GROUPE DYNAMITE REPORTS FIRST QUARTER FISCAL 2025 RESULTS, MARKING 10 CONSECUTIVE QUARTERS OF POSITIVE COMPARABLE STORE SALES GROWTH Français
Guidance raised to a range of 7.5% to 9.0% on comparable store sales growth for Fiscal 2025
Market-leading inventory turnover of 8.5x, driven by our remarkable agility
Reduction by more than 50% of China receipts into the U.S. in response to tariffs
Share buyback program initiated and expanded with the adoption of an automatic share purchase plan
MONTRÉAL, June 17, 2025 /CNW/ - Groupe Dynamite Inc. ("Groupe Dynamite" or the "Company") (TSX: GRGD) today reported its financial results for the fiscal year 2025's first quarter ended May 3, 2025.
"We're marking a milestone quarter in every sense. As we celebrate Garage's 50th anniversary, we're also celebrating performance that speaks for itself: 13.0% comparable store sales growth on top of last year's 16.4%, and strong momentum carrying into Q2, with comps trending even higher. Our luxury-inspired business model continues to deliver, driven by agility, emotional connection, and a culture that shows up every day with purpose. With the launch of our inaugural ESG report and our Shared Success Program, we remain focused on building lasting value for our customers, our people, and our shareholders," said Andrew Lutfy, Chief Executive Officer and Chair of the Board.
"This quarter, we saw what's possible when product, marketing, and the field are fully aligned. Our collections were supported by strong storytelling across every channel—and brought to life by a community that believes in the brand, from store teams to influencers to loyal customers. With strong execution and momentum across the business, and the launch of our U.S. distribution center next quarter, we're set to deliver even faster, sharper, and more connected brand experiences," added Stacie Beaver, President & Chief Operating Officer.
Fiscal 2025 First Quarter Highlights
Revenue increased by 20.0% to $226.7 million in Q1 2025, compared to $188.9 million in Q1 2024.
Comparable store sales growth (1) of 13.0% in Q1 2025, over and above comparable store sales growth of 16.4% in Q1 2024.
Retail sales per square foot (1) increased by 16.0% compared to Q1 2024, reaching $756 in Q1 2025.
SG&A increased to $74.7 million in Q1 2025, compared to $66.2 million in Q1 2024, and adjusted SG&A as a percentage of sales (1) decreased to 32.4% from 34.6% over the same period in Fiscal 2024.
Operating income increased by 16.2% to $44.3 million in Q1 2025, compared to $38.2 million in Q1 2024.
Adjusted EBITDA (1) increased by 19.8% to $66.8 million in Q1 2025, representing an adjusted EBITDA margin (1) of 29.5%, unchanged from the same period in Fiscal 2024.
Diluted net earnings per share increased to $0.24 in Q1 2025, compared to $0.22 in Q1 2024 and adjusted diluted net earnings per share (1) increased by 8.7% to $0.25 in Q1 2025, compared to $0.23 in Q1 2024.
Real estate activity for Q1 2025 includes:
Opening of 1 gross new store in the United States under the Garage banner
Closure of 2 stores: 1 in the United States under the Dynamite banner and 1 in Canada also under the Dynamite banner
Relocation of 3 stores: 1 in the United States under the Garage banner and 2 in Canada also under the Garage banner.
Ratios and Recent Developments
Inventory turnover (1) improved to 8.50x in Q1 2025, compared to 7.59x in Q1 2024.
Net leverage ratio (1) was 0.92x in Q1 2025, down from 1.79x in Q1 2024.
Return on assets ("ROA") (1) improved to 23.8% in Q1 2025, compared to 20.0% in Q1 2024.
Return on capital employed ("ROCE") (1) reached 44.5% in Q1 2025, compared to 37.4% in Q1 2024.
During the quarter, the Company repurchased 168,900 shares at an average price of $13.74 for a total of approximately $2.3 million. As of June 13, a total of 393,600 shares have been repurchased since the inception of the normal course issuer bid.
_________
Notes:
(1)
Refer to "Non-IFRS Measures including Non-IFRS Financial Measures, Non-IFRS Ratios, Supplementary Financial Measures and Retail Industry Metrics" section of this press release for further details concerning these measures including definitions and reconciliations of each non-IFRS financial measure to the relevant reported IFRS financial measure. Non-IFRS financial measures and non-IFRS ratios do not have a standardized meaning under IFRSÒ Accounting Standards, as issued by the International Accounting Standards Board (IASB) ("IFRS Accounting Standards") which are used to prepare the Company's financial statements and might not be comparable to similar financial measures presented by other entities.
(2)
All references to "Q1 2025" are to the Company's 13-week period ended May 3, 2025; to "Q1 2024" are to the Company's 13-week period ended May 4, 2024; to "Fiscal 2024" are to the Company's fiscal year ended February 1, 2025; to "Fiscal 2025" are to the Company's fiscal year ending January 31, 2026.
Outlook
The table below outlines the Company's revised financial annual guidance ranges for Fiscal 2025 replacing our previously disclosed guidance:
Our achievement of these targets is subject to several risks and uncertainties, including the following: (1)
Adverse effects from future policy or legislative changes, tariffs (in addition to those currently in place) that may be imposed by the United States, or retaliatory tariffs from other countries and the United States.
Failing to successfully locate our stores in suitable locations and any impairment of a store location, including any decrease in customer traffic.
Failing to negotiate lease agreements for the store pipeline for Fiscal 2025, along with the risk of delays in construction activities beyond our control, and substantial increases in occupancy costs.
Failing to complete the renovations and relocations scheduled for Fiscal 2025, which is expected to be between approximately 10 to 15, including 3 DYN 3.0 store concepts in Canada.
Headwinds of $4 to $5 million in incremental public company costs, or a 40-basis point impact on adjusted EBITDA margin, which is included in the outlook table above.
Maintaining recent levels of comparable store sales or retail sales per square foot.
Disruption of our strategic relationships with suppliers, impairing open-to-buy visibility.
Failing to optimize merchandise and anticipate and respond to constantly changing consumer demands and fashion trends.
Failing to protect and enhance our brands.
Failing to attract new customers, or retain existing customers, or to maintain or increase sales to those customers.
Failing to actively manage product margins, including the implementation of effective pricing strategies.
Obstacles to the ongoing implementation of in-store productivity initiatives and the achievement of cost savings intended to improve operating expenses.
Any material disruption in our information technology systems and e-commerce business.
The occurrence of unusually adverse weather, particularly during peak seasons.
Adverse changes in the general economic conditions and consumer spending in Canada, the United States and other parts of the world.
First Quarter Fiscal 2025 Financial Results
Revenue
Total revenue for Q1 2025 increased by $37.8 million or 20.0% compared to Q1 2024. This growth was primarily due to a 13.0% increase in comparable store sales and contributions from new stores. Penetration of online revenue for the quarter has therefore increased by 0.1% from 16.3% in Q1 2024 to 16.4% in Q1 2025.
Cost of sales and gross profit
Gross profit for Q1 2025 increased by $20.1 million or 16.6% compared to Q1 2024, with gross margin (1) declining by 180 basis points to 62.1%, reflecting the impact of additional tariffs, partly offset by our mitigation efforts.
SG&A and Adjusted SG&A as a percentage of sales
SG&A for Q1 2025 increased by $8.5 million or 12.8% compared to Q1 2024. This increase was primarily driven by the Company's growing scale and activities, leading to a $3.3 million increase in wages, salaries, and employee benefits. Additionally, during Q1 2025, the Company strategically increased its marketing investment by launching more initiatives aimed at driving brand awareness, resulting in a $3.1 million increase in selling and marketing expenses compared to Q1 2024. Administrative costs increased by $2.1 million, negatively impacted by $0.5 million of professional fees related to the IPO. Adjusted SG&A as a percentage of sales improved to 32.4% in Q1 2025 down from 34.6% in Q1 2024.
Net earnings and adjusted net earnings
Net earnings for Q1 2025 increased by $3.4 million or 14.2% compared to Q1 2024. This growth is mainly attributed to higher revenue, partially offset by higher net financing costs and increased depreciation and amortization. Adjusted net earnings (1) for Q1 2025 increased by $3.6 million or 14.5% compared to Q1 2024.
Operating income and adjusted EBITDA
Operating income for Q1 2025 increased by $6.2 million or 16.2% to reach $44.3 million in Q1 2025 compared to $38.2 million in Q1 2024. Similarly, adjusted EBITDA for Q1 2025 increased by $11.1 million or 19.8% to reach $66.8 million compared to $55.8 million in Q1 2024. The adjusted EBITDA margin remained stable at 29.5% in Q1 2025, compared to the same period last year despite a decrease in gross margin. This reflects the benefits of operating leverage and effective cost management in a dynamic and challenging environment.
Working capital
As of May 3, 2025, we have maintained a strong inventory turnover ratio of 8.50x, compared to 7.59x as of May 4, 2024, with current assets of $198.8 million (including $106.6 million in cash) and current liabilities of $184.8 million. Inventory continues to be minimized through agile product development and strategic sourcing, driven by our high open-to-buy ratio.
Free cash flow
The Company reported robust free cash flow (1), achieving $41.6 million in Q1 2025, up from $36.6 million in Q1 2024, reflecting stronger cash generation despite a $10.8 million increase in CAPEX to $21.1 million.
Net leverage ratio
The Company's net leverage ratio decreased to 0.92x compared to 1.79x last year. This improvement is due to the increase in adjusted EBITDA, coupled with the repayment of all of its outstanding borrowings under the credit facilities which has more than offset the increase in lease liabilities and allowed the Company to reduce leverage significantly. At the end of Q1 2025, the Company has over $106.6 million in cash and $312 million available under credit facilities, providing flexibility to drive growth, invest in strategic initiatives and manage market volatility.
ROA of 23.8% for Q1 2025 has increased from the ROA of 20.0% for Q1 2024. This improvement indicates a significant boost in the Company's ability to leverage its assets more effectively than in previous periods.
For Q1 2025, our ROCE reached 44.5%, compared to 37.4% in Q1 2024, highlighting the effectiveness of our recent strategies and investments.
As at
In thousands of Canadian dollars
May 3,
2025
Feb 1,
2025
$
$
Cash
106,572
74,195
Inventories
46,147
44,952
Total current assets
198,843
161,568
Property and equipment
117,243
107,465
Right-of-use assets
346,507
330,105
Total assets
683,882
618,637
Long-term portion of lease liabilities
352,671
340,102
Total non-current liabilities
352,671
340,102
Total liabilities
537,499
477,323
Total shareholders' equity
146,383
141,314
Total debt (1)
394,987
372,581
Net debt (1)
288,415
298,386
_______________
Notes:
(1)
Refer to "Non-IFRS Measures including Non-IFRS Financial Measures, Non-IFRS Ratios, Supplementary Financial Measures and Retail Industry Metrics" section of this Press Release for further details concerning these measures including definitions and reconciliations of each non-IFRS financial measure to the relevant reported IFRS financial measure. Non-IFRS financial measures and non-IFRS ratios do not have a standardized meaning under IFRS Accounting Standards, which are used to prepare the Company's financial statements and might not be comparable to similar financial measures presented by other entities
(2)
Number of stores is as at end of period.
(3)
Net earnings per share and Adjusted net earnings per share are calculated, after giving the effect, on a retrospective basis, to the Share Consolidation that occurred in connection with the Pre-Closing Reorganization on November 20, 2024.
First quarter results conference call
Groupe Dynamite will hold a conference call to discuss its Q1 2025 results today, June 17, 2025, at 10:30 a.m. (ET), followed by a question-and-answer period for financial analysts. Other interested parties may participate in the call on a listen-only basis via live audio webcast, accessible through the "Events & Presentations" tab on Groupe Dynamite's website at https://investors.groupedynamite.com/.
About Groupe Dynamite Inc.
Groupe Dynamite Inc. (TSX: GRGD) is a growth-oriented company striving for excellence in the fashion industry. Operating retail stores and digital experiences under two complementary and spirited banners—GARAGE and DYNAMITE—we offer a wide range of women's fashion apparel, catering to the needs of Generation Z and Millennials. With leading key operating metrics and a commitment to innovation and disciplined execution, we are proud to continue our ambitious growth plans. Guided by our mission, "Empowering YOU to be YOU, one outfit at a time," we are a values-led, inclusive organization committed to inspiring confidence and self-expression. Proudly rooted in the chic and vibrant city of Montréal, our culture, values and distinct brands position us to shape the future of fashion while attracting and inspiring the next generation of leaders and creators. Our ownership-mentality and entrepreneurial mindset is reflected in our Shared Success Program, through which all our 6,500 employees have ownership exposure. This alignment of interests and values fosters collaboration, fuels innovation, and creates meaningful long-term value for our team and stakeholders alike.
Non-IFRS Measures including Non-IFRS Financial Measures, Non-IFRS Ratios, Supplementary Financial Measures and Retail Industry Metrics
This press release makes reference to certain non-IFRS measures, including non-IFRS financial measures, non-IFRS ratios, supplementary financial measures and certain retail industry metrics. These measures are not recognized measures under IFRS Accounting Standards and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. In this press release, we use non-IFRS financial measures including "adjusted EBITDA", "adjusted EBITDA (after rent equivalent expense)", "free cash flow", "adjusted net earnings" and "adjusted net earnings per share" and non-IFRS ratios including "EBITDA margin", "adjusted EBITDA margin", "adjusted EBITDA (after rent equivalent expense) margin", "return on assets", "return on capital employed" and "net leverage ratio". We also use supplementary financial measures including "inventory turnover", "retail sales per square foot", "comparable store sales", "gross margin", "SG&A as a percentage of sales", "Adjusted SG&A as a percentage of sales" and "CAPEX" and other operating metrics commonly used in the retail industry.
Additional details for these non-IFRS and other financial measures, which are incorporated by reference herein, can be found in our Management's Discussion & Analysis for Q1 2025 under the section "Non-IFRS Measures including Non-IFRS Financial Measures, Non-IFRS Ratios, Supplementary Financial Measures and Retail Industry Metrics", which is posted on our website at https://groupedynamite.com/, and filed on SEDAR+ at www.sedarplus.ca. Reconciliations for each non-IFRS financial measure to the most directly comparable IFRS measures are provided below.
These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
EBITDA margin, adjusted EBITDA margin and adjusted EBITDA (after rent equivalent expense) margin.
13-week periods ended
In thousands of Canadian dollars
May 3, 2025
May 4, 2024
$
$
Operating income
44,323
38,152
Depreciation and amortization
21,299
16,754
EBITDA
65,622
54,906
EBITDA margin
29.0 %
29.1 %
13-week periods ended
In thousands of Canadian dollars
May 3, 2025
May 4, 2024
EBITDA
$ 65,622
$ 54,906
Adjustments to EBITDA
Stock-based compensation expense
660
859
Professional fees related to the IPO
543
-
Total adjustments
1,203
859
Adjusted EBITDA
66,825
55,765
Adjusted EBITDA margin
29.5 %
29.5 %
13-week periods ended
In thousands of Canadian dollars
May 3, 2025
May 4, 2024
$
$
Adjusted EBITDA
66,825
55,765
Depreciation of right-of-use assets
(14,459)
(12,605)
Interest expense on lease liabilities
(6,525)
(5,419)
Adjusted EBITDA (After Rent Equivalent Expense)
45,841
37,741
Adjusted EBITDA (After Rent Equivalent Expense) margin
20.2 %
20.0 %
Adjusted SG&A as a percentage of sales
13-week periods ended
In thousands of Canadian dollars
May 3, 2025
May 4, 2024
$
$
SG&A
74,691
66,233
Adjustments to SG&A
Stock-based compensation expense
660
859
Professional fees related to the IPO
543
-
Total adjustments
1,203
859
Adjusted SG&A
73,488
65,374
Adjusted SG&A as a percentage of sales
32.4 %
34.6 %
Adjusted net earnings
13-week periods ended
In thousands of Canadian dollars, except per share data
May 3, 2025
May 4, 2024
$
$
Net earnings
27,336
23,937
Adjustments to net earnings
Stock-based compensation expense
660
859
Professional fees related to the IPO
543
-
Income tax (recovery) expense on taxable items above
(144)
-
Total adjustments
1,059
859
Adjusted net earnings
28,395
24,796
Adjusted net earnings per share
Basic
$0.26
$0.23
Diluted
$0.25
$0.23
Return on assets or ROA
52-week and 53-week periods ended
In thousands of Canadian dollars
May 3, 2025
May 4, 2024
$
$
Adjusted net earnings
151,352
108,108
Average total assets
636,407
541,226
Return on assets
23.8 %
20.0 %
Return on capital employed or ROCE
52-week and 53-week periods ended
In thousands of Canadian dollars
May 3, 2025
May 4, 2024
$
$
Adjusted EBITDA
314,327
244,870
Depreciation and amortization
(81,304)
(69,884)
Adjusted EBITDA reduced by depreciation and amortization
233,023
174,986
Capital employed
Average total Assets
636,407
541,226
- Average total current liabilities
(155,780)
(122,043)
+ Average short-term portion of long-term debt
9,924
19,820
+ Average short-term portion of lease liabilities
32,713
28,671
Average total capital employed
523,264
467,674
Return on capital employed
44.5 %
37.4 %
Free cash flow
13-week periods ended
In thousands of Canadian dollars
May 3, 2025
May 4, 2024
$
$
Cash from operating activities
62,695
46,816
Additions to property and equipment
(18,774)
(8,470)
Additions to intangible assets
(2,297)
(1,765)
Free cash flow
41,624
36,581
Net leverage ratio
52-week and 53-week periods ended
In thousands of Canadian dollars
May 3, 2025
May 4, 2024
Net debt
$
$
Long-term debt including current portion
-
165,135
Lease liabilities including current portion
394,987
306,297
- Cash
(106,572)
(33,933)
Total net debt
288,415
437,499
Adjusted EBITDA
314,327
244,870
Net leverage ratio
0.92
1.79
Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable Canadian securities legislation. Forward-looking information may relate to our future financial outlook (including our revised guidance for Fiscal 2025) and anticipated events or results and may include statements relating to: our business, brand positioning, brand awareness and brand expansions, the expected opening (and timing) of our U.S. distribution center, our planned U.K expansion, our expectations on our ability to continue creating accessible fashion and delivering on-trend products, our expectations regarding the expansion and optimization of our store footprint and the achievements that can be derived therefrom, our expectations regarding reinvestment in our business, our financial performance, financial position and use of liquidity, the remodeling and relocation of existing stores, our expectations regarding our growth rates and growth strategies, and the impact of any tariffs imposed by the United States, Canada and other countries on the Company's operations and financial position. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances.
Forward-looking information is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Our assumptions underpinning forward-looking information include, but are not limited to, the following: expected short-, medium- and long-term discretionary spending and overall economic trends; successfully maintaining and enhancing our brands; marketing efforts, store renovations and store expansions will be successful and drive our revenue; maintaining our supplier relationships and a steady, cost-effective supply of inventories; successfully managing expenses and driving gross margin improvements; growing our e-commerce business and making headway in our international expansion efforts; successfully retaining key personnel including our chief executive officer; the absence of material changes to taxes, duties, tariffs and interest rates; the absence of further material disruptions in the international trade; the economy generally; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied.
Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Risks and uncertainties are discussed in the "Risk Factors" section of the Company's annual information form for Fiscal 2024 (the "AIF") which is incorporated by reference into this document. A copy of the AIF and the Company's other publicly filed documents can be accessed under the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The risks, uncertainties, opinions, estimates and assumptions referred to elsewhere in this press release should be considered carefully by readers. Accordingly, readers should not place undue reliance on forward-looking information. To the extent any forward-looking information in this press release constitutes future-oriented financial information or financial outlook, within the meaning of applicable Canadian securities legislation, such information is being provided to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. Future-oriented financial information and financial outlook, as with forward-looking information generally, are based on current assumptions and subject to risks, uncertainties and other factors. Furthermore, the forward-looking information contained in this press release represents our expectations as of the date of this press release (or as of the date it is otherwise stated to be made) and is subject to change after such date. We disclaim any intention, obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities legislation. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
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Market Check: The Transaction is the result of a robust strategic review process led by the Company's financial advisor, RBC Capital Markets, which included outreach to a broad pool of potential buyers and resulted in multiple acquisition proposals, of which the proposal submitted by the Purchaser offered the highest value to Shareholders. Formal Valuation: The Special Committee received an opinion from its independent valuator and financial advisor BMO Capital Markets ("BMO") that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. Fairness Opinion: The Special Committee received an opinion from BMO that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Arrangement Agreement Terms: The Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee advised by independent and highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board. Ability to Respond to Superior Proposal: Under the Arrangement Agreement, the Board of Directors, in certain circumstances until Shareholder approval is obtained, is able to consider any unsolicited acquisition proposals, and where the Board determines that an acquisition proposal is a superior proposal may, subject to a right to match in favour of the Purchaser, withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement. However, under the Arrangement Agreement the Company is required to proceed with holding a vote on the Transaction, even if the Board has changed its recommendation. Break Fee: The break fee payable by the Company of $50 million is only payable in limited circumstances such as where the Arrangement Agreement is terminated as a result of a change in the Board's recommendation. Reverse Break Fee: The Company is entitled to a reverse break fee of $75 million in certain circumstances, including if the Arrangement Agreement is terminated by the Company as a result of the Purchaser's failure to close. No Financing Condition: The Transaction is not subject to a financing condition. Minority Vote and Court Approval: The Transaction must be approved by two-thirds of the votes cast by Shareholders, as well as by a simple majority of the votes cast by Shareholders excluding the Shares held by the Rolling Shareholders and any other Shareholders required to be excluded from such vote in the context of a "business combination" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and by the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the Transaction to Shareholders. Support for the Transaction: As described above, the Rolling Shareholders as well as all of the directors and executive officers of the Company have entered into voting agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction. Formal Valuation and Fairness Opinion In connection with its review and consideration of the Transaction, the Special Committee engaged BMO as its independent valuator and financial advisor and requested that BMO prepare a formal valuation in accordance with MI 61-101. BMO delivered an oral opinion that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. In addition, BMO provided an oral opinion that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Additional Transaction Details The Transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Ontario). The Transaction is subject to a number of conditions customary for transactions of this nature, including, among others: (i) the approval of at least two-thirds of the votes cast by Shareholders (including the Rolling Shareholders) at a special meeting of Shareholders; (ii) the approval of a simple majority of the votes cast by Shareholders other than the Rolling Shareholders and any other Shareholders required to be excluded pursuant to MI 61-101 at such special meeting; (iii) clearance under the Competition Act (Canada); and (iv) court approval. Completion of the Transaction is not subject to a financing condition. The Company expects to hold the special meeting of Shareholders to consider and vote on the Transaction in September 2025. If approved at the meeting, the Transaction is expected to close in the fourth quarter of 2025, subject to court approval, Competition Act (Canada) clearance and other customary closing conditions. Following closing of the Transaction, the Purchaser intends to cause the Shares to be delisted from the TSX. The Preferred Shares will remain listed on the TSX. Jason Ellis is expected to remain First National's Chief Executive Officer and lead the business in all aspects of its operations. First National's current leadership team is also expected to continue following the conclusion of the Transaction. Further information regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which will be publicly filed under the Company's SEDAR+ profile at Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the independent valuation and fairness opinion and the rationale for the recommendation by the Special Committee and the Board will be provided in the information circular for the special meeting of Shareholders, which will also be filed under the Company's SEDAR+ profile at Early Warning Disclosure by the Rolling Shareholders Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Stephen Smith, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6, will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Stephen Smith, through Smith Financial Corporation ("SFC") and FNSC Holdings Inc. ("FNSC", and together with SFC, the "Smith Entities"), currently owns 22,409,355 of the issued and outstanding Shares representing approximately 37.4% of the issued and outstanding Shares (on a fully diluted basis). SFC intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Stephen Smith will beneficially own an indirect approximate 19% interest in First National. The Smith Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Stephen Smith's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Stephen Smith may be obtained by contacting: Justin Brenner, SVP, Managing Director, Smith Financial Corporation, [email protected], (647) 446-2122. Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Moray Tawse, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6 will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Moray Tawse, through 801420 Ontario Limited ("Tawse Holdco") and The Tawse Family Charitable Foundation (The Tawse Family Charitable Foundation together with Tawse Holdco, the "Tawse Entities"), currently owns 20,404,355 Shares representing approximately 34.0% of the issued and outstanding Shares (on a fully diluted basis). Tawse Holdco intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Moray Tawse will beneficially own an indirect approximate 19% interest in First National. The Tawse Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Moray Tawse's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Moray Tawse may be obtained by contacting: Eric Torelli, Chief Financial Officer, Chambertin Asset Management Ltd., [email protected], (416) 994-7507. The Company's head office address is 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6. Advisors RBC Capital Markets is acting as financial advisor to the Company. BMO Capital Markets is acting as financial advisor and independent valuator to the Special Committee. Torys LLP is acting as legal advisor to the Company. Blake, Cassels & Graydon LLP is acting as legal advisor to the Special Committee. CIBC Capital Markets is acting as financial advisor and Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Birch Hill and Brookfield. Birch Hill and Brookfield's debt financing for the transaction was fully underwritten by Canadian Imperial Bank of Commerce, RBC Capital Markets, and TD Securities, as Joint Bookrunners and Co-Lead Arrangers. Initial commitments were also provided by The Bank of Nova Scotia and National Bank of Canada, and will be followed by a general syndication. About First National First National Financial Corporation is the parent company of First National Financial LP, a Canadian-based originator, underwriter and servicer of predominantly prime residential (single-family and multi-unit) and commercial mortgages. With more than $155 billion in mortgages under administration, First National is one of Canada's largest non-bank mortgage originators and underwriters. For more information, please visit About Birch Hill Birch Hill is a Canadian mid-market private equity firm with a long history of driving growth in its portfolio companies and delivering returns to its investors. Based in Toronto, Birch Hill currently has over $6 billion in capital under management. Since 1994, the firm has made 73 investments, with 59 fully realized. Today, Birch Hill's 14 partner companies collectively represent one of Canada's largest corporate entities with over $8 billion in total revenue and more than 40,000 employees. About Brookfield Brookfield Asset Management (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager with over US$1 trillion of assets under management. Brookfield invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. Brookfield offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. Brookfield's private equity business, which manages over US$145 billion of assets under management, focuses on driving operational transformation in businesses providing essential products and services. Forward-Looking Information This news release contains statements that are "forward-looking information" within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will, "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking statements include, among other things, statements with respect to the Transaction, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the premium to be received by Shareholders, the expected benefits of the Transaction, the intention to continue to pay monthly dividends on the Shares and regular quarterly dividends on the Preferred Shares, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Shareholder, court and regulatory approvals, the anticipated timing for closing of the Transaction, the anticipated delisting of the Shares from the TSX, the anticipated treatment of the Preferred Shares and the Company Notes and the Company's status as a reporting issuer under applicable securities laws. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management's attention from the Company's ongoing business operations; and the other risk factors identified under "Risks and Uncertainties Affecting the Business" in the Company's latest management's discussion and analysis and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. Management and First National disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under securities laws.
Cision Canada
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JBO Thailand Launches Esports World Cup Promotion with Rewards Up to 30,000 Jcoin
BANGKOK, July 27, 2025 /CNW/ -- JBO, a well-established online gaming and entertainment platform, is pleased to announce an exciting new promotion tailored for the highly anticipated Esports World Cup 2025. Esports enthusiasts in Thailand now have a compelling opportunity to win up to 30,000 Jcoin by placing wagers on the thrilling "World Cup Qualifiers" matches. This shows JBO Thailand's commitment to giving great value and fun experiences to all its players. This exclusive event is ongoing and will conclude on August 24, 2025, at 23:59 (GMT+8). This period strategically aligns with the intensified global esports calendar, leading up to the Esports World Cup and its critical qualifying rounds. JBO Thailand is actively creating an immersive environment that allows fans to engage more deeply with preferred teams and competitive events. Participation in the promotion is straightforward. Players are simply required to place bets on eligible "Esports World Cup Qualifiers" matches through JBO's designated esports betting providers, IM Esports and TF Esports. The promotion is conveniently accessible via the "Reward Corner" section on the JBO platform, ensuring a seamless and intuitive user experience for all participants. At the core of this attractive offer is JBO's innovative Jcoin reward system. Players who log in to JBO and achieve a weekly turnover exceeding 3,000 in the Esports category will automatically qualify for Jcoin rewards. The reward system gives bigger prizes as you play more, with up to 30,000 Jcoin available each week. JBO also ensures a smooth and secure experience through the easy-to-use JBO app available for both Android and iOS devices. With fast withdrawals and smooth gameplay, the platform is ideal for esports fans to enjoy and earn real rewards. JBO is trusted across Asia and has Dimitar Berbatov as its brand ambassador, showing it as a top sportsbook and esports operator. JBO or Just Bet Online, is a trusted online gaming website that started in 2019 catering Thailand users. Players can bet on popular games like DOTA 2, CS:GO, and ROV, or enjoy fun slot machines and real-time casino tables. It also hosts fun events such as the JBO Thailand Super Cup engaging football fans.
Cision Canada
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Media Advisory - Monday, July 28, 2025 Français
OTTAWA, ON, July 27, 2025 /CNW/ - Note: All times local Prince County, Prince Edward Island 10:30 a.m. The Prime Minister will announce new measures to lower costs for Canadians. A media availability will follow. Note for media: Open coverage This document is also available at
