Tantalus Systems Holding Inc. Reports First Quarter 2025 Financial Results
Liquidity: At March 31, 2025, Tantalus had available liquidity of approximately $20.7 million as compared to $9.4 million as at March 31, 2024. The available liquidity was comprised of a cash balance of $15.9 million and borrowing availability of $4.8 million under its line of credit.
Cash Flow from Operations: The Company generated positive Cash Flow from Operating Activities of $3.2 million compared to negative $239,000 in the prior year period.
Adjusted EBITDA 1 : The Company delivered positive Adjusted EBITDA of $317,000, reflecting a strong improvement when compared to negative $536,000 in the prior year period.
Loss per Share: Diluted loss per share was $0.01 compared to a diluted loss per share of $0.03 from the prior year period.
Net Loss: The Company generated a net loss for the period of $651,000 reflecting an improvement on a comparative basis from the prior year period loss of $1.6 million.
Gross Profit Margin 1 : The Company generated 55% Gross Profit Margin, an increase of 130 basis points over the prior year as a result of the product mix within the Connected Devices segment and higher revenue contributions from the Software segment.
Revenue: The Company increased revenue by 27% year-over-year to $11.9 million. Revenue from Connected Devices and Infrastructure ("Connected Devices") increased by $2.0 million or 34% and Utility Software Applications & Services ("Software") revenue increased by $0.5 million or 14%. The increases in revenue are a result of adding new utility customers and continuing to expand deployments with existing accounts. Recurring Revenue represented 26% of total revenue in the quarter.
All amounts presented in this news release are in United States dollars ("U.S. dollars") and all amounts presented in the attached financial tables are in thousands of U.S. dollars, unless otherwise noted.
Burnaby, British Columbia--(Newsfile Corp. - May 7, 2025) - Tantalus Systems (TSX: GRID) (OTCQX: TGMPF) ("Tantalus" or the "Company"), a technology company dedicated to helping utilities modernize their distribution grids by harnessing the power of data, is pleased to announce its financial and operating results for the three-month period ended March 31, 2025.
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OTHER KEY DEVELOPMENTS
Sales Order Conversion : The Company converted $19.5 million in orders from its sales pipeline, the second highest amount converted during a quarter in the Company's history.
Growth of User Community : The Company added 4 new utilities in Q1 2025.
TRUSense Gateway Progress : As of the date of this release, the Company has received initial orders from 33 utilities to trial, pilot and deploy the TRUSense Gateway.
Expansion of Leadership Team : During the quarter, Tantalus announced the appointments of Mr. Azim Lalani as Chief Financial Officer and Mr. Chris Allen as Chief Operating Officer and Executive Vice President of Solution Strategy.
Qualification for the OTCQX® Best Market: In February 2025, Tantalus began trading on the OTCQX® Best Market under the ticker symbol TGMPF.
SUBSEQUENT EVENTS
Tariffs: Certain of the Company's suppliers and contract manufacturers are located in the Philippines. On April 5, 2025, the United States ("U.S.") implemented tariffs of 10% on products imported from the Philippines and other jurisdictions into the U.S. The effect of these potential tariffs on our business and financial condition will be influenced by several unknown factors, including the duration of such tariffs and their scope and nature. Any further escalation of trade tensions, additional tariffs, retaliatory measures, or shifts in international trade policies could adversely impact our business and financial condition.
Extension of Credit Agreement: On April 17, 2025, the Company favorably amended its Line of Credit facility with Comerica Bank by extending the maturity date to June 30, 2027, reducing the interest rate spread, modifying or eliminating certain covenants, and incorporating other administrative changes. On April 22, 2025, Tantalus fully repaid the outstanding balance on the Comerica Line of Credit facility. The Company currently has access to the full availability under the $8.5 million Line of Credit facility to support its ongoing operations.
Q1 2025 CONFERENCE CALL
Management will hold a conference call and webcast to discuss the financial results on Thursday May 8, 2025 at 12:00 pm Eastern Time.
Participant Dial In (Toll Free): 1-844-854-4410
Participant International Dial In: 1-412-317-5791
Participants, please ask to be joined to the Tantalus Systems call.
WEBCAST
Webcast URL: https://event.choruscall.com/mediaframe/webcast.html?webcastid=DZVlbFfP
REPLAY INFORMATION
A conference call and webcast replay will be available until May 15, 2025. To access the conference call replay, please see details below:
US Toll Free: 1-877-344-7529
International Toll: 1-412-317-0088
Canada Toll Free: 1-855-669-9658
Replay Access Code: 6524081
FINANCIAL STATEMENTS AND MANAGEMENT DISCUSSION & ANALYSIS
Information included in this press release is a summary of results and financial statement excerpts and should be read in conjunction with the Company's condensed consolidated financial statements for the three-month period ended March 31, 2025, audited financial statements for the year ended December 31, 2024 and related Management's Discussion & Analysis ("MD&A") for the three-month period ended March 31, 2025 and the year ended December 31, 2024 which can be found on SEDAR+ at www.sedarplus.ca and is also available on the Company's website at www.tantalus.com. All results are reported in U.S. dollars and all amounts included in the tables attached to this press release are reported in thousands of U.S. dollars, unless otherwise noted.
All comparisons presented in this press release are between the three-month periods ended March 31, 2025 and March 31, 2024, unless otherwise indicated.
The accompanying notes to the financial statements are an integral part of the following consolidated financial statements and can be found on the Company's website at www.tantalus.com or at www.sedarplus.ca.
March 31,
December 31,
Note
2025
2024
Assets
6
Current assets
Cash
$
15,937
$
13,219
Accounts receivable
3
10,087
10,011
Inventory
4
5,021
4,832
Prepaid expenses and other assets
1,518
1,829
Total current assets
32,562
29,891
Property and equipment
854
731
Right of Use assets
1,884
2,038
Intangible assets
5,251
5,443
Goodwill
3,445
3,445
Total assets
$
43,996
$
41,548
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities
5
$
15,519
$
15,629
Deferred revenue and deposits
9,440
6,055
Lease liabilities
813
843
Line of credit
6
3,679
3,679
Term loan - current portion
6
1,924
1,535
Total current liabilities
31,375
27,740
Deferred revenue and deposits
81
103
Lease liabilities
1,293
1,392
Term loan
6
4,821
5,372
Total liabilities
37,571
34,607
Total shareholders' equity
6,425
6,941
Total liabilities and shareholders' equity
$
43,996
$
41,548
See accompanying notes to consolidated financial statements.
Three months
Three months
ended March 31,
ended March 31,
Note
2025
2024
Revenues
10
$
11,904
$
9,395
Cost of sales
4, 10
5,397
4,384
6,506
5,011
Expenses
Sales and marketing
7(d)
2,751
2,043
Research and development
7(d)
1,531
2,057
General and administrative
7(d)
2,149
1,671
Depreciation and amortization
418
445
6,849
6,215
Operating loss
(343
)
(1,204
)
Other (expenses) earnings
Foreign exchange gain
54
86
Finance expenses
(362
)
(436
)
(308
)
(350
)
Loss before income taxes
(651
)
(1,554
)
Income tax expense
-
1
Total comprehensive loss for the period
$
(651
)
$
(1,555
)
Loss per share (basic and diluted)
$
(0.01
)
$
(0.03
)
Weighted average number of shares outstanding (basic and diluted)
8
50,848
44,596
See accompanying notes to consolidated financial statements.
Three months
Three months
ended March 31,
ended March 31,
Note
2025
2024
Cash (used in) provided by
Operating Activities
Loss for the period
$
(651
)
$
(1,555
)
Adjustments to reconcile loss for the period to net cash flows:
Unrealized foreign exchange (gain) loss
22
(35
)
Depreciation of equipment
72
92
Amortization of intangible assets
192
192
Amortization of right-of-use asset
154
160
Share-based compensation
7 (d)
242
223
Finance expenses
362
436
Amortization of deferred financing cost
21
-
Changes in Non-Cash Operating Working Capital
Accounts receivable
3
(75
)
(2,312
)
Inventory
4
(189
)
863
Prepaid expenses and other assets
311
(86
)
Accounts payable and accrued liabilities
5
(217
)
(1,868
)
Deferred revenue and deposits
3,363
4,086
Lease payments for interest
(43
)
(54
)
Interest paid on loans
6
(319
)
(381
)
Net Cash provided by (used in) Operating Activities
3,245
(239
)
Investing Activities
Purchase of equipment
(194
)
(51
)
Net Cash used in Investing Activities
(194
)
(51
)
Financing Activities
Repayment of indebtedness
6
(182
)
-
Proceeds from indebtedness
6
-
5
Change in restricted cash
-
673
Repayment of lease liabilities
(151
)
(138
)
Net Cash (used in) provided by Financing Activities
(333
)
541
Effect of foreign exchange on cash
-
(5
)
Increase in cash
2,718
245
Cash, beginning of period
13,219
5,154
Cash, end of period
$
15,937
$
5,399
NON-IFRS AND OTHER FINANCIAL MEASURES
This press release contains certain financial measures that do not have any standardized meaning prescribed by International Financial Reporting Standards ("IFRS"). Therefore, these financial measures may not be comparable to similar measures presented by other issuers. Investors are cautioned that these measures should not be construed as an alternative to net income (loss) or to cash provided by (used in) operating, investing, financing activities, and cash determined in accordance with IFRS, as indicators of our performance.
We provide these additional non-IFRS measures, non-IFRS ratios and supplementary financial measures to assist investors in determining the Company's ability to generate earnings and cash provided by (used in) operating activities.
"EBITDA" is calculated as income (loss) adjusted for interest, income tax and depreciation and amortization. Management believes that EBITDA is a useful indicator for investors and is used by management in evaluating the operating performance of the Company.
"Adjusted EBITDA" is calculated as income (loss) adjusted for interest, income tax, depreciation, amortization, stock-based compensation, foreign exchange gain (loss) and other income / expenses not attributable to the operations of the Company. Management believes that Adjusted EBITDA is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company. Beginning in the fourth quarter of 2024, the Company excludes non-recurring items such as restructuring expenses, financing costs, government subsidies and recovery of contingent liability in our presentation of Adjusted EBITDA as these expenses are not representative of ongoing operating performance.
This news release also refers to the following non-IFRS ratios:
"Gross Profit" is calculated as revenues less cost of sales. Management believes that Gross Profit is a useful indicator for investors, and is used by management, in evaluating the operating performance of the Company.
"Gross Profit Margin" is calculated as Gross Profit expressed as a percentage of the Company's revenues. Management believes that Gross Profit Margin is a useful indicator for investors and is used by management in evaluating the operating performance of the Company.
"Adjusted EBITDA Margin" is calculated as Adjusted EBITDA expressed as a percentage of the Company's revenues. Management believes that Adjusted EBITDA Margin is a useful indicator for investors and is used by management in evaluating the operating performance of the Company.
This news release also refers to the following supplementary financial measures:
"Recurring Revenue" is comprised of the Company's revenues recognized in a period that are recurring in nature and attributable to its analytics, subscriptions and software as a service ("SaaS") offerings, hosting services, software maintenance and technical support agreement services.
SELECTED FINANCIAL INFORMATION
Three months
ended
March 31, 2025
Three months
ended
March 31, 2024
Revenue
$
11,904
$
9,395
Gross Profit
6,506
5,011
Gross Profit Margin % 1
55%
53%
Operating expenses
6,849
6,215
Adjusted EBITDA 1
317
(536
)
Adjusted EBITDA Margin 1
3%
-6%
Loss for the period
(651
)
(1,555
)
Loss per share -diluted
$
(0.01
)
$
(0.03
)
Weighted average number of shares outstanding:
Basic and diluted
50,848
44,596
Cash
15,937
5,399
GROSS PROFIT1 AND GROSS PROFIT MARGIN1 CALCULATIONS
Connected Devices and Infrastructure
Utility Software Applications and Services
Three months ended March 31, 2025
%
%
Total
%
Revenue
$
7,789
100%
$
4,114
100%
$
11,904
100%
Cost of sales
4,326
56%
1,072
26%
5,397
45%
Gross Profit
$
3,463
44%
$
3,043
74%
$
6,506
55%
Percentage of Total Gross Profit
53%
47%
100%
Connected Devices and Infrastructure
Utility Software Applications and Services
Three months ended March 31, 2024
%
%
Total
%
Revenue
$
5,797
100%
$
3,598
100%
$
9,395
100%
Cost of sales
3,370
58%
1,014
28%
4,384
47%
Gross Profit
$
2,427
42%
$
2,585
72%
$
5,011
53%
Percentage of Total Gross Profit
48%
52%
100%
RECONCILIATION OF LOSS TO ADJUSTED EBITDA1
Three months ended March 31, 2025
Three months ended March 31, 2024
Loss for the period
$
(651
)
$
(1,555
)
Finance expense
362
436
Income tax expense
-
1
Depreciation and amortization
418
445
EBITDA
129
(674
)
Stock-based compensation
242
223
Foreign exchange
(54
)
(86
)
Adjusted EBITDA
$
317
$
(536
)
ABOUT TANTALUS SYSTEMS HOLDING INC. (TSX: GRID) (OTCQX: TGMPF)
Tantalus is a technology company dedicated to helping utilities modernize their distribution grids by harnessing the power of data across all their devices and systems deployed throughout the entire distribution grid. We offer a grid modernization platform across multiple levels: intelligent connected devices, communications networks, data management, enterprise applications and analytics. Our solutions provide utilities with the flexibility they need to get the most value from existing infrastructure investments while leveraging advanced capabilities to plan for future requirements. Learn more at www.tantalus.com.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words "believes", "may", "plans", "will", "anticipates", "intends", "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Forward-looking information in this news release includes statements such as those relating to the ability of Tantalus' solutions, including the TRUSense Gateway and analytics offerings, to assist customers in addressing issues relating to grid modernization and in generating additional value from existing infrastructure to improve efficiency, reliability and resiliency regardless of economic factors, the continuing adoption of the Company's product offerings by customers, and the Company's ability to execute on its plan.
To the extent any forward-looking information in this news release constitutes a "financial outlook" within the meaning of securities laws, such information is being provided because management's estimate of the future financial performance of Tantalus is useful to investors, and readers are cautioned that this information may not be appropriate for any other purpose and that they should not place undue reliance on such information.
In connection with the forward-looking information contained in this news release, Tantalus has made numerous assumptions, regarding, among other things: increasing demand for the Company's solutions in support of utilities' grid modernization efforts, the commercialization and adoption of the TRUSense Gateway, and the ability of the Company to execute on its plan. While Tantalus considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause Tantalus' actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing Tantalus is disclosed under the heading "Risk Factors" in the Company's Annual Information Form filed on March 31, 2025, as well as those risk factors included with Tantalus' continuous disclosure filings with Canadian securities regulatory authorities available at www.sedarplus.ca. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Tantalus disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
CONTACT TANTALUS
Deborah Honig
Investor Relations
647-203-8793 | deborah@adcap.ca
Website: www.tantalus.com
LinkedIn: LinkedIn/company/tantalus
X (formerly Twitter): @TantalusCorp
1 See definitions for Non-IFRS and Other Financial Measures below.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/251197
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Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are typically identified by words such as 'plan', 'development', 'growth', 'continued', 'intentions', 'expectations', 'emerging', 'evolving', 'strategy', 'opportunities', 'anticipated', 'trends', 'potential', 'outlook', 'ability', 'additional', 'on track', 'prospects', 'viability', 'estimated', 'reaches', 'enhancing', 'strengthen', 'target', 'believes', 'next steps' or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved. Forward-looking statements include, but are not limited to, statements concerning the Sangdong Mine, including the expected beginning of production at the Sangdong Mine, the throughput capacity during Phase I and Phase II, and the potential commissioning and development of Phase II, as well as its potential benefits for Almonty. Forward-looking statements are based upon certain assumptions and other important factors that, if untrue, could cause actual results to be materially different from future results expressed or implied by such statements. There can be no assurance that forward-looking statements will prove to be accurate. Key assumptions upon which the Company's forward-looking information is based include, without limitation, the absence of material adverse changes in its industry or the global economy including interest rate fluctuations, inflationary pressures, supply chain disruptions, and commodity market volatility, trends in its industry and markets, including the competitive environment, the ability of the Company to maintain its interests in its mineral projects, including with respect to title, access, and permitting matters, the Company's ability to manage risks normally incidental to the exploration, development and operation of mineral properties, the Company's ability to maintain good business relationships with key stakeholders, including customers, suppliers, lenders, regulators, and local communities, the Company's ability to manage potential uncertainties in the interpretation of geological data, drill results and market data, including data related to pricing trends, demand forecasts, and competitive positioning, the Company's ability to manage the possibility that future exploration, development or mining results may not be consistent with its expectations, the accuracy of the Company's mineral resource and reserve estimates and their underlying assumptions, including with respect to cut-off grades, recovery rates, and long-term commodity prices, the adequacy and availability of infrastructure (including power, water, roads, and processing capacity) at or near the mineral properties, the timely receipt and maintenance of necessary governmental and third-party approvals, permits, licenses, authorizations and regulatory compliance obligations, the Company's ability to comply with current and future environmental, health and safety, and other regulatory requirements and to timely obtain and maintain required regulatory approvals, licenses and permits, the Company's expectation that its operations will not be significantly disrupted as a result of political instability, pandemics and communicable diseases, nationalization, terrorism, sabotage, social or political activism, breakdown, natural disasters, governmental or political actions, litigation or arbitration proceedings, equipment or infrastructure failure, labour shortages, transportation disruptions or accidents, or other development or exploration risks, the Company's ability to execute construction and development activities on schedule and within budget, the Company's ability to recruit, retain and engage qualified personnel and contractors in all required jurisdictions, the Company's ability to raise sufficient debt or equity financing to support its continued growth, the Company's ability to continue to have sufficient working capital to fund its operations, the performance of counterparties under offtake agreements, supply arrangements, financing agreements, and other material contracts, that input costs, including energy, labor, equipment, and materials, will not increase materially beyond current expectations, that the price of tungsten and other metals and commodities will not decline significantly or for a protracted period of time, that the global financial markets and general economic conditions (including trade and monetary policies, currency exchange rates and rates of inflation) will be stable and conducive to business in the future, the Company's ability to maintain the security and integrity of its information technology systems and mitigate the impact of any potential cybersecurity threats and the Company's ability to meet increasing expectations regarding environmental, social and governance (ESG) matters from regulators, investors, and other stakeholders. Forward-looking statements are also subject to risks and uncertainties facing the Company's business, any of which could have a material adverse effect on the Company's business, financial condition, results of operations and growth prospects. Readers should consider reviewing the detailed risk discussion in the Company's most recent Annual Information Form and the Company's Amended Management Discussion and Analysis for the three months ended March 31, 2025 filed on SEDAR+, for a fuller understanding of the risks and uncertainties that affect the Company's business and operations. Although Almonty has attempted to identify important factors that could cause actual results, level of activity, performance or achievements to differ materially from those contained in forward-looking statements, there may be other factors that cause results, level of activity, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate and even if events or results described in the forward-looking statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Almonty. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that actual outcomes may vary. Investors are cautioned against attributing undue certainty to forward-looking statements. Almonty cautions that the foregoing list of material factors is not exhaustive. When relying on Almonty's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Almonty has also assumed that material factors will not cause any forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF ALMONTY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD- LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ALMONTY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS. Annexure A – Information required by ASX Listing Rules 5.12, 5.16 and 5.17 ASX Listing Rule 5.10 - An entity reporting historical estimates or foreign estimates of mineralisation in relation to a material mining project to the public is not required to comply with ASX Listing Rule (LR) 5.6 provided the entity complies with rules 5.12, 5.13 and 5.14. For the foreign estimates included in the Technical Report, the Company is not required to comply with LR 5.6 as all relevant and requested disclosures are stated in the Technical Report and/or tabulated below. The Company has complied with LRs 5.12, 5.13 and 5.14 requirements for the statement of non-JORC foreign resource estimates, as tabled below. 5.11 - An entity must not include historical estimates or foreign estimates (other than qualifying foreign estimates) of mineralisation in an economic analysis (including a scoping study, preliminary feasibility study, or a feasibility study) of the entity's mineral resources and ore reserves holdings. The Company considers all foreign estimates included in the Technical Report are 'qualifying foreign estimates' as defined in Chapter 19 of the LRs, on the basis that such foreign estimates were prepared in accordance with National Instrument 43-101 (NI 43-101) and the CIM Standards. Requirements applicable to reports of foreign estimates of mineralisation for material mining projects 5.12.1 - The source and date of the historical estimates or foreign estimates. The estimates of Mineral Resources and Reserves for the Sangdong Project contained in the Technical Report are considered foreign estimates under the LRs. The foreign estimates were originally reported on 31 July 2016 in accordance with NI 43-101 (NI 43-101) by Adam Wheeler, C. Eng., a 'qualified person' within the meaning of NI 43‑101, in the Technical Report from the Company's original technical report dated 31 July 2016 prepared in accordance with NI 43-101. The Company notes that a Technical Assessment Report for the Sangdong Project dated 31 December 2020 was prepared by Mr Wheeler (a competent person within the meaning of the JORC Code) in accordance with the JORC Code and was included in the Company's prospectus dated 8 June 2021 (JORC Compliant Technical Report). For completeness, the Company advises that the JORC Compliant Technical Report does not include the current assumptions, parameters and methods included in the Technical Report. Accordingly, whilst the resources included in the JORC Compliant Technical Report remain current, the ore reserves and economic analysis contained in the JORC Compliant Technical Report are no longer up to date due to an updated mine plan and updated economic and operating parameters. 5.12.2 - Whether the historical estimates or foreign estimates use categories of mineralisation other than those defined in Appendix 5A (JORC Code) and if so, an explanation of the differences. The Company considers that the categories of Mineral Resource and Reserve classification used under NI 43-101 are 'qualifying foreign estimates' in accordance with Chapter 19 of the LRs and have substantially the same categories of Mineral Resource and Ore Reserve classification as the JORC Code (2012) (Appendix 5A, ASX LRs), which are Measured, Indicated and Inferred categories (Mineral Resources) and Proved (Proven) or Probable (in the case of Ore Reserves). 5.12.3 - The relevance and materiality of the historical estimates or foreign estimates to the entity. The Company considers the foreign estimates in the Technical Report to be both material and relevant to the Sangdong Project. 5.12.4 - The reliability of the historical estimates or foreign estimates, including by reference to any of the criteria in Table 1 of Appendix 5A (JORC Code) which are relevant to understanding the reliability of the historical estimates or foreign estimates. The procedures used in the preparation of the qualifying foreign estimates are considered to be reliable at the time of reporting. The NI 43-101 Standards have very similar reporting criteria to those required in Sections 1, 2 and 3 of the JORC Code. Key criteria, as defined in Table 1 of the JORC Code has been reviewed by the qualified person. The qualifying foreign estimate has been prepared and reviewed by a person defined as a qualified person as defined in the NI 43-101 standard. The qualified person confirms that the estimates have been prepared in accordance with NI 43-101. 5.12.5 - To the extent known, a summary of the work programs on which the historical estimates or foreign estimates are based and a summary of the key assumptions, mining and processing parameters and methods used to prepare the historical estimates or foreign estimates. Refer notably to Chapters 11 and 12 of the Technical Report for a summary of the work programs on which the foreign estimates contained in the Technical Report are based. Refer notably to Chapters 14 and 15 for a summary of the key assumptions, mining and processing parameters and methods used to prepare the foreign estimates contained in the Technical Report. 5.12.6 - Any more recent estimates or data relevant to the reported mineralisation available to the entity. There is no more recent mineral resource estimate that complies with the JORC Code, NI 43-101 or any other international reporting standard. 5.12.7 - The evaluation and/or exploration work that needs to be completed to verify the historical estimates or foreign estimates as mineral resources or ore reserves in accordance with Appendix 5A (JORC Code). The updated mine plan, Mineral Reserve estimation and corresponding economic results would need to be described in an updated JORC Compliant Technical Report. 5.12.8 - The proposed timing of any evaluation and/or exploration work that the entity intends to undertake and a comment on how the entity intends to fund that work. The timing of any evaluation and/or exploration work that the Company intends to undertake to verify the foreign estimates in accordance with the JORC Code would take approximately 2 weeks. The work would be funded via the Company's existing working capital. 5.12.9 - A cautionary statement proximate to, and with equal prominence as, the reported historical estimates or foreign estimates stating that: the estimates are historical estimates or foreign estimates and are not reported in accordance with the JORC Code. The following cautionary statement has been inserted into this market announcement: ' The Company advises that, for the purposes of the ASX Listing Rules, all mineral resources and ore reserves contained in the Technical Report are 'foreign estimates' and are not reported in accordance with the Australasian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves (2012) (JORC Code). ' Although the Company notes that Mr Wheeler (who is also a Competent Person within the meaning of the JORC Code) previously prepared a JORC-compliant Technical Assessment Report for the Sangdong Project dated 31 December 2020 and this was included in the Company's prospectus dated 8 June 2021 (JORC Compliant Technical Report), the JORC Compliant Technical Report does not include the current assumptions, parameters and methods included in the Technical Report. As such: the competent person has not yet done sufficient work to classify the updated foreign estimates contained in the Technical Report as mineral resources or reserves in accordance with the JORC Code; and it is uncertain that following evaluation and/or further exploration work that the updated foreign estimates contained in the Technical Report will be able to be reported as mineral resources or ore reserves in accordance with the JORC Code. 5.12.10 - A statement by a named competent person or persons that the information in the market announcement provided under rules 5.12.2 to 5.12.7 is an accurate representation of the available data and studies for the material mining project. The statement must include the information referred to in rule 5.22(b) and (c). The information in this announcement and the Technical Report that relates to non-JORC foreign estimates is based on information compiled by Mr Adam Wheeler, Independent Mining Consultant. Mr Wheeler is an independent mining consultant and is a Fellow of the Institute of Materials, Minerals and Mining (FIMMM). Mr Wheeler has the relevant qualifications, experience and independence to be considered a Competent Person as defined in the JORC Code. The information in this announcement provided under LRs 5.12.2 to 5.12.7 is an accurate representation of the available data for the Sangdong Project. Mr Wheeler consents to the inclusion in this announcement of these matters based on this information in the form and context in which it appears. 5.15 - An entity must not issue a public report containing or referring to a production target that is based… solely or partly on historical estimates or foreign estimates (other than qualifying foreign estimates) of mineralisation. The Company considers all 'production targets' (i.e. projections or forecasts of the amount of minerals to be extracted from the Sangdong Project for a period that extends past the current year and the forthcoming year) contained in the Technical Report and this announcement are based on qualifying foreign estimates and therefore any such production targets are compliant with LR 5.15. 5.16.1 - All material assumptions on which the production target is based. If the economic assumptions are commercially sensitive to the mining entity, an explanation of the methodology used to determine the assumptions rather than the actual figure can be reported. Refer to Chapter 22 of the Technical Report for more information about the life-of-mine production scheduling and economic analysis. 5.16.2 - A statement that the estimated ore reserves and/or mineral resources underpinning the production target has been prepared by a competent person or persons in accordance with the requirements of in Appendix 5A (JORC Code). Ore reserves and mineral resources underpinning the production targets contained in the Technical Report and this announcement have not been prepared in accordance with the requirements of the JORC Code, however have been prepared by a 'qualified person' within the meaning of NI 43‑101 and are considered 'qualifying foreign estimates' for the purposes of the LRs. 5.16.3 - The relevant proportions of: • Probable ore reserves and proved ore reserves; • Inferred mineral resources, indicated mineral resources and measured mineral resources; • An exploration target; and • Qualifying foreign estimates, underpinning the production target. The production targets are based solely on qualifying foreign estimates (prepared in accordance with NI 43-101 and the CIM Standards). 5.16.7 - If a proportion of the production target is based on qualifying foreign estimates that have not been verified and reported as mineral resources or ore reservices in accordance with Appendix 5A (JORC Code) after 3 years from the date the qualifying foreign estimates were initially reported, the statement and explanation referred to in LR 5.14.2. The Company acknowledges its obligations under this LR and LR 5.14.2 should the qualifying foreign estimates contained in the Technical Report not be verified and reported as mineral resources or ore reserves in accordance with Appendix 5A (JORC Code) after 3 years from the date of the Technical Report. 5.17.1 - All material assumptions on which the forecast financial information is based. If the economic assumptions are commercially sensitive to the mining entity, an explanation of the methodology used to determine the assumptions rather than the actual figure can be reported. Refer to Chapter 22 for more information about the main assumptions used in generating forecast financial information contained in the Technical Report. 5.17.2 - The production target from which the forecast financial information is derived (including all the information contained in rule 5.16). Refer to Chapter 16 of the Technical Report for more information on the production targets from which the forecast financial information contained in the Technical Report is derived. 5.17.3 - If a significant proportion of the production target is based on an exploration target, the implications for the forecast financial information of not including the exploration target in the production target. N/A Expand