7.2 | |||||||||||
Sales & marketing | 2.3 | 0.1 | — | 0.3 | 2.7 | |||||||||||
Depreciation & amortization | 0.7 | 0.1 | — | 0.7 | 1.5 | |||||||||||
10.1 | 1.5 | 0.2 | 6.8 | 18.6 | ||||||||||||
Equity income (note 8) | 0.1 | — | — | — | 0.1 | |||||||||||
Add back: Depreciation & amortization | 1.9 | 0.1 | — | 1.6 | 3.6 | |||||||||||
Segment EBITDA | $ | 5.9 | $ | (1.2 | ) | $ | 0.8 | $ | (4.7 | ) | $ | 0.8 |
Three months ended March 31, 2024 | ||||||||||||||
Light-Duty | High-Pressure Controls & Systems | Heavy-Duty OEM | Total Segment | |||||||||||
Revenue | $ | 63.3 | $ | 2.4 | $ | 11.9 | $ | 77.6 | ||||||
Cost of revenue | 50.9 | 2.0 | 13.0 | 65.9 | ||||||||||
Gross profit | 12.4 | 0.4 | (1.1 | ) | 11.7 | |||||||||
Operating expenses: | ||||||||||||||
Research & development | 3.6 | 1.3 | 2.8 | 7.7 | ||||||||||
General & administrative | 3.7 | 0.2 | 1.8 | 5.7 | ||||||||||
Sales & marketing | 2.1 | 0.2 | 0.5 | 2.8 | ||||||||||
Depreciation & amortization | 0.6 | 0.1 | 0.1 | 0.8 | ||||||||||
10.0 | 1.8 | 5.2 | 17.0 | |||||||||||
Equity income | — | — | — | — | ||||||||||
Add back: Depreciation & amortization | 1.5 | 0.1 | 1.4 | 3.0 | ||||||||||
Segment EBITDA | $ | 3.9 | $ | (1.3 | ) | $ | (4.9 | ) | $ | (2.3 | ) |
Gross Profit | |||||||
(expressed in millions of U.S. dollars) | 1Q25 | 1Q24 | |||||
Three months ended | |||||||
Revenue | $ | 71.0 | $ | 77.6 | |||
Less: Cost of revenue | 55.8 | 65.9 | |||||
Gross profit | 15.2 | 11.7 | |||||
Gross margin % | 21.4 | % | 15.1 | % |
Three months ended March 31, 2025 | |||||||||||||
Total Segment | Less: Cespira | Add: Corporate & unallocated | Total Consolidated | ||||||||||
Revenue | $ | 87.7 | $ | 16.7 | $ | — | $ | 71.0 | |||||
Cost of revenue | 72.0 | 16.2 | — | 55.8 | |||||||||
Gross profit | 15.7 | 0.5 | — | 15.2 | |||||||||
Operating expenses: | |||||||||||||
Research & development | 7.2 | 3.1 | — | 4.1 | |||||||||
General & administrative | 7.2 | 2.7 | 1.9 | 6.4 | |||||||||
Sales & marketing | 2.7 | 0.3 | 0.3 | 2.7 | |||||||||
Depreciation & amortization | 1.5 | 0.7 | — | 0.8 | |||||||||
18.6 | 6.8 | 2.2 | 14.0 | ||||||||||
Equity income (loss) | 0.1 | — | (3.9 | ) | (3.8 | ) |
Three months ended March 31, 2024 | ||||||||
Total Segment | Add: Corporate & unallocated | Total Consolidated | ||||||
Revenue | $ | 77.6 | $ | — | $ | 77.6 | ||
Cost of revenue | 65.9 | — | 65.9 | |||||
Gross profit | 11.7 | — | 11.7 | |||||
Operating expenses: | ||||||||
Research & development | 7.7 | — | 7.7 | |||||
General & administrative | 5.7 | 4.7 | 10.4 | |||||
Sales & marketing | 2.8 | 0.4 | 3.2 | |||||
Depreciation & amortization | 0.8 | 0.2 | 1.0 | |||||
17.0 | 5.3 | 22.3 | ||||||
Equity income | — | — | — |
Reconciliation of Segment EBITDA to Loss before income taxes | Three months ended March 31, | |||||||
2025 | 2024 | |||||||
Total Segment EBITDA | $ | 0.8 | $ | (2.3 | ) | |||
Adjustments: | ||||||||
Depreciation & amortization | 2.0 | 3.0 | ||||||
Cespira's Segment EBITDA | (4.7 | ) | — | |||||
Cespira's equity loss | 3.9 | — | ||||||
Corporate and unallocated operating expenses | 2.2 | 5.3 | ||||||
Foreign exchange loss | (0.5 | ) | 1.8 | |||||
Interest on long-term debt and accretion of royalty payable | 0.7 | 0.8 | ||||||
Interest and other income, net of bank charges | (0.9 | ) | (0.3 | ) | ||||
Loss before income taxes | $ | (1.9 | ) | $ | (12.9 | ) |
EBITDA and Adjusted EBITDA | ||||||||
(expressed in millions of U.S. dollars) | 1Q25 | 1Q24 | ||||||
Three months ended | ||||||||
Loss before income taxes | $ | (1.9 | ) | $ | (12.9 | ) | ||
Interest expense (income), net | (0.2 | ) | 0.5 | |||||
Depreciation and amortization | 2.0 | 3.2 | ||||||
EBITDA | (0.1 | ) | (9.2 | ) | ||||
Stock based compensation (recovery) | 0.3 | 0.3 | ||||||
Unrealized foreign exchange (gain) loss | (0.5 | ) | 1.8 | |||||
Severance costs | — | 0.5 | ||||||
Restructuring costs | 0.3 | — | ||||||
Adjusted EBITDA | $ | — | $ | (6.6 | ) |
Westport Fuel Systems Inc. Condensed Consolidated Balance Sheets (unaudited) (Expressed in thousands of United States dollars, except share amounts) March 31, 2025 and December 31, 2024 | ||||||||
March 31, 2025 | December 31, 2024 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents (including restricted cash) | $ | 32,637 | $ | 37,646 | ||||
Accounts receivable | 66,634 | 73,054 | ||||||
Inventories | 63,214 | 53,526 | ||||||
Prepaid expenses | 6,551 | 5,660 | ||||||
Total current assets | 169,036 | 169,886 | ||||||
Long-term investments | 40,052 | 39,732 | ||||||
Property, plant and equipment | 45,314 | 41,956 | ||||||
Operating lease right-of-use assets | 19,249 | 19,019 | ||||||
Intangible assets | 5,174 | 5,277 | ||||||
Deferred income tax assets | 10,261 | 9,695 | ||||||
Goodwill | 2,996 | 2,876 | ||||||
Other long-term assets | 3,163 | 3,180 | ||||||
Total assets | $ | 295,245 | $ | 291,621 | ||||
Liabilities and shareholders' equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 93,127 | $ | 88,123 | ||||
Current portion of operating lease liabilities | 2,750 | 2,624 | ||||||
Current portion of long-term debt | 13,225 | 14,660 | ||||||
Current portion of warranty liability | 4,013 | 3,861 | ||||||
Total current liabilities | 113,115 | 109,268 | ||||||
Long-term operating lease liabilities | 16,560 | 16,433 | ||||||
Long-term debt | 17,915 | 19,067 | ||||||
Warranty liability | 1,603 | 1,456 | ||||||
Deferred income tax liabilities | 4,063 | 4,029 | ||||||
Other long-term liabilities | 4,391 | 4,343 | ||||||
Total liabilities | 157,647 | 154,596 | ||||||
Shareholders' equity: | ||||||||
Share capital: | ||||||||
Unlimited common and preferred shares, no par value | ||||||||
17,326,732 (2024 - 17,282,934) common shares issued and outstanding | 1,246,408 | 1,245,805 | ||||||
Other equity instruments | 9,081 | 9,472 | ||||||
Additional paid in capital | 11,516 | 11,516 | ||||||
Accumulated deficit | (1,098,726 | ) | (1,096,275 | ) | ||||
Accumulated other comprehensive loss | (30,681 | ) | (33,493 | ) | ||||
Total shareholders' equity | 137,598 | 137,025 | ||||||
Total liabilities and shareholders' equity | $ | 295,245 | $ | 291,621 |
Westport Fuel Systems Inc. Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) (Expressed in thousands of United States dollars, except share and per share amounts) Three months ended March 31, 2025 and 2024 | ||||||||
Three months ended March 31, | ||||||||
2025 | 2024 | |||||||
Revenue | $ | 70,955 | $ | 77,574 | ||||
Cost of revenue | 55,730 | 65,851 | ||||||
Gross profit | 15,225 | 11,723 | ||||||
Operating expenses: | ||||||||
Research and development | 4,052 | 7,693 | ||||||
General and administrative | 6,397 | 10,353 | ||||||
Sales and marketing | 2,758 | 3,287 | ||||||
Foreign exchange (gain) loss | (456 | ) | 1,820 | |||||
Depreciation and amortization | 740 | 1,043 | ||||||
13,491 | 24,196 | |||||||
Income (loss) from operations | 1,734 | (12,473 | ) | |||||
Income (loss) from investments accounted for by the equity method | (3,799 | ) | 31 | |||||
Interest on long-term debt | (676 | ) | (812 | ) | ||||
Interest and other income, net of bank charges | 869 | 341 | ||||||
Loss before income taxes | (1,872 | ) | (12,913 | ) | ||||
Income tax expense | 579 | 735 | ||||||
Net loss for the period | (2,451 | ) | (13,648 | ) | ||||
Other comprehensive income (loss): | ||||||||
Cumulative translation adjustment | 3,641 | (430 | ) | |||||
Ownership share of equity method investments' other comprehensive loss | (829 | ) | — | |||||
2,812 | (430 | ) | ||||||
Comprehensive income (loss) | $ | 361 | $ | (14,078 | ) | |||
Loss per share: | ||||||||
Net loss per share - basic and diluted | $ | (0.14 | ) | (0.79 | ) | |||
Weighted average common shares outstanding: | ||||||||
Basic and diluted | 17,322,681 | 17,220,540 |
Westport Fuel Systems Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (Expressed in thousands of United States dollars) Three months ended March 31, 2025 and 2024 | ||||||||
Three months ended March 31, | ||||||||
2025 | 2024 | |||||||
Operating activities: | ||||||||
Net loss for the period | $ | (2,451 | ) | $ | (13,648 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
Depreciation and amortization | 1,930 | 3,247 | ||||||
Stock-based compensation expense | 212 | 331 | ||||||
Unrealized foreign exchange (gain) loss | (456 | ) | 1,820 | |||||
Deferred income tax (recovery) | (33 | ) | (40 | ) | ||||
Loss (income) from investments accounted for by the equity method | 3,799 | (31 | ) | |||||
Interest on long-term debt | 22 | 22 | ||||||
Change in inventory write-downs | 223 | 413 | ||||||
Change in bad debt expense | (33 | ) | (121 | ) | ||||
Other | — | (248 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (2,072 | ) | 12,526 | |||||
Inventories | (7,502 | ) | (7,434 | ) | ||||
Prepaid expenses | (415 | ) | (400 | ) | ||||
Accounts payable and accrued liabilities | 2,840 | 4,725 | ||||||
Warranty liability | (963 | ) | (1,020 | ) | ||||
Net cash provided by (used in) operating activities | (4,899 | ) | 142 | |||||
Investing activities: | ||||||||
Purchase of property, plant and equipment | (3,142 | ) | (4,893 | ) | ||||
Proceeds on sale of assets | 82 | 135 | ||||||
Proceeds from holdback receivable | 10,450 | — | ||||||
Capital contributions to investments accounted for by the equity method (note 7) | (4,686 | ) | — | |||||
Net cash used in investing activities | 2,704 | (4,758 | ) | |||||
Financing activities: | ||||||||
Repayments of operating lines of credit and long-term facilities | (3,918 | ) | (17,689 | ) | ||||
Drawings on operating lines of credit and long-term facilities | — | 11,848 | ||||||
Net cash used in financing activities | (3,918 | ) | (5,841 | ) | ||||
Effect of foreign exchange on cash and cash equivalents | 1,104 | (494 | ) | |||||
Net decrease in cash and cash equivalents | (5,009 | ) | (10,951 | ) | ||||
Cash and cash equivalents, beginning of period (including restricted cash) | 37,646 | 54,853 | ||||||
Cash and cash equivalents, end of period (including restricted cash) | $ | 32,637 | $ | 43,902 |
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Westport Fuel Systems (NASDAQ: WPRT)
With over 30 years of innovation, Westport is delivering fuel-agnostic engine solutions including hydrogen and natural gas. Through its high-pressure joint venture and over 1,400 patents, Westport is helping long-haul transportation transition toward cleaner fuel alternatives.
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Westport Fuel Systems Inc. ("Westport" or the "Company") (TSX:WPRT Nasdaq:WPRT), has entered into lock-up agreements with certain of its shareholders, executives and board members representing an aggregate of approximately 2.0 million shares, or 11.4% of the currently issued and outstanding shares, to vote in favour of the special resolution approving the sale of Westport Fuel Systems Italia S.r.l. (the " Lock-Up Agreements ").
"These Lock-Up Agreements are a significant vote of confidence in Westport's strategic direction and growth potential. I am thankful to our key shareholders and our Board, for their continued support as we execute our plans to reduce the complexity of Westport's business and move forward focusing on providing affordable solutions for hard to decarbonize segments of the heavy-duty truck and industrial application, supported by a strengthened balance sheet," said Dan Sceli, Chief Executive Officer, Westport Fuel Systems."
Recap of the Transaction
On March 31, 2025 Westport announced it had entered into a binding agreement (the " Agreement ") to sell its interest in Westport Fuel Systems Italia S.r.l., which includes the Light-Duty segment, including the light-duty OEM, delayed OEM, and independent aftermarket businesses, to a wholly-owned investment vehicle of Heliaca Investments Coöperatief U.A. ("Heliaca Investments"), a Netherlands based investment firm supported by Ramphastos Investments Management B.V. a prominent Dutch venture capital and private equity firm (the " Transaction ").
The Transaction provides for a base purchase price of $73.1 million (€67.7 million), subject to certain adjustments, and potential earnouts of up to an estimated $6.5 million (€6.0 million) if certain conditions are achieved, in accordance with the terms of the Agreement.
Under the terms of the Agreement, Heliaca Investments through its subsidiary will acquire Westport's Light-Duty segment, including its related assets and customer contracts. The Transaction is subject to shareholder approval and other customary closing conditions and is expected to close in late Q2 of 2025.
The proceeds from the proposed Transaction are expected to enable Westport to significantly improve its financial stability, while also supporting key growth initiatives focused on providing solutions for hard-to-decarbonize mobility and industrial applications. Following closing, Westport intends to align its cost structure to be more reflective of a smaller, more efficient organization, while also seeking further opportunities for efficiency gains.
About Westport Fuel Systems
At Westport Fuel Systems, we are driving innovation to power a cleaner tomorrow. We are a leading supplier of advanced fuel delivery components and systems for clean, low-carbon fuels such as natural gas, renewable natural gas, propane, and hydrogen to the global transportation industry. Our technology delivers the performance and fuel efficiency required by transportation applications and the environmental benefits that address climate change and urban air quality challenges. Headquartered in Vancouver, Canada, with operations in Europe, Asia, North America, and South America, we serve our customers in approximately 70 countries with leading global transportation brands. At Westport Fuel Systems, we think ahead. For more information, visit www.wfsinc.com .
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the closing of, and timing for closing of, the Transaction, shareholder approval of the Transaction, the anticipated benefits of the Transaction, including potential earn-out payments, the ability to strengthen our balance sheet and align our cost structure , the ability to capitalize on growth initiatives , the ability to transition to a smaller, more efficient organization and our expectations regarding the future success of our business. Other forward-looking statements included in the release include those relating to Westport's future strategic plans, business opportunities and use of the Transaction proceeds. 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 activities, performance, or achievements expressed in or implied by these forward-looking statements. These risks, uncertainties, and assumptions include those related to completion and satisfaction of all conditions to closing of the Transaction set out in the Agreement, governmental policies, regulation and approval, the achievement of the performance criteria required for the earn out described above, purchase price adjustments contained in the Agreement, the demand our products, as well as other risk factors and assumptions that may affect our actual results, performance, or achievements, as 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 referenced in this press release are not incorporated by reference herein .
Investor Inquiries:
Investor Relations
T: +1 604-718-2046
E: invest@wfsinc.com
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CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) (the "Corporation") is pleased to announce that it has completed an initial closing (the "Initial Closing") of its previously announced financing under the Listed Issuer Financing Exemption (as defined below) (the "LIFE Offering") and concurrent private placement (the "Private Placement" and together with the LIFE Offering, the "Offerings") of up to an aggregate of 12,820,512 units (each, a "Unit") at a price of $0.78 per Unit for aggregate gross proceeds of up to $10,000,000 (comprised of $5,000,000 under the LIFE Offering and $5,000,000 under the Private Placement). Each Unit consists of one common share in the capital of the Corporation (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $1.20 for a period of 18 months following the issuance of the Units.
Pursuant to the Initial Closing, the Corporation issued a total of 2,732,312 Units for aggregate gross proceeds of $2,131,203.91 under the LIFE Offering and 3,947,131 Units for aggregate gross proceeds of $3,078,763.82 under the Private Placement. The Corporation expects to complete a second and final closing of the Offerings prior to the end of June 2025.The Corporation will use the net proceeds of the private placement to fund the detailed design and engineering at HyProMag USA LLC, the Corporation's drilling program at its Lac Jeannine property, further investment obligations and for general corporate purposes.
Certain directors of the Corporation and Kings Chapel International Ltd. ("Kings Chapel") purchased an aggregate of 864,316 Units in the Initial Closing. Kings Chapel is an existing insider and Control Person (as defined by TSX Venture Exchange 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 Private Placement is a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement 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 TSX Venture Exchange (the "TSXV") and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.5(a) thereof, because neither the fair market value of the Units to be issued to related parties nor the consideration to be paid by related parties pursuant to the Private Placement exceeds 25% of the Corporation's market capitalization as determined in accordance with MI 61-101. The Corporation did not file a material change report more than 21 days before the expected date of the Initial Closing as the participation therein by related parties was not settled until shortly prior to the closing of the Offerings.
In connection with the Initial Closing, the Corporation paid cash fees and compensation warrants ("Compensation Warrants") to certain agents and finders as follows: $65,142.72 and 83,516 Compensation Warrants to ECM Capital Advisors Ltd.; $90,599.40 and 116,153 Compensation Warrants to Odeon Capital Group LLC; $90,386.40 and115,880 Compensation Warrants to Integrity Capital Group Inc.; $14,759.83 and 18,923 Compensation Warrants to INTE Securities LLC; $733.20 and 940 Compensation Warrants to Leede Financial Inc.; $1,872.00 and 2,400 Compensation Warrants to Canaccord Genuity Corp.; $1,014 and 1,300 Compensation Warrants to Research Capital Corporation; and $1,560 and 2,000 Compensation Warrants to Haywood Securities Inc.
All securities issued to investors in connection with the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada.
Early Warning Report
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.
Kings Chapel participated in the Initial Closing and purchased an aggregate of 641,025 Units. Prior to the Initial Closing, (i) Kings Chapel owned or controlled 32,286,307 Common Shares representing approximately 45.09% of the 71,598,692 issued and outstanding Common Shares, and (ii) Julian Treger owned or controlled 2,708,500 Common Shares representing approximately 3.78% of the issued and outstanding Common Shares as well as 3,608,626 options to purchase Common Shares.
Immediately following the Initial Closing, (i) Kings Chapel owned or controlled 32,927,332 Common Shares representing approximately 42.06% of the 78,278,135 issued and outstanding Common Shares as well as 641,025 warrants to purchase Common Shares, and (ii) Julian Treger owned or controlled 2,708,500 Common Shares representing approximately 3.46% of the issued and outstanding Common Shares as well as 3,608,626 options 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 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.
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.
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Hempalta Corp. (TSXV: HEMP) ("Hempalta" or the "Company"), a Canadian-based provider of nature-based carbon credit solutions, is pleased to announce an open call for strategic partnerships to support the scale-up of its closed-loop, on-farm carbon removal program — already operating with 13 Alberta farms and over 10,000 acres of regenerative hemp cultivation.
The initiative builds on Hempalta's existing verified success and aims to expand to 25,000 acres in Alberta, delivering high-durability carbon removal credits through the transformation of agricultural waste into biochar — a nature-based climate solution recognized for its permanence and co-benefits to soil health.
Using a full-circle model, industrial hemp is grown, harvested, converted to biochar on the same farm, and reintroduced into the soil - turning agricultural biomass into a long-term carbon sink while enriching farmland and reducing waste.
Partnership opportunities are open in the following areas:
"We're already working with over a dozen farms in Alberta and we've verified more than 44,000 tonnes of carbon removal," said Darren Bondar, CEO of Hempalta. "This isn't theory, it's the planned evolution and it's happening. It's one of the most scalable nature-based carbon models in Canada and will set the precedent for our other global partnerships that are already part of our regenerative agriculture program," said Darren Bondar, CEO of Hempalta.
"By closing the loop on-farm, we reduce waste, regenerate soil, and create high-integrity, carbon credits designed to meet Alberta's TIER compliance standards — with full traceability and permanence. Our credits are also structured to meet evolving global standards under the Voluntary Carbon Market and Article 6.2 of the Paris Agreement, making them ideal for both Alberta-based emitters and international ESG buyers. We're now opening the door for more partners to scale it with us."
As Alberta navigates a wave of incoming data centers and industrial growth, Hempalta believes the province must also scale its carbon infrastructure in parallel. "You can't unlock the next generation of digital infrastructure without climate infrastructure to balance it," Bondar added. "Our project is that solution — made in Alberta, built on nature, and future-proofed through technology."
Hempalta's carbon credits are verified under ISO 14064-2 by Control Union and tracked through its blockchain-enabled registry, Trusted Carbon. The Company is actively securing multi-year offtake partners for a proposed $45M, 5-year carbon credit delivery framework, subject to regulatory review and market demand.
Interested partners can learn more or submit inquiries at:
carboncredits@hempalta.com | www.hempalta.com
About Hempalta Corp.
Hempalta Corp. (TSXV: HEMP) is advancing scalable, nature-based carbon removal through industrial hemp and on-farm biochar deployment. Through its subsidiary Hemp Carbon Standard, the Company provides ISO-certified carbon credits verified via AI, satellite monitoring, and blockchain infrastructure.
Media Contact:
Darren Bondar
CEO, Hempalta Corp.
invest@hempalta.com
www.hempalta.com | www.hempcarbonstandard.org | www.trustedcarbon.org |
TSXV: HEMP
Neither the 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 press release.
Forward-Looking Information
This news release contains statements and information that, to the extent they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information is typically, but not always, identified by the use of words such as "expects," "plans," "continues," "intends," "anticipates," "potential," "aims," "will," and similar words, including negatives thereof, or other similar expressions concerning matters that are not historical facts. Forward-looking information in this news release includes, but is not limited to, statements regarding: the Company's ability to secure new strategic partnerships; the Company focusing on nature-based carbon credit generation; the Company focusing on scaling carbon credit issuance; the sale of verified carbon credits; the Company seeking to establish multi-year offtake agreements; the Company remaining focused on unlocking long-term value through its pivot to carbon credit markets; the sale of TIER-eligible and voluntary market carbon credits; the long-term permanence of biochar-based removals; the scalability of its nature-based carbon model and the Company building a scalable platform to support nature-based climate solutions. Such forward-looking information is based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: continued support from major shareholders and new investors; demand for nature-based carbon removal credits; successful onboarding of additional farmers and indigenous partners; favorable regulatory conditions; availability and deployment of biochar systems at scale; supportive market conditions and regulatory alignment in Alberta and internationally; and Hempalta's ability to execute its strategic plan and secure necessary financing or credit offtake agreements on reasonable terms. Although the Company believes that the assumptions and factors on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that it will prove to be correct or that any of the events anticipated by such forward-looking information will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Actual results may vary from those currently anticipated due to a number of factors and risks, including, but not limited to: economic conditions and capital market volatility; changes in carbon credit market demand or pricing; regulatory changes; operational risks, including the ability to successfully implement the Hemp Carbon Standard program at scale; the Company has limited financial resources and may require additional funds to continue operating; the Company may not generate sufficient revenue to maintain operations; the forecasts and models of the Company could be inaccurate; the risk that the Company may not be able to sell carbon removal credits as anticipated or at all; inability to retain key personnel; delays in technology deployment or verification; economic volatility or disruptions to financing; and weather-related challenges impacting hemp cultivation. The forward-looking information included in this news release is made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise, except as required by applicable law.
Click here to connect with Hempalta Corp. (TSXV: HEMP) to receive an Investor Presentation
CoTec Holdings Corp. (TSXV:CTH)(OTCQB:CTHCF) ("CoTec") and Mkango Resources Ltd. (AIM:MKA)(TSXV:MKA) ("Mkango") are pleased to announce HyProMag USA, LLC, a Delaware corporation ("HyProMag USA" or the "Project") has received a Make More in America (MMIA) domestic finance letter of interest ("LOI") from the U.S. Export-Import ("EXIM") Bank for its first integrated rare earth recycling and magnet making facility in Dallas-Fort Worth, Texas.
In terms of the letter, EXIM may be able to consider potential financing of up to $92 million of the project's costs with a repayment tenor of 10 years.
Julian Treger, CoTec CEO commented: "We are very pleased with EXIM's interest in the Project. The Project is strongly aligned with EXIM's "Make More in America" initiative, which provides beneficial financing terms for U.S. companies facing oversees competition to ensure the United States reshores certain critical export areas, including the domestic manufacturing of permanent NdFeB magnets. We believe that the Project could be a major contributor to the United States' targeted permanent magnet independence and the speed at which HyProMag USA's capabilities could be deployed distinguishes the Project from potential competitors."
Will Dawes, Mkango CEO commented: "The HyProMag USA development will be transformational for rare earth supply chains in the United States, and we are very pleased to see this reflected in the interest from EXIM. With the detailed engineering phase for the project well underway, HyProMag USA is well positioned to create a major new domestic hub for recycling and magnet manufacturing, and a platform for further growth in North America."
The issuance of this LOI is aligned with Executive Order 2421 of March 20, 2025 "Immediate Measures to Increase American Mineral Production" which includes near-term actions to be determined and implemented by the agencies to fast-track permits, mobilize capital for mineral producers, and create offtake agreements for strategic stockpiling for minerals critical to the United States' defense, technology, and energy.
HyProMag is commercializing Hydrogen Processing of Magnet Scrap (HPMS) recycling technology in the UK, Germany and the United States. HPMS technology was developed at the Magnetic Materials Group (MMG) at the University of Birmingham, underpinned by approximately US$100 million of research and development funding, and has major competitive advantages versus other rare earth magnet recycling technologies, which are largely focused on chemical processes but do not solve the challenges of liberating magnets from end-of-life scrap streams.
In November 2024, HyProMag announced an independent Feasibility Study which includes a Dallas Fort Worth recycling and magnet Hub, and two pre-processing facilities located in South Carolina and Nevada respectively[i]. In March 2025, HyProMag USA announced the expansion of the detailed engineering phase to include three HPMS vessels[ii] and that it was initiating concept studies for further expansion and complementary "Long Loop" recycling[iii]. The DFW Hub's annual production is expected to be 750 metric tons per annum of recycled sintered NdFeB magnets and 807 metric tons per annum of associated NdFeB co-products (total payable capacity - 1,557 metric tons NdFeB within five years of commissioning) over a 40-year operating life. It is expected the production facility will provide significant optionality to supply the U.S. market with additional NdFeB alloy powder while assisting in revitalising the U.S. magnet sector with the creation of 90-100 skilled magnet manufacturing jobs.
In March 2025, HyProMag USA announced the results of an independent ISO-Compliant product carbon footprint study which confirmed an exceptionally low CO2 footprint of 2.35 kg CO2 eq. per kg of NdFeB cut sintered block product.[iv]
Ownership
HyProMag USA is owned 50:50 by CoTec and HyProMag Limited ("HyProMag"). HyProMag is 100 per cent owned by Maginito Limited ("Maginito"), which is owned on a 79.4/20.6 per cent basis by Mkango and CoTec.
About CoTec Holdings Corp.
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.
For more information, please visit www.cotec.ca.
About Mkango Resources Ltd.
Mkango is listed on the AIM and the TSX-V. Mkango's corporate strategy is to become a market leader in the production of recycled rare earth magnets, alloys and oxides, through its interest in Maginito Limited, which is owned 79.4 per cent by Mkango and 20.6 per cent by CoTec, and to develop new sustainable sources of neodymium, praseodymium, dysprosium and terbium to supply accelerating demand from electric vehicles, wind turbines and other clean energy technologies.
Maginito holds a 100 per cent interest in HyProMag and a 90 per cent direct and indirect interest (assuming conversion of Maginito's convertible loan) in HyProMag GmbH, focused on short loop rare earth magnet recycling in the UK and Germany, respectively, and a 100 per cent interest in Mkango Rare Earths UK Ltd ("Mkango UK"), focused on long loop rare earth magnet recycling in the UK via a chemical route.
Maginito and CoTec are rolling out HPMS recycling technology into the United States via the 50/50 owned HyProMag USA joint venture company.
Mkango also owns the advanced stage Songwe Hill rare earths project in Malawi ("Songwe") and the Pulawy rare earths separation project in Poland ("Pulawy"). Both the Songwe and Pulawy projects have been selected as Strategic Projects under the European Union Critical Raw Materials Act. Mkango has signed a letter of Intent with Crown PropTech Acquisitions to list the Songwe and Pulawy projects on NASDAQ via a SPAC Merger.
For more information, please visit www.mkango.ca
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR'), which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements (within the meaning of that term under applicable securities laws) with respect to Mkango and CoTec. Generally, forward-looking statements can be identified by the use of words such as "plans", "expects" or "is expected to", "scheduled", "estimates" "intends", "anticipates", "believes", or variations of such words and phrases, or statements that certain actions, events or results "can", "may", "could", "would", "should", "might" or "will", occur or be achieved, or the negative connotations thereof. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Such factors and risks include, without limiting the foregoing, the availability of the potential financing from EXIM, the expected annual production from HyProMag USA, the availability of (or delays in obtaining) financing to develop Songwe Hill, the Recycling Plants being developed by Maginito in the UK, Germany and the United States (the "Maginito Recycling Plants"), governmental action and other market effects on global demand and pricing for the metals and associated downstream products for which Mkango is exploring, researching and developing, geological, technical and regulatory matters relating to the development of Songwe Hill, the ability to scale the HPMS and chemical recycling technologies to commercial scale, competitors having greater financial capability and effective competing technologies in the recycling and separation business of Maginito and Mkango, availability of scrap supplies for Maginito's recycling activities, government regulation (including the impact of environmental and other regulations) on and the economics in relation to recycling and the development of the Maginito Recycling Plants, and the Pulawy separation plant and future investments in the United States pursuant to the proposed cooperation agreement between Maginito and CoTec, the outcome and timing of the completion of the Feasibility Studies, cost overruns, complexities in building and operating the plants, and the positive results of Feasibility Studies on the various proposed aspects of Mkango's, Maginito's and CoTec's activities. The forward-looking statements contained in this press release are made as of the date of this news release. Except as required by law, the Company and CoTec disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise, except as required by applicable law. Additionally, the Company and CoTec undertake no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
For further information on CoTec, please contact:
CoTec Holdings Corp.
Braam Jonker
Chief Financial Officer
braam.jonker@cotec.ca
+1 604 992-5600
For further information on Mkango, please contact:
Mkango Resources Limited
William Dawes
Chief Executive Officer
will@mkango.ca
+1 403 444 5979
Alexander Lemon
President
alex@mkango.ca
www.mkango.ca
@MkangoResources
SP Angel Corporate Finance LLP
Nominated Adviser and Joint Broker
Jeff Keating, Jen Clarke, Devik Mehta
UK: +44 20 3470 0470
Alternative Resource Capital
Joint Broker
Alex Wood, Keith Dowsing
UK: +44 20 7186 9004/5
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any equity or other securities of the Company in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
Show 240.73 meters of Critical Metal Mineralization, Iron, Titanium, Vanadium, Scandium and Gallium
Troy Minerals Inc. ("Troy" or the "Company") (CSE:TROY)(OTCQB:TROYF)(FSE:VJ3) is pleased to announce that complete results from Hole LO24-01 show strong critical metal mineralization over continuous 240.73 meters (from 10.67 meters to 251.40 meters) from its maiden drilling program on its 100% owned Lake Owen Project (the "Project"), located 50 km southwest of Laramie, Wyoming, USA (see Figures 1,2).
The Project is a Proterozoic layered mafic intrusion complex historically explored for Platinum Group Elements (PGE). Similar to the Stillwater Complex in the USA and the Merensky Reef of South Africa, the Lake Owen Complex shows strong potential for vanadium, titanium, PGE, and associated metals.
In late 2024, the Company drilled two diamond holes totaling 607.77 meters near the southwestern claims' boundary (see Figure 3), marking Troy Minerals' first drill holes on the Project. These holes targeted titanium (TiO2) and vanadium (V2O5) mineralization linked with magnetite in gabbro, as well as reef-style PGE mineralization (see Company News Release dated February 28, 2025).
A first pass of selective sampling of the drill holes had been carried out and demonstrated presence of anomalous titanium and vanadium mineralization. Elevated values of vanadium are correlative with the titanium. Sampling was selected to assess various lithological units and all zones with magnetite content up to 15-20% and/or visible sulfide mineralization. Magnetite content in the gabbro in hole LO24-01 is consistently about 5-10%. In LO24-01, the initially limited sampling suggested a large zone of titanium and vanadium-enrichment and higher relative values correlate well with the green gabbro. Associated with these anomalous zones have been elevated concentrations of scandium.
Based on these initial results, additional infill sampling through all prospective lithologies was carried out by Company personnel in January, 2025. Results exhibit robust critical metal mineralization over 240.73 meters in hole LO24-01, including:
Concurrent with Company infill sampling, geologists from the USGS and Wyoming State Geological Survey (WSGS) collected samples for Whole Rock, Major Oxides, and thin section analyses. Results of the USGS and WSGS work are pending.
"Our recent geological and geophysical findings, coupled with promising initial drilling results, are significantly enhancing our confidence in the Lake Owen Project. Each new insight reinforces our belief that this project deserves a robust exploration budget in the near future." Said Yannis Tsitos, President of Troy. "Beyond the historically recognized high grades of iron, titanium, and vanadium, the recent discovery of scandium and gallium-critical metals essential for applications in metal alloys, military and civil aviation, semiconductors, electric vehicles, and solar panels-underscores the project's immense potential for both our Company and the State of Wyoming in USA. We are committed to maximizing shareholder value through strategic development plans for Lake Owen, alongside our silica and rare earth element (REE) initiatives."
Table 1: Drill hole specifications
Hole ID | Location (UTM Zone 13 North, NAD83) | Total Depth (m) | Orientation (°) | |||
Easting | Northing | Elevation (m) | Azimuth | Dip | ||
LO24-01 | 402871 | 4553588 | 2731 | 281.33 | 210 | -45 |
LO24-02 | 403004 | 4553382 | 2732 | 326.44 | 210 | -45 |
Drill hole LO24-01 was designed to test the extent of the Lower Mag Gabbro down to the basement contact. Drilling revealed a series of interlayered magnetic gabbro and a distinctive coarse-grained green gabbro. The green coloration is imparted by pyroxenes altering to chlorite. These layers are generally constrained to widths of less than 4 metres.
Table 2: Drill hole LO24-01 intersections
Hole ID | Interval (m) 1 | Results 2 | ||||||
From | To | Length | TiO2 (%) | V2O5 (%) | FeO (%) | Sc2O3 (ppm) | Ga2O3 (ppm) | |
LO24-01 | 10.67 | 251.40 | 240.73 | 1.53 | 0.10 | 15.95 | 69.7 | 26.2 |
incl | 29.93 | 55.78 | 25.85 | 1.98 | 0.12 | 19.00 | 82.7 | 28.8 |
and | 96.93 | 103.02 | 6.09 | 1.87 | 0.12 | 19.07 | 80.1 | 27.5 |
and | 115.61 | 131.98 | 16.37 | 1.74 | 0.11 | 18.44 | 82.4 | 24.5 |
and | 188.06 | 234.09 | 46.03 | 1.63 | 0.10 | 16.26 | 69.9 | 26.6 |
1: All intersections lengths are drill indicated thicknesses; insufficient work has been completed to reliably determine true thicknesses.
2: Elemental geochemical analyses were converted to oxides using following conversion factors
Titanium - 1.6681, Vanadium - 1.7852, Iron - 1.2865, Scandium - 1.5338, Gallium - 1.3442
Drill hole LO24-02 intersected gabbroic units that are weakly magnetic and contain no anomalous values of titanium, vanadium, or scandium. This drill hole was collared deeper in the sequence than hole LO24-01; further down dip and stratigraphically lower in the Lower Mag Unit.
Drill core was detail logged and sampled by Company staff. Core was split by saw with samples sent to ALS Global's laboratory in Reno, NV for preparation and analysis. Samples were analyzed for multi-elements (ME-MS61). The Company's quality control monitoring consisted of inserting certified reference and blank material in the sample stream. No quality control issues were identified.
Only a very small portion of the Lake Owen Complex and therefore our Claims has been drill-tested to date. As currently mapped, the prospective Lower Mag Gabbro unit continues along strike to the west. The Company has yet to drill test the stratigraphically higher Upper Mag Gabbro. Surface mapping and sampling in 2023 identified two massive magnetite rock samples that returned 8.812% TiO2 and 0.548% V2O5, and 15.505% TiO2 and 0.586% V2O5 respectively (Figure 5). These represent priority drill targets for 2025. An historical drill hole was completed here not by Troy, but there was no assessment of titanium, vanadium, or scandium.
Troy Minerals is planning its summer fieldwork for the Lake Owen Project. After analyzing airborne geophysical data, as reported in the May 21, 2025 news release, Troy will collect soil samples and conduct geological mapping and sampling. The aim is to refine drill targets for the 2026 season, including a relevant drilling pads application.
Qualified Person
The information contained in this news release has been reviewed and approved by Ted Vander Wart, P.Geo., a consultant to the Company, who is a qualified person as defined under National Instrument 43-101.
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), 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 | CEO & 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") announces that, further to its news release of May 20, 2025, it has filed an amended and restated offering document in connection with its proposed financing under the Listed Issuer Financing Exemption (as defined below), whereby the Company intends to raise up to $5 millionthrough an offering of up to 6,410,256 units (each, a "Unit") at a price of $0.78 per Unit (the "LIFE Offering").
Concurrently with the LIFE Offering, as previously announced, the Company also intends to complete a private placement financing whereby the Company intends to raise up to $5,000,000 through an offering of up to 6,410,257 Units to be priced at $0.78 per Unit (the "Concurrent Offering" and together with the LIFE Offering, the "Offering"). The Common Shares offered under the Concurrent Offering will be subject to a four month and one day hold period in accordance with applicable Canadian securities laws.
Among other things, the amended and restated offering document clarifies that the completion of the LIFE Offering is conditional upon the concurrent completion of the Concurrent Offering resulting in the issuance under the Offering collectively of at least 6,410,257 Units for aggregate gross proceeds of at least $5,000.000.
The Offering is expected to close on or about June 15, 2025 or such other date or dates as the Company may determine, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. For further details regarding the Offering please refer to the Company's news release of May 20, 2025 and the amended and restated offering document.
There is an amended and restated offering document related to the LIFE Offering that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.cotec.ca. Prospective investors should read this amended and restated offering document before making an investment decision.
The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any applicable securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent such registration or an applicable exemption from such registration requirements. This release does not constitute an offer for sale or the solicitation of an offer to buy any of the securities in the United States or to, or for the account or benefit of, a U.S. person. "U.S. Person" and "United States" are as defined in Regulation S under the U.S. Securities Act, or elsewhere.
About CoTec
CoTec is a publicly traded investment issuer listed on the TSXV and the OTCQB and trades under the symbols 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 Statements
Statements in this press release regarding the Company, the Offerings and its investments 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 together with 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-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) 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
Click here to connect with CoTec Holdings Corp. (TSXV:CTH) to receive an Investor Presentation
CoTec Holdings Corp. (TSXV:CTH) ("CoTec" or the "Company") today announces that it has received the approval of the TSX Venture Exchange (the "TSXV") for the conversion component of its convertible loan agreement dated November 25, 2024 (as amended, the "Convertible Loan Agreement") with Kings Chapel International Limited ("Kings Chapel"), previously disclosed in the Company's news releases dated November 25, 2024 and February 28, 2025.
The outstanding principal amount under the Convertible Loan Agreement as at May 30, 2025 is $6,351,387 and $664,668 in interest has accrued thereunder.
The outstanding principal amount under the Convertible Loan Agreement will be converted into common shares of the Company ("Common Shares") (i) at any time at Kings Chapel's election, at a price of CAD$0.75 per Common Share, and (ii) automatically at a price of CAD$0.75 per Common Share, 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 CAD$1.00. No conversion of the outstanding principal amount will occur to the extent that, after giving effect to the conversion, Kings Chapel, its affiliates and any person with whom Kings Chapel or its affiliates would own more than 49% of the outstanding Common Shares.
Kings Chapel is an existing insider and Control Person (as defined by TSX Venture Exchange ("TSXV") Rules) of the Company. Julian Treger, a director of the Company and its Chief Executive Officer, is a beneficiary of a family trust associated with Kings Chapel. As a result, the execution of the Convertible Loan Agreement was a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI61-101"). The execution of the Convertible Loan Agreement was 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 is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 because the fair market value of neither the Convertible Loan Agreement nor the Common Shares issuable pursuant to the conversion of the outstanding principal amount under the Convertible Loan Agreement exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101.
All securities issuable in connection with the Convertible Loan Agreement will be subject to a statutory hold period of four months plus a day from the date of the Convertible Loan Agreement in accordance with applicable securities legislation in Canada.
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 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.
For more information, please visit www.cotec.ca.
For further information, please contact:
Braam Jonker - (604) 992-5600
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Click here to connect with CoTec Holdings Corp. (TSXV:CTH) to receive an Investor Presentation