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Business Wire
5 days ago
- Business
- Business Wire
Imperial renews annual normal course issuer bid
CALGARY, Alberta--(BUSINESS WIRE)--Imperial Oil Limited (TSE: IMO, NYSE American: IMO) announced today that it has received final acceptance from the Toronto Stock Exchange (TSX) for a normal course issuer bid (NCIB) to repurchase up to five percent of its 509,044,963 outstanding common shares as of June 15, 2025, or a maximum of 25,452,248 shares during the next 12 months. This maximum will be reduced by the number of shares purchased from ExxonMobil, Imperial's majority shareholder, as described below. The new one-year program will begin on June 29, 2025, and will end should the company purchase the maximum allowable number of shares, or on June 28, 2026. Imperial has established an automatic share purchase plan with its designated broker to facilitate the purchase of common shares, both from public shareholders and from ExxonMobil, during times when Imperial would ordinarily not be permitted to purchase due to regulatory restrictions or self-imposed black-out periods. Before entering a black-out period, Imperial may, but is not required to, instruct the broker to make purchases under the NCIB based on parameters set by Imperial in accordance with the share purchase plan, TSX rules and applicable securities laws. The plan has been pre-cleared by the TSX and will be implemented effective June 29, 2025. Consistent with the company's balance sheet strength, low capital requirements and strong cash generation, this announcement reflects the company's priority and capacity to return cash to shareholders. The NCIB represents a flexible and tax-efficient way of distributing surplus liquidity to shareholders who choose to participate by selling their shares. In addition, the NCIB will be used to eliminate dilution from shares issued in conjunction with Imperial's restricted stock unit plan. ExxonMobil will be permitted to sell its shares to Imperial under the NCIB in order to maintain its proportionate share ownership at approximately 69.6 percent. ExxonMobil advised Imperial that it intends to participate, as it has in prior years, and has established an automatic share disposition plan to facilitate the sale of its shares. All share purchases will be made through the Toronto Stock Exchange and alternative trading systems in Canada. Shares purchased under the NCIB are cancelled and restored to the status of authorized but unissued shares. As of the close of business on June 15, 2025, Imperial has 509,044,963 issued and outstanding common shares. The average daily trading volume of Imperial's common shares over the six calendar months prior to the date of this announcement was 868,310 shares per day. Imperial's daily purchase limit under the new program for shares held by shareholders other than ExxonMobil will be 217,077 shares, which represents 25 percent of the average daily trading volume. The acceptance marks the continuation of Imperial's most recent normal course share repurchase program that was completed on December 19, 2024. Under the most recent program, the company purchased the maximum 26,791,840 shares that were available, with 8,144,739 shares purchased on the open market and a corresponding 18,647,101 shares purchased from ExxonMobil to maintain its proportionate share ownership at 69.6 percent, representing a total cost of about $2,681 million and an average cost of $100.06 per share. Cautionary statement: Statements of future events or conditions in this release, including projections, expectations and estimates are forward-looking statements. Forward-looking statements in this release include references to the company's low capital requirements, strong cash generation, and priority and capacity to return cash to shareholders; and ExxonMobil's intention to participate concurrent with the NCIB. Forward-looking statements are based on the company's current expectations, estimates, projections and assumptions at the time the statements are made. Actual future financial and operating results, including expectations and assumptions concerning future energy demand, supply and mix; commodity prices, foreign exchange rates and general market conditions; the ability to offset any ongoing or renewed inflationary pressures; capital and environmental expenditures; the capture of efficiencies within and between business lines and the ability to maintain near-term cost reductions as ongoing efficiencies; production rates, growth and mix across various assets; project plans, timing, costs, technical evaluations and capacities and the company's ability to effectively execute on these plans and operate its assets; the degree and timeliness of support that will be provided by policymakers and other stakeholders for various new technologies such as carbon capture and storage; receipt of regulatory and third-party approvals in a timely manner; and applicable laws and government policies including with respect to climate change, greenhouse gas emissions reductions and low carbon fuels, could differ materially depending on a number of factors. These factors include global, regional or local changes in supply and demand for oil, natural gas, petroleum and petrochemical products, feedstocks and other market factors, economic conditions or seasonal fluctuations and resulting demand, price, differential and margin impacts, including Canadian and foreign government action with respect to supply levels, prices, trade tariffs, trade sanctions or trade controls, the occurrence of disruptions in trade or military alliances, or a broader breakdown in global trade; political or regulatory events, including changes in law or government policy, applicable royalty rates, and tax laws including taxes on share repurchases; environmental regulation, including climate change and greenhouse gas regulation and changes to such regulation; failure, delay, reduction, revocation or uncertainty regarding supportive policy and market development for the adoption of emerging lower-emission energy technologies and other technologies that support emissions reductions; the receipt, in a timely manner, of regulatory and third-party approvals, including for new technologies relating to the company's lower emissions business activities; availability and allocation of capital; availability and performance of third-party service providers including those located outside of Canada; management effectiveness and disaster response preparedness; unanticipated technical or operational difficulties; cybersecurity incidents including incidents caused by actors employing emerging technologies such as artificial intelligence; operational hazards and risks; currency exchange rates; general economic conditions; and other factors discussed in 'Item 1A Risk factors' and 'Item 7 Management's discussion and analysis of financial condition and results of operations' in Imperial's most recent annual report on Form 10-K. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Imperial. Imperial's actual results may differ materially from those expressed or implied by its forward-looking statements and readers are cautioned not to place undue reliance on them. Imperial undertakes no obligation to update any forward-looking statements contained herein, except as required by applicable law. Source: Imperial After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly develop Canada's energy resources. As Canada's largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, our company remains committed to high standards across all areas of our business.
Associated Press
19-06-2025
- Business
- Associated Press
Base Carbon Announces Renewal of Normal Course Issuer Bid
TORONTO, June 19, 2025 (GLOBE NEWSWIRE) -- Base Carbon Inc. (Cboe CA: BCBN) (OTCQX: BCBNF) with operations through its wholly-owned subsidiary, Base Carbon Capital Partners Corp. (together, with affiliates, 'Base Carbon', or the 'Company'), announced today that Cboe Canada has accepted the Company's renewed normal course issuer bid ('NCIB') to purchase, for cancellation, up to 6,659,310 of Base Carbon's common shares ('Shares'). The Company will renew its NCIB program for the third consecutive year beginning on June 23, 2025, as the Company's current normal course issuer bid will end on June 20, 2025. Under the current NCIB, as of June 17, 2025, the Company had purchased 7,127,736 Shares at a weighted average price of $0.4722 representing 94.1% of 7,571,314 Shares authorized for purchase and cancellation under the current NCIB program. In total, since beginning of its strategy of repurchasing Shares, the Company has repurchased 19,245,694 Shares at an average price of $0.4567 which represents a reduction of 15.1% of Shares outstanding since June 17, 2022. Pursuant to the renewed NCIB, Base Carbon may purchase over a period of 12 months beginning on June 23, 2025, and ending June 22, 2026, up to 6,659,310 Shares representing approximately 6.4% of the 104,324,986 issued and outstanding Shares and 10% of the Company's public float as of June 17, 2025. On any given day during the new NCIB program, Base Carbon may purchase up to 69,082 Shares which is equivalent to 25% of the average daily trading volume of 276,330 for the previous six months, which excludes purchases made under the current NCIB. Block trades for a greater number of Shares may be made once per calendar week. Purchases under the NCIB may commence as of June 23, 2025 and will end on the earlier of: (i) June 22, 2026; or (ii) the date on which Base Carbon has purchased the maximum number of Shares which may be acquired under the NCIB. The purchases made will be done in accordance with the rules of Cboe Canada, through the facilities of Cboe Canada or through alternative Canadian trading systems. The actual number of Shares which will be purchased, and the timing and price of such purchases will be determined by the Company in accordance with Cboe Canada's Listing Manual and guidelines. Shares purchased under the NCIB will be returned to treasury for cancellation. The Board of Directors of the Company believes that the market price of the Shares may from time to time not reflect the underlying value of Base Carbon, including its growth opportunities, and that the proposed purchasing of its Shares through the NCIB is in the best interests of the Company and represents an appropriate use of corporate funds. The Company has also entered into an automatic share purchase plan ('ASPP') with a broker in order to facilitate repurchases of Shares pursuant to the NCIB. During the effective period of Base Carbon's ASPP, Base Carbon's broker may purchase Shares at times when the Company would not be active in the market due to insider trading rules and its own internal trading blackout periods. Purchases will be made by the Company's broker based upon parameters set by the Company when it is not in possession of any material non-public information about itself and its securities, and in accordance with the terms of the ASPP. Outside of the effective period of the ASPP, Shares may continue to be purchased pursuant to Base Carbon's discretion, subject to applicable law. The ASPP has been entered into in accordance with the requirements of applicable Canadian securities laws. About Base Carbon Base Carbon is a financier of projects involved primarily in the global voluntary carbon markets. We endeavor to be the preferred carbon project partner in providing capital and management resources to carbon removal and abatement projects globally and, where appropriate, will utilize technologies within the evolving environmental industries to enhance efficiencies, commercial credibility, and trading transparency. For more information, please visit Media and Investor Inquiries Base Carbon Inc. Investor Relations Tel: +1 647 952 3979 E-mail: [email protected] Media Inquiries E-mail: [email protected] Wes Fulford, President, and Ryan Hornby, Chief Legal Officer are responsible for this press release. Cautionary Statement Regarding Forward Looking Information This press release contains 'forward-looking information' within the meaning of applicable securities laws with respect of the Company, including but not limited to, statements relating to the purchase of Shares under the NCIB and the focus of Base Carbon's business. In some cases, but not necessarily in all cases, forward-looking information may be identified by the use of forward-looking terminology such as 'expects', 'anticipates', 'intends', 'contemplates', 'believes', 'projects', 'plans' or variations of such words and similar expressions or state that certain actions, events or results 'may', 'could', 'would', 'might', 'will' or 'will be taken', 'occur' or 'be achieved'. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events. Statements about, among other things, the purchase of Shares under the NCIB and Base Carbon's strategic plans are all forward-looking information. These statements should not be read as guarantees of future performance, results, or achievements. Although management believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking information are based upon reasonable assumptions and expectations, readers should not place undue reliance on forward-looking information because it involves assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking information. The forward-looking statements made herein are subject to a variety of risk factors and uncertainties, many of which are beyond the Company's control, which could cause actual events or results to differ materially and adversely from those reflected in the forward-looking statements. Readers are cautioned that forward-looking statements are not guarantees of future performance. Specific reference is made tothe management discussion and analysis for the Company's fiscal year ended December 31, 2024 andthe most recent Annual Information Form on file with the Canadian provincial securities regulatory authorities (and available for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company's ability to achieve the expectations set forth in the forward-looking statements contained in this press release.
Cision Canada
19-06-2025
- Business
- Cision Canada
Empire Reports Fourth Quarter and Fiscal 2025 Results Français
Earnings per share ("EPS") and adjusted EPS (1)(2) of $0.74 Prior year EPS and adjusted EPS of $0.61 and $0.63, respectively Delivered adjusted EPS growth of 8.8% in fiscal 2025; within the financial framework Sales of $7,637 million, an increase of 3.0% Same-store sales (2) - food (3) increased by 3.8% Repurchased $400 million of shares in fiscal 2025 Capital allocation outlook for fiscal 2026: Declared a dividend increase of 10.0%; 30th consecutive year of dividend increase Renewed NCIB with the intention to repurchase up to $400 million of shares Capital investment program expected to be approximately $850 million STELLARTON, NS, June 19, 2025 /CNW/ - Empire Company Limited ("Empire" or the "Company") (TSX: EMP.A) today announced its financial results for the fourth quarter and full year ended May 3, 2025. For the quarter, the Company recorded net earnings of $173 million ($0.74 per share) compared to $149 million ($0.61 per share) last year. For the quarter, the Company recorded adjusted net earnings of $173 million ($0.74 per share) compared to $154 million ($0.63 per share) last year, an increase of 12.3% (or 17.5% per share). "This was a very strong quarter for Empire and I am pleased with the way our team finished the year, delivering positive results across all major financial measures," said Michael Medline, President & CEO, Empire. "Our momentum continued to build throughout fiscal 2025 resulting in fourth quarter market share gains and our adjusted EPS growth of 8.8% was within our financial framework." Dividend Declaration The Company declared a quarterly dividend of $0.22 per share on both Non-Voting Class A shares ("Class A shares") and Class B common shares, that will be payable on July 31, 2025 to shareholders of record on July 15, 2025. This reflects an increase in the annualized dividend rate of 10.0%. These dividends are eligible dividends as defined for the purposes of the Income Tax Act (Canada) and applicable provincial legislation. Normal Course Issuer Bid ("NCIB") On June 18, 2025, the Company renewed its NCIB by filing a notice of intention with the Toronto Stock Exchange ("TSX") to purchase for cancellation up to 11,500,000 Class A shares representing approximately 9.6% of the public float of 120,095,524 Class A shares as of June 17, 2025, subject to regulatory approval. As of June 17, 2025, there were 133,524,593 Class A shares issued and outstanding. The Company intends to repurchase up to $400 million of Class A shares in fiscal 2026. The purchases will be made through the facilities of the TSX and/or any alternative Canadian trading systems to the extent they are eligible. The price that Empire will pay for any shares will be the market price at the time of acquisition. The Company believes that repurchasing shares at the prevailing market prices from time to time is a worthwhile use of funds and in the best interests of Empire and its shareholders. Purchases under the renewed NCIB may commence on July 2, 2025 and shall terminate not later than July 1, 2026. Based on the average daily trading volume ("ADTV") of 448,504 shares over the last six months, daily purchases will be limited to 112,126 Class A shares (25% of the ADTV of the Class A shares), other than block purchase exemptions. Under the Company's current NCIB, that commenced on July 2, 2024, and expires on July 1, 2025, the Company received approval from the TSX to purchase up to 12,800,000 Class A shares representing approximately 9.9% of the public float of Class A shares outstanding as of June 18, 2024. As of June 17, 2025, the Company has purchased 9,882,581 shares through the facilities of the TSX and alternative Canadian trading systems, including under its automatic share purchase plan, at a weighted average price of $42.25 for a total consideration of approximately $418 million. Shares purchased are shown in the table below: The Company has also renewed its automatic share purchase plan with its designated broker allowing the purchase of Class A shares for cancellation under its NCIB during trading black-out periods, subject to regulatory approval. On June 20, 2024, the Canadian government enacted new legislation, implementing a 2.0% tax on repurchases of equity. The tax, effective January 1, 2024, applies to the net value of shares repurchased by any Canadian corporation whose shares are listed on a designated stock exchange. As a result, the Company has recognized for the quarter and fiscal year ended May 3, 2025, $3 million and $11 million respectively, as a charge to retained earnings on the Consolidated Balance Sheets for the repurchase of shares. Company Priorities The Company is continuing to enhance data capabilities and deepen its understanding of its customers, allowing the Company to effectively capture emerging trends. The Company aims to grow total adjusted EPS over the long-term through net earnings growth and share repurchases. The Company intends to continue improving sales, gross margin (excluding fuel) and adjusted EBITDA margin by focusing on priorities such as: Continued Focus on Stores: Over recent years, the Company has accelerated investments in renovations, conversions, and new stores along with store processes, communications, training, technology and tools. Investing in the store network will remain a priority, demonstrated by a sustained emphasis on renovations and continued new store expansion. The Own Brands program enhancement will remain a priority through increased distribution, product innovation and supporting Canadian suppliers. The Company intends to invest capital in its store network and is on track with its plan to renovate approximately 20% to 25% of the network between fiscal 2024 and fiscal 2026. This capital investment includes important sustainability initiatives such as refrigeration system upgrades and other energy efficiency initiatives. Enhanced Focus on Digital and Data: The focus on digital and data will include continued e-commerce expansion, personalization and loyalty through Scene+ (see "Business Updates – E-Commerce" and "Business Updates – Scene+" for more information), improved space productivity and the continued improvement of promotional optimization. Space productivity will further enhance the customer experience by improving store layouts, optimizing category and product adjacencies and tailoring product assortment for each store. The advanced analytics tools built for promotional optimization will continue to be refined through the partnership between the advanced analytics team and category merchants. Enhancing digital and data capabilities will allow the Company to deliver the best personalized experiences to elevate its in-store and e-commerce experience for its customers. Efficiency and Cost Control: The Company has significantly improved its efficiency and cost effectiveness through sourcing efficiencies, optimizing supply chain productivity and improving systems and processes. The Company will continue to focus on driving efficiency and cost effectiveness through initiatives related to sourcing of goods not for resale, supply chain productivity and the organizational structure. The Company has implemented several cost savings initiatives in the Voilà business, including pausing the opening of its fourth Customer Fulfilment Centre ("CFC") and ending its mutual exclusivity with Ocado Group plc ("Ocado") and continues to pursue other cost saving initiatives. Comparative amounts have been rounded to the nearest million to conform with current year presentation (in millions of Canadian dollars, except per share amounts) May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024 13 Weeks 13 Weeks $ Change 52 Weeks 52 Weeks $ Change Sales $ 7,637 $ 7,412 $ 225 $ 31,277 $ 30,733 $ 544 Gross profit (1) 2,109 2,006 103 8,382 8,071 311 Operating income 313 292 21 1,289 1,311 (22) Adjusted operating income (2) 313 298 15 1,303 1,256 47 EBITDA (1) 599 557 42 2,409 2,382 27 Adjusted EBITDA (2) 599 563 36 2,423 2,327 96 Net earnings (3) 173 149 24 700 726 (26) Adjusted net earnings (2)(3) 173 154 19 711 681 30 Diluted earnings per share EPS (3) $ 0.74 $ 0.61 $ 0.13 $ 2.93 $ 2.92 $ 0.01 Adjusted EPS (2)(3) $ 0.74 $ 0.63 $ 0.11 $ 2.98 $ 2.74 $ 0.24 Diluted weighted average number of shares outstanding (in millions) 234.8 243.7 (8.9) 238.6 248.4 (9.8) Dividend per share $ 0.2000 $ 0.1825 $ 0.0175 $ 0.8000 $ 0.7300 $ 0.0700 May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024 13 Weeks 13 Weeks 52 Weeks 52 Weeks Gross margin (1) 27.6 % 27.1 % 26.8 % 26.3 % EBITDA margin (1) 7.8 % 7.5 % 7.7 % 7.8 % Adjusted EBITDA margin (2) 7.8 % 7.6 % 7.7 % 7.6 % Same-store sales (1) growth (decline) 3.0 % (0.3) % 1.9 % 1.3 % Same-store sales growth (1) - food (4) 3.8 % 0.2 % 2.3 % 2.0 % Same-store sales (decline) growth (1) - fuel (7.8) % 4.0 % (4.2) % (7.4) % Effective income tax rate 25.2 % 28.4 % 25.0 % 25.8 % (1) See "Non-GAAP Financial Measures & Financial Metrics" section of this News Release. (2) See "Non-GAAP Financial Measures & Financial Metrics" section of this News Release for a description of the types of costs and recoveries included. (3) Attributable to owners of the Company. (4) Previously named – same-store sales, excluding fuel. Food Retailing May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024 (in millions of Canadian dollars) 13 Weeks 13 Weeks $ Change 52 Weeks 52 Weeks $ Change Sales $ 7,637 $ 7,412 $ 225 $ 31,277 $ 30,733 $ 544 Gross profit 2,109 2,006 103 8,382 8,071 311 Operating income 307 280 27 1,234 1,265 (31) Adjusted operating income (1) 307 286 21 1,248 1,210 38 EBITDA (1) 593 546 47 2,354 2,337 17 Adjusted EBITDA (1) 593 552 41 2,368 2,282 86 Net earnings (2) 169 144 25 659 712 (53) Adjusted net earnings (2) 169 149 20 670 668 2 (1) See "Non-GAAP Financial Measures & Financial Metrics" section of this News Release for a reconciliation of the adjusted metrics presented in this table. (2) Attributable to owners of the Company. The following table provides a breakdown of the Company's total sales for the Food retailing segment: May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024 (in millions of Canadian dollars) 13 Weeks 13 Weeks $ Change 52 Weeks 52 Weeks $ Change Food sales $ 7,189 $ 6,928 $ 261 $ 29,338 $ 28,661 $ 677 Fuel sales 448 484 (36) 1,939 2,072 (133) Investments and Other Operations May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024 (in millions of Canadian dollars) 13 Weeks 13 Weeks $ Change 52 Weeks 52 Weeks $ Change Crombie REIT (1) $ 11 $ 12 $ (1) $ 65 $ 44 $ 21 Real estate partnerships 1 4 (3) 16 13 3 Other operations, net of corporate expenses (6) (5) (1) (26) (11) (15) Operating income $ 6 $ 11 $ (5) $ 55 $ 46 $ 9 (1) Crombie Real Estate Investment Trust ("Crombie REIT"). Empire Company Limited Operating Results Sales Food sales for the quarter ended May 3, 2025 increased by 3.8% primarily driven by positive growth across the business, particularly in the Full-Service and Discount banners. Fuel sales for the quarter ended May 3, 2025 decreased by 7.4% primarily driven by lower fuel prices due to the removal of the government carbon tax. Food sales for the fiscal year ended May 3, 2025 increased by 2.4% primarily driven by positive growth across the business, particularly in the Full-Service and Discount banners. Fuel sales for the fiscal year ended May 3, 2025 decreased by 6.4% driven by lower fuel prices and lower volume compared to the prior year, as well as the sale of the retail fuel sites in Western Canada ("Western Canada Fuel Sale") in the first quarter of fiscal 2024. Gross Profit Gross profit for the quarter ended May 3, 2025 increased by 5.1% primarily driven by higher sales, strong performance and operational discipline in the Full-Service banners and expansion in the FreshCo, Farm Boy and Voilà banners. Gross margin for the quarter ended May 3, 2025 increased to 27.6% from 27.1% in the prior year, primarily due to the mix impact of lower fuel sales and strong performance in Full-Service banners as a result of disciplined execution in targeted efficiencies in our stores, including initiatives aimed at reducing shrink. Gross margin, excluding the mix impact of fuel, increased by 32 basis points. Gross profit for the fiscal year ended May 3, 2025 increased by 3.9% primarily driven by higher sales, strong performance and operational discipline aimed at reducing shrink and business expansion (Farm Boy, FreshCo and Voilà). Gross margin for the fiscal year ended May 3, 2025 increased to 26.8% from 26.3% in the prior year, primarily as a result of strong performance in Full-Service banners including several targeted initiatives aimed at closely managing shrink and inventory and improving promotional mix, lower distribution costs driven primarily by efficiency initiatives in supply chain and the mix impact of lower fuel sales. Gross margin, excluding the mix impact of fuel, increased by 43 basis points. Operating Income May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024 (in millions of Canadian dollars) 13 Weeks 13 Weeks $ Change 52 Weeks 52 Weeks $ Change Food retailing $ 307 $ 281 $ 26 $ 1,234 $ 1,265 $ (31) Investments and other operations: Crombie REIT 11 12 (1) 65 44 21 Real estate partnerships 1 4 (3) 16 13 3 Other operations, net of corporate expenses (6) (5) (1) (26) (11) (15) 6 11 (5) 55 46 9 Operating income $ 313 $ 292 $ 21 $ 1,289 $ 1,311 $ (22) Adjustments: E-commerce Exclusivity (1) - - - 12 - 12 Restructuring (1) - 20 (20) 2 72 (70) Cybersecurity Event (1) - (14) 14 - (36) 36 Western Canada Fuel Sale (1) - - - - (91) 91 - 6 (6) 14 (55) 69 Adjusted operating income (1) $ 313 $ 298 $ 15 $ 1,303 $ 1,256 $ 47 (1) See "Non-GAAP Financial Measures & Financial Metrics" section of this News Release for a description of the types of costs and recoveries included. For the quarter ended May 3, 2025, operating income from the Food retailing segment increased mainly due to higher sales and gross profit, partially offset by higher selling and administrative expenses. Selling and administrative expenses increased mainly due to higher share based long-term incentive program expenses (an increase of $49 million compared to the prior year), mainly driven by the Company's significant share price appreciation and increased vesting level. Higher retail labour costs driven by wage rate increases, continued investment in business expansion (Farm Boy, FreshCo and Voilà) and an increase in depreciation and amortization also increased selling and administration expenses. For the fiscal year ended May 3, 2025, operating income from the Food retailing segment decreased mainly due to higher selling and administration expenses in the current year, partially offset by higher sales and gross profit. Selling and administrative expenses increased due to higher share based long-term incentive program expenses (an increase of $81 million compared to the prior year), mainly driven by the Company's significant share price appreciation and increased vesting level. An increase in compensation expense primarily driven by retail labour costs, continued investment in business expansion (Farm Boy, FreshCo and Voilà), and an increase in depreciation and amortization also increased selling and administration expenses. For the quarter ended May 3, 2025, operating income from the Investments and other operations segment slightly decreased primarily due to a decrease in property sales in real estate partnerships. For the fiscal year ended May 3, 2025, operating income from the Investments and other operations segment increased primarily as a result of higher equity earnings from Crombie REIT, due to an increase in property sales, which was partially offset by the Company's investment in Scene+ driven by increase member participation and redemption of its loyalty program points. EBITDA May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024 (in millions of Canadian dollars) 13 Weeks 13 Weeks $ Change 52 Weeks 52 Weeks $ Change EBITDA (1) $ 599 $ 557 $ 42 $ 2,409 $ 2,382 $ 27 Adjustments: E-commerce Exclusivity (2) - - - 12 - 12 Restructuring (2) - 20 (20) 2 72 (70) Cybersecurity Event (2) - (14) 14 - (36) 36 Western Canada Fuel Sale (2) - - - - (91) 91 - 6 (6) 14 (55) 69 Adjusted EBITDA (2) $ 599 $ 563 $ 36 $ 2,423 $ 2,327 $ 96 (1) See "Non-GAAP Financial Measures & Financial Metrics" section of this News Release. (2) See "Non-GAAP Financial Measures & Financial Metrics" section of this News Release for a description of the types of costs and recoveries included. For the quarter ended May 3, 2025, EBITDA increased to $599 million from $557 million in the prior year mainly as a result of the same factors affecting operating income (excluding the increase in depreciation and amortization of $20 million). Adjusted EBITDA margin increased to 7.8% from 7.6% in the prior year. For the fiscal year ended May 3, 2025, EBITDA increased to $2,409 million from $2,382 million in the prior year mainly as a result of the same factors affecting operating income (which excludes the increase in depreciation and amortization of $49 million). Adjusted EBITDA margin increased to 7.7% from 7.6% in the prior year. Income Taxes For the quarter ended May 3, 2025, the effective income tax rate was 25.2% compared to 28.4% in the same quarter last year. The effective tax rate was lower than the statutory rate primarily due to the benefits of investment tax credits and the revaluation of tax estimates, not all of which are recurring. The effective tax rate in the same quarter last year was higher than the statutory rate primarily due to changes in tax rates and the revaluation of tax estimates, not all of which are recurring, partially offset by the benefits of investment tax credits. The effective income tax rate for the fiscal year ended May 3, 2025, was 25.0% compared to 25.8% last year. The current year effective tax rate was lower than the statutory rate primarily due to non-taxable capital items, consolidated structured entities and non-taxable capital items that are taxed at lower rates, and the benefits of investment tax credits. The effective tax rate in the prior year was lower than the statutory rate primarily due to the revaluation of tax estimates, not all of which were recurring and the benefits of investment tax credits. Net Earnings (in millions of Canadian dollars, except per share amounts) May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024 13 Weeks 13 Weeks $ Change 52 Weeks 52 Weeks $ Change Net earnings (1) $ 173 $ 149 $ 24 $ 700 $ 725 $ (25) EPS (4) (fully diluted) $ 0.74 $ 0.61 $ 0.13 $ 2.93 $ 2.92 $ 0.01 Adjustments (2) (net of income taxes): E-commerce Exclusivity (3) - - - 9 - 9 Restructuring (3) - 15 (15) 2 53 (51) Cybersecurity Event (3) - (10) 10 - (25) 25 Western Canada Fuel Sale (3) - - - - (72) 72 - 5 (5) 11 (44) 55 Adjusted net earnings (1)(3)(5) $ 173 $ 154 $ 19 $ 711 $ 681 $ 30 Adjusted EPS (1)(3) (fully diluted) $ 0.74 $ 0.63 $ 0.11 $ 2.98 $ 2.74 $ 0.24 Diluted weighted average number of shares outstanding (in millions) 234.8 243.7 (8.9) 238.6 248.4 (9.8) Adjusted Impacts on Net Earnings The Company has taken actions in its e-commerce business to decrease costs and increase its flexibility to serve customers, including ending its mutual exclusivity agreement with Ocado. The Company included in its adjusted metrics the adjustment for the exclusivity costs. In the first quarter of fiscal 2025, the Company incurred a non-cash charge related to ending the exclusivity. The impact to net earnings for the fiscal year ended May 3, 2025 was ($9) million (2024 - $ nil). In the first quarter of fiscal 2024, Empire began to pursue strategies to optimize its organization, improve efficiencies and reduce costs including changes to its leadership team and organizational structure and the voluntary buyout of certain unionized employees (the "Restructuring"). The Company included in adjusted metrics the adjustment for restructuring costs. The impact to net earnings for the quarter and fiscal year ended May 3, 2025 were $ nil and ($2) million respectively (May 4, 2024 – ($15) million and ($53) million respectively). In the second quarter of fiscal 2023, Empire experienced IT system issues related to a Cybersecurity Event. The Company included in its adjusted metrics an adjustment for direct costs such as inventory shrink, hardware and software restoration costs, legal and professional fees, and labour costs, net of insurance recoveries. The impact to net earnings for the quarter and fiscal year ended May 3, 2025 was a recovery of $ nil (2024 – $10 million and $25 million, respectively). On July 30, 2023, Empire completed the sale of its Western Fuel Business to Canadian Mobility Services Limited, a wholly-owned subsidiary of Shell Canada. The sale of all 56 retail fuel sites in Western Canada was completed for approximately $100 million, which resulted in a pre-tax gain of $91 million. The impact to net earnings for the fiscal year ended May 3, 2025 was a recovery of $ nil (2024 - $72 million). Capital Expenditures The Company invested $233 million and $721 million in capital expenditures (1) for the quarter and fiscal year ended May 3, 2025 (May 4, 2024 – $416 million and $831 million), respectively including renovations and construction of new stores, investments in advanced analytics technology and other technology systems and Voilà CFCs. In fiscal 2026, capital expenditures are expected to be approximately $850 million, with approximately 50% of this investment allocated to store renovations and new store expansion (including a 1.5% increase in store footprint expansion from new stores), 25% on IT projects and business development projects and the remainder on logistics and sustainability. The Company is on track to renovate approximately 20% to 25% of the network between fiscal 2024 and fiscal 2026. Free Cash Flow May 3, 2025 May 4, 2024 May 3, 2025 May 4, 2024 (in millions of Canadian dollars) 13 Weeks 13 Weeks $ Change 52 Weeks 52 Weeks $ Change Cash flows from operating activities $ 685 $ 556 $ 129 $ 2,127 $ 2,073 $ 54 Add: Proceeds on disposal of assets (1) and lease modifications and terminations 28 32 (4) 149 180 (31) Less: Interest paid (19) (11) (8) (59) (50) (9) Payments of lease liabilities, net of payments received for finance subleases (176) (170) (6) (712) (674) (38) Acquisitions of property, equipment, investment property and intangibles (200) (302) 102 (777) (799) 22 Free cash flow (2) $ 318 $ 105 $ 213 $ 728 $ 730 $ (2) (1) Proceeds on disposal of assets include property, equipment and investment property. (2) See "Non-GAAP Financial Measures & Financial Metrics" section of this News Release. For the quarter ended May 3, 2025, free cash flow increased versus prior year primarily as a result of an increase in cash flows from operating activities and a decrease in capital investments. For the fiscal year ended May 3, 2025, free cash flow decreased slightly versus prior year primarily as a result of an increase in payments of lease liabilities and a decrease in proceeds on disposal of assets and lease modifications and terminations offset by an increase in cash flows from operating activities and a decrease in capital investments. CONSOLIDATED FINANCIAL CONDITION (in millions of Canadian dollars, except per share and ratio calculations) May 3, 2025 May 4, 2024 May 6, 2023 Shareholders' equity, net of non-controlling interest $ 5,410 $ 5,341 $ 5,200 Book value per common share (1) $ 23.13 $ 21.54 $ 20.09 Long-term debt, including current portion $ 1,082 $ 1,096 $ 1,012 Long-term lease liabilities, including current portion $ 6,382 $ 6,265 $ 6,185 Funded debt to total capital (1) 58.0 % 58.0 % 58.1 % Funded debt to adjusted EBITDA (1) 3.1x 3.2x 3.1x Adjusted EBITDA to interest expense (1) 8.2x 8.3x 8.8x Current assets to current liabilities 0.8x 0.8x 0.8x Total assets $ 17,019 $ 16,790 $ 16,484 Total non-current financial liabilities $ 7,379 $ 7,430 $ 7,290 (1) See "Non-GAAP Financial Measures & Financial Metrics" section of this News Release. During fiscal 2025, Sobeys' credit ratings for both Morningstar DBRS ("DBRS") and S&P Global ("S&P") remained unchanged from the prior year. The following table shows Sobeys' credit ratings as at May 3, 2025: The amended and restated credit agreements for both Empire and Sobeys, dated November 3, 2022, were amended on June 24, 2024 for updated Canadian Overnight Repo Rate Average ("CORRA"). On June 28, 2024, CORRA replaced Canadian Dollar Offered Rate ("CDOR") and any maturing Bankers' Acceptances after this date were converted to CORRA loans. The use of CORRA rates has not resulted in a material difference in the Company's cost of borrowing under the Empire and Sobeys credit facilities compared to CDOR. On June 21, 2024, Sobeys established a senior, unsecured non-revolving term credit facility for $120 million with a maturity date of June 20, 2025. Subsequent to the year ended May 3, 2025, on June 18, 2025, Sobeys amended the facility to extend the maturity by one year. This facility will now mature June 19, 2026. All other terms of the facility stayed the same. Interest payable on this facility fluctuates with changes in the Canadian prime rate or CORRA. The facility was fully utilized on June 21, 2024, with the proceeds used to refinance amounts owing under its existing credit facility. As of May 3, 2025, the outstanding amount of the facility was $120 million. Sobeys, through its acquisition of Longo's, has an operating line of credit which was amended from $100 million to $115 million on March 25, 2025. As of May 3, 2025, the outstanding amount of the facility was $82 million (May 4, 2024 - $64 million). Interest payable on this facility fluctuates with changes in the Canadian prime rate. For additional information on Empire's long-term debt, see Note 15 of the Company's audited Consolidated Financial Statements for the fiscal year ended May 3, 2025. Business Updates E-Commerce Voilà, the Company's online delivery business, has three active CFCs located in Toronto, Montreal and Calgary. In the fourth quarter of fiscal 2024, the Company decided to pause the opening of its fourth CFC in Vancouver to focus efforts on driving volume and performance in its three active CFCs. Construction of the external building for the fourth CFC has been substantially completed with the internal work related to the grid build and robot commissioning not yet started. Once e-commerce penetration rates in Canada increase, the Company will be in a position to make a decision quickly on when it will proceed with the opening of its fourth CFC. The Company has also taken actions to decrease costs and increase its flexibility to serve customers, including ending its mutual exclusivity agreement with Ocado before it was originally estimated to end. This resulted in a non-cash pre-tax charge related to ending the exclusivity of $12 million during the first quarter of fiscal 2025. On October 24, 2024, the Company announced partnerships with Instacart and Uber Eats in Ontario, providing customers with new ways to shop its stores online. On December 5, 2024, the Company expanded these partnerships to Western Canada across various banners and also to Foodland in Ontario. On March 11, 2025, these partnerships were expanded to Quebec and Atlantic Canada, completing the national grocery rollout based on serviceable locations. Subsequently on May 27, 2025, the Company launched the partnerships with Lawtons. These new partnerships complement Voilà by providing a full suite of delivery options for our customers across the marketplace platforms at many of the Company's banners such as Sobeys, Farm Boy, Longo's, FreshCo, Safeway, IGA, IGA Extra, Foodland and Lawtons. The actions that the Company has taken as outlined above have had a positive impact on the e-commerce financial performance in fiscal 2025 and is expected to have an even greater benefit in fiscal 2026 and beyond. Voilà's future earnings will primarily be impacted by sales volume, with strong margins, operational efficiencies and cost discipline also serving as important drivers to manage financial performance. While the market penetration of Voilà continues to be strong, the size and growth of the Canadian grocery e-commerce market is smaller than anticipated, resulting in higher net earnings dilution than originally estimated. In the quarter ended May 3, 2025, the Company's e-commerce platforms Voilà (including curbside pickup), and the new partnerships with Instacart and Uber Eats, generated a combined sales increase of 80.2% compared to the same quarter in the prior year. The increase is primarily driven by contribution from the rollouts of the new partnerships in fiscal 2025 and continued strong double-digit sales growth of Voilà. Along with Scotiabank and Cineplex, Empire is a co-owner of Scene+, one of Canada's leading loyalty programs. Scene+ has been rewarding customers in almost all of the Company's banners since launching in fiscal 2023. In that time, Scene+ has grown from 10 million to over 15 million members, while offering a breadth of rewards categories to its members, providing a strategic marketing and promotional tool for the Company. The Company's key priority with Scene + is to accelerate program engagement by focusing on personalization. By using machine learning and artificial intelligence algorithms, personalization recommendations will be improved, delivering the right message to the right customer at the right time, through the right channels. FreshCo Since fiscal 2018, the Company has been expanding its FreshCo discount banner to Western Canada and its significant growth has been driven by store conversions and regional expansion. The value proposition and strong multicultural assortment, along with the addition of the Scene + loyalty program, has supported the growth and expansion of the Discount banner. As at June 18, 2025, FreshCo has 49 stores operating in Western Canada. Subsequent to the quarter ended May 3, 2025, the Company opened one FreshCo store in Western Canada and expects to open an additional six stores in fiscal 2026. The Company expects to have opened 65 FreshCo stores in Western Canada over the next several years. Other Items Western Canada Fuel Sale On December 13, 2022, the Company signed a definitive agreement between a wholly-owned subsidiary of Sobeys and Canadian Mobility Services Limited, a wholly-owned subsidiary of Shell Canada, to sell all 56 retail fuel sites in Western Canada for approximately $100 million. Following regulatory review and approval, the Western Canada Fuel Sale was completed in the first quarter of fiscal 2024. OUTLOOK Management aims to grow total adjusted EPS over the long-term through net earnings and share purchases. The Company intends to continue improving sales, gross margin (excluding fuel) and adjusted EBITDA margin by focusing on priorities such as; a continued focus on stores (investing in renovations, new store expansion, and Own Brands program enhancement), an expanded focus on digital and data (through key strategic initiatives including e-commerce, Scene+, personalization, space productivity and promotional optimization), and driving efficiency and cost effectiveness through initiatives related to sourcing of goods not for resale, supply chain productivity and the organizational structure. For fiscal 2026, capital spend is expected to be approximately $850 million, with approximately half of this investment allocated to renovations and new store expansion (including a 1.5% increase in store footprint expansion from new stores), 25% allocated to IT and business development projects and the remainder allocated to logistics and sustainability. The Company is on track with its plan to renovate approximately 20% to 25% of the network between fiscal 2024 and fiscal 2026. During fiscal 2026, the Company expects aggregate pre-tax earnings from Other income plus Share of earnings from investments, at equity (both found in the Company's Consolidated Statements of Earnings), to be in the range of $120 million to $140 million (2025 - $158 million). In the quarter ended May 3, 2025, the Company's internal food inflation continues to be below the Consumer Price Index for food purchased from stores and was largely in line with internal food inflation from the quarter ended February 1, 2025. The Company is focused on supplier relationships and negotiations to ensure competitive pricing for customers. The Company continues to be well positioned to pursue long-term growth despite the impacts of global economic uncertainties. Recent imposition of tariffs by the United States government and retaliatory tariffs by the Canadian government are expected to create volatility in the Canadian economy, including higher future costs for importing goods, potentially contributing to higher inflation if increased costs are passed to Canadian consumers. The timing and duration of increased tariffs create financial uncertainty for Canadian companies, and may lead to potential job losses, reduced economic activity, and weakening confidence in the future, and could disrupt supplier relationships and the supply chain, and this may increase the volatility in the Company's operational results. In the third quarter of fiscal 2025, management estimated that the average of the Company's annual sales related to goods sourced from the United States was approximately 12%. This percentage has continued to decline as the Company remains focused on promoting local and Canadian products and seeking alternate sources of supply outside of the United States. FORWARD-LOOKING INFORMATION This document contains forward-looking statements which are presented for the purpose of assisting the reader to contextualize the Company's financial position and understand management's expectations regarding the Company's strategic priorities, objectives and plans. These forward-looking statements may not be appropriate for other purposes. Forward-looking statements are identified by words or phrases such as "anticipates", "expects", "believes", "estimates", "intends", "could", "may", "plans", "predicts", "projects", "will", "would", "foresees" and other similar expressions or the negative of these terms. These forward-looking statements include, but are not limited to, the following items: The Company's aim to increase total adjusted EPS through net earnings growth and share repurchases, as well as its intention to continue improving sales, gross margin (excluding fuel) and adjusted EBITDA margin, all of which could be impacted by several factors including a prolonged unfavourable macro-economic environment and unforeseen business challenges, as well as the factors identified in the "Risk Management" section of the fiscal 2025 annual MD&A The Company's plans to further grow and enhance the Own Brands portfolio, which may be impacted by future operating costs and customer response; The Company's plan to invest $850 million capital in its network in fiscal 2026, including new store expansions and renovations and renovate approximately 20% to 25% of the network between fiscal 2024 and fiscal 2026 which could be impacted by cost of materials, availability of contractors, operating results, and other macro-economic impacts; The Company's expectation that it will meet targeted store growth of FreshCo, which may be impacted by customer response, availability of contractors, operating results, and other macro-economic impacts; The Company's expectation that it will continue its e-commerce expansion with Voilà and that actions are expected to have a positive impact on Voilà's financial performance in fiscal 2026 and its ability to gain access to a larger segment of the grocery e-commerce market, which may be impacted by future operating and capital costs, customer response and the performance of its technology provider, Ocado; The Company's expectation that the Scene+ program will accelerate engagement by focusing on scaling personalization, which may be impacted by customer response, Scene+ app usage and the pace at which personalized offers are rolled out; The Company's expectation that it will continue to focus on driving efficiency and cost effectiveness initiatives including the ability to successfully pursue other e-commerce cost saving initiatives which could be impacted by supplier relationships, labour relations, successfully implementing operational efficiencies and other macro-economic impacts; The Company's expectation that Other income plus Share of earnings from investments, at equity will in aggregate, be in a range of $120 million to $140 million in fiscal 2026, which assumes completion of pending real estate transactions by the Company and Share of earnings from investments, at equity being consistent with historical values adjusted for significant transactions and may be impacted by the timing and terms of completion of real estate-related transactions and actual results from Crombie REIT and Real estate partners; The Company's expectations regarding the amount and timing of costs relating to the completion of the future CFC, which may be impacted by supply of materials and equipment, construction schedules and capacity of construction contractors; The Company's expectation regarding its ability to ensure competitive pricing for customers and pursue long-term growth, which may be impacted by supplier relationships and negotiations and the macro-economic environment; The Company's expectation that recent imposition of tariffs by the United States and retaliatory tariffs by the Canadian government will create volatility in the Canadian economy, including higher future costs for importing goods potentially contributing to higher inflation if increased costs are passed to Canadian consumers, which may be impacted by the length of time tariffs are imposed, the extent of counter measures imposed by other countries, the changes in consumer behaviour, and the extent of the impacts on the supply chain; and The Company's plans to purchase for cancellation Class A shares under the NCIB, which may be impacted by market and macro-economic conditions, availability of sellers, changes in laws and regulations, and operating results. By its nature, forward-looking information requires the Company to make assumptions and is subject to inherent risks, uncertainties and other factors which may cause actual results to differ materially from forward-looking statements made. For more information on risks, uncertainties and assumptions that may impact the Company's forward-looking statements, please refer to the Company's materials filed with the Canadian securities regulatory authorities, including the "Risk Management" section of the fiscal 2025 annual MD&A. Although the Company believes the predictions, forecasts, expectations or conclusions reflected in the forward-looking information are reasonable, it can provide no assurance that such matters will prove correct. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such forward-looking information. The forward-looking information in this document reflects the Company's current expectations and is subject to change. The Company does not undertake to update any forward-looking statements that may be made by or on behalf of the Company other than as required by applicable securities laws. NON-GAAP FINANCIAL MEASURES & FINANCIAL METRICS There are measures and metrics included in this News Release that do not have a standardized meaning under generally accepted accounting principles ("GAAP") and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. Management believes that certain of these measures and metrics, including gross profit and EBITDA, are important indicators of the Company's ability to generate liquidity through operating cash flow to fund future working capital requirements, service outstanding debt and fund future capital expenditures and uses these metrics for these purposes. In addition, management presents adjusted measures and metrics, including operating income, EBITDA and net earnings in an effort to provide investors and analysts with a more comparable year-over-year performance metric than the basic measure by excluding certain items. These items may impact the analysis of trends in performance and affect the comparability of the Company's core financial results. By excluding these items, management is not implying they are non-recurring. The Company includes these measures and metrics because it believes certain investors use these measures and metrics as a means of assessing financial performance. Empire's definition of the non-GAAP terms included in this News Release are as follows: The E-commerce Exclusivity adjustment includes the impact of the early termination of the mutual exclusivity agreement with Ocado, resulting in a non-cash charge related to the impairment of an intangible asset. The Restructuring adjustment includes costs incurred to plan and implement strategies to optimize the organization and improve efficiencies, including severance, professional fees and voluntary labour buyouts. The Cybersecurity Event adjustment includes the impact of incremental direct costs such as inventory shrink, hardware and software restoration costs, legal and professional fees, labour costs and insurance recoveries. Management believes that the Cybersecurity Event adjustment results in a useful economic representation of the underlying business on a comparative basis. The adjustment does not include management's estimate of the full financial impact of the Cybersecurity Event, as it excludes the net earnings impacts related to the estimated decline in sales and operational effectiveness from impacts such as the temporary loss of advanced planning, promotion and fresh item management tools, the temporary closure of pharmacies, and customers' temporary inability to redeem gift cards and loyalty points. The Western Canada Fuel Sale adjustment includes the impact of the gain on sale which is comprised of the purchase price less the write off of tangible assets and goodwill, legal and professional fees as well as lease termination impacts. The Grocery Gateway Integration adjustment includes the impact of the asset write-off related to the Grocery Gateway name and facility assets, severance, IT project costs and other costs. Same-store sales are sales from stores in the same location in both reporting periods. Gross profit is calculated as sales less cost of sales. Gross margin is gross profit divided by sales. The following table reconciles gross profit on a consolidated basis: Adjusted operating income is operating income excluding certain items to better analyze trends in performance. These items are excluded to allow for better period over period comparison of ongoing operating results. Adjusted operating income is reconciled to operating income in its respective subsection of the "Summary Results – Fourth Quarter & Fiscal Year" section. EBITDA is calculated as net earnings before finance costs (net of finance income), income tax expense, depreciation and amortization of intangibles. EBITDA margin is EBITDA divided by sales. The following tables reconciles net earnings to EBITDA on a consolidated basis and for the Food retailing segment: 13 Weeks May 3, 2025 May 4, 2024 (in millions of Canadian dollars) Food retailing Investment and other operations Total Food retailing Investment and other operations Total Net earnings $ 175 $ 3 $ 178 $ 151 $ 5 $ 156 Income tax expense 58 2 60 57 5 62 Finance costs, net 74 1 75 72 2 74 Operating income 307 6 313 280 12 292 Depreciation 255 - 255 236 (1) 235 Amortization of intangibles 31 - 31 30 - 30 EBITDA $ 593 $ 6 $ 599 $ 546 $ 11 $ 557 52 Weeks May 3, 2025 May 4, 2024 (in millions of Canadian dollars) Food retailing Investment and other operations Total Food retailing Investment and other operations Total Net earnings $ 705 $ 41 $ 746 $ 750 $ 13 $ 763 Income tax expense 239 10 249 240 26 266 Finance costs, net 290 4 294 275 7 282 Operating income 1,234 55 1,289 1,265 46 1,311 Depreciation 1,002 - 1,002 950 - 950 Amortization of intangibles 118 - 118 121 - 121 EBITDA $ 2,354 $ 55 $ 2,409 $ 2,336 $ 46 $ 2,382 Adjusted EBITDA is EBITDA excluding certain items to better analyze trends in performance. These items are excluded to allow for better period over period comparison of ongoing operating results. Adjusted EBITDA is reconciled to EBITDA in its respective subsection of the "Summary Results – Fourth Quarter & Fiscal Year" section. Adjusted EBITDA margin is adjusted EBITDA divided by sales. Management calculates interest expense as interest expense on financial liabilities measured at amortized cost and interest expense on lease liabilities. The following tables reconciles finance costs, net to interest expense: Adjusted net earnings is net earnings, net of non-controlling interest, excluding certain items to better analyze trends in performance. These items are excluded to allow for better period over period comparison of ongoing operating results. Adjusted net earnings is reconciled in its respective subsection of the "Summary Results – Fourth Quarter & Fiscal Year" section. Adjusted EPS (fully diluted) is calculated as adjusted net earnings divided by diluted weighted average number of shares outstanding. Free cash flow is calculated as cash flows from operating activities, plus proceeds on disposal of property, equipment and investment property and lease modifications and terminations, less acquisitions of property, equipment, investment property and intangibles, interest paid and payments of lease liabilities, net of payments received from finance subleases. Book value per common share is shareholders' equity, net of non-controlling interest, divided by total common shares outstanding. The following table shows the calculation of Empire's book value per common share: (in millions of Canadian dollars, except per share amounts) May 3, 2025 May 4, 2024 May 6, 2023 Shareholders' equity, net of non-controlling interest $ 5,410 $ 5,341 $ 5,200 Shares outstanding (basic) 233.9 248.0 258.8 Book value per common share $ 23.13 $ 21.54 $ 20.09 Funded debt is all interest-bearing debt, which includes bank loans, notes payable, credit facilities and lease liabilities. Total capital is calculated as funded debt plus shareholders' equity, net of non-controlling interest. The following table reconciles the Company's funded debt and total capital to GAAP measures: (in millions of Canadian dollars) May 3, 2025 May 4, 2024 May 6, 2023 Long-term debt due within one year $ 225 $ 114 $ 101 Long-term debt 857 982 911 Lease liabilities due within one year 597 585 564 Long-term lease liabilities 5,785 5,680 5,621 Funded debt 7,464 7,361 7,197 Total shareholders' equity, net of non-controlling interest 5,410 5,341 5,200 Total capital $ 12,874 $ 12,702 $ 12,397 Funded debt to total capital ratio is funded debt divided by total capital. Funded debt to adjusted EBITDA ratio is funded debt divided by trailing four-quarter adjusted EBITDA. Adjusted EBITDA to interest expense ratio is trailing four-quarter adjusted EBITDA divided by trailing four-quarter interest expense. CONFERENCE CALL INFORMATION The Company will hold an analyst call on Thursday, June 19, 2025 beginning at 8:30 a.m.. (Eastern Daylight Time) during which senior management will discuss the Company's financial results for the fourth quarter of fiscal 2025. To instantly join the conference call by phone, please use the following URL to easily register yourself and be connected into the conference call automatically: You can also be entered to the call by an Operator by dialing (888) 699-1199 outside the Toronto area or (416) 945-7677 from within the Toronto area. To secure a line, please call 10 minutes prior to the conference call; you will be placed on hold until the conference call begins. The media and investing public may access this conference call via a listen mode only. You may also listen to a live audiocast of the conference call by visiting the "Quick Links" section of the Company's website located at and then navigating to the "Empire Company Limited Quarterly Results Call" link. The replay will be available by dialing (888) 660-6345 and entering access code 42094 until midnight July 3, 2025, or on the Company's website for 90 days following the conference call. SELECTED FINANCIAL INFORMATION The following unaudited quarterly and audited annual financial information has been prepared on a basis consistent with the audited Consolidated Financial Statements for the year ended May 3, 2025. The information does not include all disclosures required by International Financial Reporting Standards ("IFRS") and should be read in conjunction with the Company's 2025 audited Consolidated Financial Statements available on SEDAR+ at or by accessing the Investor Centre section of the Company's website at Consolidated Statements of Earnings May 3 May 4 May 3 May 4 (in millions of Canadian dollars, except per share amounts) 2025 2024 2025 2024 13 Weeks 13 Weeks 52 Weeks 52 Weeks Sales $ 7,637 $ 7,412 $ 31,277 $ 30,733 Other income 26 13 90 180 Share of earnings from investments, at equity 11 13 68 51 Operating expenses Cost of sales 5,528 5,406 22,895 22,662 Selling and administrative expenses 1,833 1,740 7,251 6,991 Operating income 313 292 1,289 1,311 Finance costs, net 75 74 294 282 Earnings before income taxes 238 218 995 1,029 Income tax expense 60 62 249 266 Net earnings $ 178 $ 156 $ 746 $ 763 Earnings for the year attributable to: Owners of the Company $ 173 $ 149 $ 700 $ 726 Non-controlling interest 5 7 46 37 $ 178 $ 156 $ 746 $ 763 Earnings per share Basic $ 0.74 $ 0.61 $ 2.94 $ 2.92 Diluted $ 0.74 $ 0.61 $ 2.93 $ 2.92 Weighted average number of common shares outstanding, in millions Basic 233.9 243.4 237.9 248.0 Diluted 234.8 243.7 238.6 248.4 Consolidated Statements of Cash Flows May 3 May 4 May 3 May 4 2025 2024 2025 2024 (in millions of Canadian dollars) 13 Weeks 13 Weeks 52 Weeks 52 Weeks Operations Net earnings $ 178 $ 156 $ 746 $ 763 Adjustments for: Depreciation 255 235 1,002 950 Income tax expense 60 62 249 266 Finance costs, net 75 74 294 282 Amortization of intangibles 31 30 118 121 Net gains on disposal of net assets (4) (10) (57) (108) Net gains on lease modifications and terminations (18) - (18) (39) Impairment losses of non-financial assets, net 2 - 14 - Impairment losses of long-lived assets - - 3 - Amortization of deferred items (1) - 1 1 Equity earnings of other entities, net of distributions received 3 - (3) 19 Employee future benefits 2 (5) (9) (9) (Decrease) increase in long-term provisions (7) - (16) 4 Equity based compensation - 2 16 9 Net change in non-cash working capital 165 43 27 (80) Income taxes paid, net (56) (31) (240) (106) Cash flows from operating activities 685 556 2,127 2,073 Investment Increase in equity investments (11) (2) (26) (6) Property, equipment and investment property purchases (158) (277) (640) (705) Intangible purchases (42) (25) (137) (94) Proceeds on disposal of assets 6 32 127 146 Proceeds on lease modifications and terminations 22 - 22 34 Leases and other receivables, net (21) (20) (22) (48) Other assets 1 - (8) (12) Other liabilities 10 4 4 (2) Business acquisitions - (5) (15) (19) Payments received for finance subleases 27 26 96 94 Interest received - - 2 3 Cash flows used in investing activities (166) (267) (597) (609) Financing Issuance of long-term debt 19 10 98 97 Advance on non-revolving credit facility - - 120 - Repayments of long-term debt (11) (14) (94) (100) (Repayments) advances on revolving credit facilities, net (56) 157 (138) 86 Interest paid (19) (11) (59) (50) Payments of lease liabilities (principal portion) (136) (132) (548) (527) Payments of lease liabilities (interest portion) (67) (64) (260) (241) Repurchase of common shares (100) (100) (400) (400) Dividends paid (48) (45) (192) (181) Non-controlling interest (7) (79) (32) (109) Cash flows used in financing activities (425) (278) (1,505) (1,425) Increase in cash and cash equivalents 94 11 25 39 Cash and cash equivalents, beginning of period 191 249 260 221 Cash and cash equivalents, end of period $ 285 $ 260 $ 285 $ 260 2025 ANNUAL REPORT The Company's audited Consolidated Financial Statements and the notes thereto for the fiscal year ended May 3, 2025 and MD&A for the fiscal year ended May 3, 2025, which includes discussion and analysis of results of operations, financial position and cash flows will be available today, June 19, 2025. These documents can be accessed through the Investor Centre section of the Company's website at and also at The Company's 2025 Annual Report will be available on or about August 1, 2025 and can be accessed through the Investor Centre section of the Company's website at and also at ABOUT EMPIRE Empire Company Limited (TSX: EMP.A) is a Canadian company headquartered in Stellarton, Nova Scotia. Empire's key businesses are food retailing, through wholly-owned subsidiary Sobeys Inc., and related real estate. With approximately $31 billion in annual sales and $17 billion in assets, Empire and its subsidiaries, franchisees and affiliates employ approximately 129,000 people. Additional financial information relating to Empire, including the Company's Annual Information Form, can be found on the Company's website at or on SEDAR+ at
Yahoo
16-06-2025
- Business
- Yahoo
SURGE ENERGY INC. ANNOUNCES APPROVAL FOR RENEWAL OF NORMAL COURSE ISSUER BID
CALGARY, AB, June 16, 2025 /CNW/ - Surge Energy Inc. ("Surge" or the "Company") (TSX: SGY) is pleased to announce that the Toronto Stock Exchange (the "TSX") has accepted Surge's notice of intention to renew the Company's normal course issuer bid ("NCIB") for its outstanding common shares ("Common Shares") in accordance with the rules and policies of the TSX. RETURN OF CAPITAL FRAMEWORK The NCIB is an integral component of the Company's return of capital framework for the distribution of excess free cash flow, providing direct returns to Surge shareholders. Surge's Board of Directors and Management believe that at certain times the prevailing trading price of Surge's Common Shares does not reflect their underlying value. Consequently, the repurchase of Common Shares provides an opportunity to enhance the Company's per share metrics. A key focus of Surge's Board of Directors and Management is to maximize free cash flow available for shareholder returns through a combination of: 1) A sustainable base dividend;2) Strategic Common Share buybacks;3) Debt reduction;4) Organic production per share growth; and5) Accretive acquisitions. Under the Company's current NCIB, which is set to expire on June 18, 2025, the Company is authorized to repurchase up to 9,781,079 Common Shares. As at June 5, 2025, Surge has repurchased an aggregate of 3,078,400 Common Shares under the Company's previous NCIB, at a weighted average price of $5.91 per share. This represents approximately 3.1 percent of the Company's outstanding Common Shares when the expiring NCIB was approved on June 14, 20241. These Common Share repurchases are in addition to Surge's annual cash dividend of $0.52 per share (paid monthly), which currently represents an 8.5 percent yield2. Furthermore, between Q1/24 and Q1/25, Surge reduced its net debt3 by $49.9 million (17 percent), from $295.9 million in Q1/24 to $246.0 million in Q1/25. On an annualized basis, Surge's Q1/25 adjusted funds flow ("AFF")3 of $80.1 million represented 0.77 times Q1/25 net debt. On this basis, over the previous four quarters4, Surge generated $311.7 million of AFF and delivered the following to the Company's shareholders: 1) $50.9 million in base dividend payments;2) $16.3 million of share buybacks; and3) $49.9 million of net debt reduction. Surge expects that the repurchase of Common Shares will benefit its remaining shareholders by increasing their equity ownership interest in the Company. In addition, Surge does not have to pay a dividend on the Common Shares that it acquires pursuant to the NCIB, thereby improving the Company's sustainability. NCIB DETAILS The Company had 99,133,257 Common Shares issued and outstanding as at June 5, 2025. The NCIB allows Surge to repurchase up to 9,597,280 Common Shares of the Company (representing approximately 10% of the 95,972,802 issued and outstanding Common Shares that comprise the public float as of June 5, 2025) over a period of twelve months commencing on June 19, 2025. The NCIB will expire no later than June 18, 2026. The actual number of Common Shares which may be repurchased pursuant to the NCIB will be determined by management of the Company. Any Common Shares that are repurchased by Surge under the NCIB will be cancelled. Under the NCIB, Common Shares may be repurchased in open market transactions through the facilities of the TSX, on alternative Canadian trading systems, if eligible, or on other designated exchanges such as CBOE Canada Inc., Canadian Securities Exchange (CSE) or Nasdaq CXC Limited, in each case, in accordance with the rules of the TSX governing NCIBs. The price paid by the Company for any such Common Shares will be the prevailing market price at the time of repurchase. The total number of Common Shares the Company is permitted to repurchase is subject to a daily purchase limit of 136,306 Common Shares, representing 25% of the average daily trading volume of 545,225 Common Shares on the TSX, calculated for the six-month period ended May 30, 2025. Notwithstanding the daily purchase limit, Surge may make one block purchase per calendar week which exceeds the daily repurchase restrictions. The Company may approve the implementation of an automatic repurchase plan with its designated broker in order to facilitate purchases of Common Shares under the NCIB, at times when the Company ordinarily would not be active in the market due to regulatory restrictions or self-imposed blackout periods. If implemented, purchases made pursuant to the automatic repurchase plan, if any, will be made by the Company's designated broker based upon the parameters prescribed by the TSX, applicable Canadian securities laws and the terms of the written agreement between the Company and its designated broker. If entered into, the automatic repurchase plan will constitute an "automatic plan" for purposes of applicable Canadian securities legislation and the form of agreement to be entered into has been reviewed by the TSX. Forward-Looking Statements This press release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. More particularly, this press release contains statements concerning: Surge's intention to commence the NCIB; Surge's capital framework and the ability of Surge to distribute excess free cash flow, including the ability of the NCIB to contribute to such framework; the expectation that the repurchase of Common Shares will benefit remaining shareholders by increasing their equity ownership in the Company; the anticipated expiration date of the NCIB; the number of Common Shares to be repurchased pursuant to the NCIB, the timing of such purchases and the price to be paid for Common Shares repurchased; the implementation of an automatic purchase plan during the NCIB, the purchase of Common Shares thereunder by the Company's designated broker, that the automatic purchase plan will constitute an "automatic plan" for purposes of applicable Canadian securities legislation and the form of agreement to be entered into in respect of the automatic repurchase plan. The forward-looking statements are based on certain key expectations and assumptions made by Surge, including expectations and assumptions around the performance of existing wells and success obtained in drilling new wells; Surge's belief that at times the prevailing trading price of the Common Shares does not reflect the underlying value of the Common Shares; anticipated expenses, cash flow and capital expenditures; the application of regulatory and royalty regimes; prevailing commodity prices and economic conditions; development and completion activities; the performance of new wells; the successful implementation of waterflood programs; the availability of and performance of facilities and pipelines; the geological characteristics of Surge's properties; the successful application of drilling, completion and seismic technology; the determination of decommissioning liabilities; prevailing weather conditions; exchange rates; licensing requirements; the impact of completed facilities on operating costs; the availability and costs of capital, labour and services; and the creditworthiness of industry partners. Although Surge believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Surge can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the condition of the global economy, including trade, public health and other geopolitical risks; risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks); the imposition or expansion of tariffs imposed by domestic and foreign governments or the imposition of other restrictive trade measures, retaliatory or countermeasures implemented by such governments, including the introduction of regulatory barriers to trade and the potential effect on the demand and/or market price for Surge's products and/or otherwise adversely affects Surge; commodity price and exchange rate fluctuations and constraint in the availability of services, adverse weather or break-up conditions; uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures; and failure to obtain the continued support of the lenders under Surge's bank line. Certain of these risks are set out in more detail in Surge's AIF dated March 5, 2025 and in Surge's MD&A for the period ended March 31, 2025, both of which have been filed on SEDAR+ and can be accessed at The forward-looking statements contained in this press release are made as of the date hereof and Surge undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Non-GAAP and Other Financial Measures This press release includes references to non-GAAP and other financial measures used by the Company to evaluate its financial performance, financial position or cash flow. These specified financial measures include non-GAAP financial measures and non-GAAP ratios and are not defined by IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board, and therefore are referred to as non-GAAP and other financial measures. These non-GAAP and other financial measures are included because Management uses the information to analyze business performance, cash flow generated from the business, leverage and liquidity, resulting from the Company's principal business activities and it may be useful to investors on the same basis. None of these measures are used to enhance the Company's reported financial performance or position. The non-GAAP and other financial measures do not have a standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. They are common in the reports of other companies but may differ by definition and application. All non-GAAP and other financial measures used in this document are defined below, and as applicable, reconciliations to the most directly comparable GAAP measure for the period ended March 31, 2025, have been provided to demonstrate the calculation of these measures: Adjusted Funds Flow Adjusted funds flow is a non-GAAP financial measure. The Company adjusts cash flow from operating activities in calculating adjusted funds flow for changes in non-cash working capital, decommissioning expenditures, and cash settled transaction and other costs. Management believes the timing of collection, payment or incurrence of these items involves a high degree of discretion and as such, may not be useful for evaluating Surge's cash flows. Changes in non-cash working capital are a result of the timing of cash flows related to accounts receivable and accounts payable, which Management believes reduces comparability between periods. Management views decommissioning expenditures predominately as a discretionary allocation of capital, with flexibility to determine the size and timing of decommissioning programs to achieve greater capital efficiencies and as such, costs may vary between periods. Transaction and other costs represent expenditures associated with property acquisitions and dispositions, debt restructuring and employee severance costs, which Management believes do not reflect the ongoing cash flows of the business, and as such, reduces comparability. Each of these expenditures, due to their nature, are not considered principal business activities and vary between periods, which Management believes reduces Months Ended March 31, ($000s) 2025 2024 Cash flow from operating activities 83,470 66,785 Change in non-cash working capital (7,718) (8,953) Decommissioning expenditures 4,525 3,928 Cash settled transaction and other costs (170) 727 Adjusted funds flow 80,107 62,487 Free Cash Flow & Excess Free Cash Flow Free cash flow and excess free cash flow are non-GAAP financial measures. Free cash flow is calculated as cash flow from operating activities, adjusted for changes in non-cash working capital, decommissioning expenditures, and cash settled transaction and other costs, less expenditures on property, plant and equipment. Excess free cash flow is calculated as cash flow from operating activities adjusted for changes in non-cash working capital, decommissioning expenditures, and cash settled transaction and other costs, less expenditures on property, plant and equipment, and dividends paid. Management uses free cash flow and excess free cash flow to determine the amount of funds available to the Company for future capital allocation decisions. Net Debt Net debt is a non-GAAP financial measure, calculated as bank debt, senior unsecured notes, term debt, plus the liability component of the convertible debentures plus current assets, less current liabilities, however, excluding the fair value of financial contracts, decommissioning obligations, and lease and other obligations. There is no comparable measure in accordance with IFRS for net debt. This metric is used by Management to analyze the level of debt in the Company including the impact of working capital, which varies with the timing of settlement of these balances. ($000s) As at Mar 31, 2025 As at Dec 31, 2024 As at Mar 31, 2024 Cash 11,736 7,594 — Accounts receivable 55,506 58,327 62,676 Prepaid expenses and deposits 2,363 3,233 5,525 Accounts payable and accrued liabilities (94,749) (95,433) (98,715) Dividends payable (4,313) (4,350) (4,023) Bank debt — — (52,501) Senior unsecured notes (171,090) (170,872) — Term debt (5,637) (6,224) (170,675) Convertible debentures (39,819) (39,401) (38,211) Net Debt (246,003) (247,126) (295,924) Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility of the accuracy of this release. ___________________ 1 Surge's share count on June 14, 2024 was 100,593,460 Common Shares outstanding. 2 Calculated as the $0.52 per share annual dividend, divided by the closing stock price on June 16, 2025 of $6.09 per share. 3 This is a non-GAAP and other financial measure which is defined under Non-GAAP and Other Financial Measures. 4 Calculations based on the sum of Q2/24, Q3/24, Q4/24, and Q1/25 figures. SOURCE Surge Energy Inc. View original content to download multimedia: Sign in to access your portfolio
Cision Canada
16-06-2025
- Business
- Cision Canada
SURGE ENERGY INC. ANNOUNCES APPROVAL FOR RENEWAL OF NORMAL COURSE ISSUER BID
CALGARY, AB, June 16, 2025 /CNW/ - Surge Energy Inc. ("Surge" or the "Company") (TSX: SGY) is pleased to announce that the Toronto Stock Exchange (the "TSX") has accepted Surge's notice of intention to renew the Company's normal course issuer bid ("NCIB") for its outstanding common shares ("Common Shares") in accordance with the rules and policies of the TSX. RETURN OF CAPITAL FRAMEWORK View PDF The NCIB is an integral component of the Company's return of capital framework for the distribution of excess free cash flow, providing direct returns to Surge shareholders. Surge's Board of Directors and Management believe that at certain times the prevailing trading price of Surge's Common Shares does not reflect their underlying value. Consequently, the repurchase of Common Shares provides an opportunity to enhance the Company's per share metrics. A key focus of Surge's Board of Directors and Management is to maximize free cash flow available for shareholder returns through a combination of: 1) A sustainable base dividend; 2) Strategic Common Share buybacks; 3) Debt reduction; 4) Organic production per share growth; and 5) Accretive acquisitions. Under the Company's current NCIB, which is set to expire on June 18, 2025, the Company is authorized to repurchase up to 9,781,079 Common Shares. As at June 5, 2025, Surge has repurchased an aggregate of 3,078,400 Common Shares under the Company's previous NCIB, at a weighted average price of $5.91 per share. This represents approximately 3.1 percent of the Company's outstanding Common Shares when the expiring NCIB was approved on June 14, 2024 1. These Common Share repurchases are in addition to Surge's annual cash dividend of $0.52 per share (paid monthly), which currently represents an 8.5 percent yield 2. Furthermore, between Q1/24 and Q1/25, Surge reduced its net debt 3 by $49.9 million (17 percent), from $295.9 million in Q1/24 to $246.0 million in Q1/25. On an annualized basis, Surge's Q1/25 adjusted funds flow ("AFF") 3 of $80.1 million represented 0.77 times Q1/25 net debt. On this basis, over the previous four quarters 4, Surge generated $311.7 million of AFF and delivered the following to the Company's shareholders: 1) $50.9 million in base dividend payments; 2) $16.3 million of share buybacks; and 3) $49.9 million of net debt reduction. Surge expects that the repurchase of Common Shares will benefit its remaining shareholders by increasing their equity ownership interest in the Company. In addition, Surge does not have to pay a dividend on the Common Shares that it acquires pursuant to the NCIB, thereby improving the Company's sustainability. NCIB DETAILS The Company had 99,133,257 Common Shares issued and outstanding as at June 5, 2025. The NCIB allows Surge to repurchase up to 9,597,280 Common Shares of the Company (representing approximately 10% of the 95,972,802 issued and outstanding Common Shares that comprise the public float as of June 5, 2025) over a period of twelve months commencing on June 19, 2025. The NCIB will expire no later than June 18, 2026. The actual number of Common Shares which may be repurchased pursuant to the NCIB will be determined by management of the Company. Any Common Shares that are repurchased by Surge under the NCIB will be cancelled. Under the NCIB, Common Shares may be repurchased in open market transactions through the facilities of the TSX, on alternative Canadian trading systems, if eligible, or on other designated exchanges such as CBOE Canada Inc., Canadian Securities Exchange (CSE) or Nasdaq CXC Limited, in each case, in accordance with the rules of the TSX governing NCIBs. The price paid by the Company for any such Common Shares will be the prevailing market price at the time of repurchase. The total number of Common Shares the Company is permitted to repurchase is subject to a daily purchase limit of 136,306 Common Shares, representing 25% of the average daily trading volume of 545,225 Common Shares on the TSX, calculated for the six-month period ended May 30, 2025. Notwithstanding the daily purchase limit, Surge may make one block purchase per calendar week which exceeds the daily repurchase restrictions. The Company may approve the implementation of an automatic repurchase plan with its designated broker in order to facilitate purchases of Common Shares under the NCIB, at times when the Company ordinarily would not be active in the market due to regulatory restrictions or self-imposed blackout periods. If implemented, purchases made pursuant to the automatic repurchase plan, if any, will be made by the Company's designated broker based upon the parameters prescribed by the TSX, applicable Canadian securities laws and the terms of the written agreement between the Company and its designated broker. If entered into, the automatic repurchase plan will constitute an "automatic plan" for purposes of applicable Canadian securities legislation and the form of agreement to be entered into has been reviewed by the TSX. Forward-Looking Statements This press release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. More particularly, this press release contains statements concerning: Surge's intention to commence the NCIB; Surge's capital framework and the ability of Surge to distribute excess free cash flow, including the ability of the NCIB to contribute to such framework; the expectation that the repurchase of Common Shares will benefit remaining shareholders by increasing their equity ownership in the Company; the anticipated expiration date of the NCIB; the number of Common Shares to be repurchased pursuant to the NCIB, the timing of such purchases and the price to be paid for Common Shares repurchased; the implementation of an automatic purchase plan during the NCIB, the purchase of Common Shares thereunder by the Company's designated broker, that the automatic purchase plan will constitute an "automatic plan" for purposes of applicable Canadian securities legislation and the form of agreement to be entered into in respect of the automatic repurchase plan. The forward-looking statements are based on certain key expectations and assumptions made by Surge, including expectations and assumptions around the performance of existing wells and success obtained in drilling new wells; Surge's belief that at times the prevailing trading price of the Common Shares does not reflect the underlying value of the Common Shares; anticipated expenses, cash flow and capital expenditures; the application of regulatory and royalty regimes; prevailing commodity prices and economic conditions; development and completion activities; the performance of new wells; the successful implementation of waterflood programs; the availability of and performance of facilities and pipelines; the geological characteristics of Surge's properties; the successful application of drilling, completion and seismic technology; the determination of decommissioning liabilities; prevailing weather conditions; exchange rates; licensing requirements; the impact of completed facilities on operating costs; the availability and costs of capital, labour and services; and the creditworthiness of industry partners. Although Surge believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Surge can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the condition of the global economy, including trade, public health and other geopolitical risks; risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks); the imposition or expansion of tariffs imposed by domestic and foreign governments or the imposition of other restrictive trade measures, retaliatory or countermeasures implemented by such governments, including the introduction of regulatory barriers to trade and the potential effect on the demand and/or market price for Surge's products and/or otherwise adversely affects Surge; commodity price and exchange rate fluctuations and constraint in the availability of services, adverse weather or break-up conditions; uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures; and failure to obtain the continued support of the lenders under Surge's bank line. Certain of these risks are set out in more detail in Surge's AIF dated March 5, 2025 and in Surge's MD&A for the period ended March 31, 2025, both of which have been filed on SEDAR+ and can be accessed at The forward-looking statements contained in this press release are made as of the date hereof and Surge undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Non-GAAP and Other Financial Measures This press release includes references to non-GAAP and other financial measures used by the Company to evaluate its financial performance, financial position or cash flow. These specified financial measures include non-GAAP financial measures and non-GAAP ratios and are not defined by IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board, and therefore are referred to as non-GAAP and other financial measures. These non-GAAP and other financial measures are included because Management uses the information to analyze business performance, cash flow generated from the business, leverage and liquidity, resulting from the Company's principal business activities and it may be useful to investors on the same basis. None of these measures are used to enhance the Company's reported financial performance or position. The non-GAAP and other financial measures do not have a standardized meaning prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. They are common in the reports of other companies but may differ by definition and application. All non-GAAP and other financial measures used in this document are defined below, and as applicable, reconciliations to the most directly comparable GAAP measure for the period ended March 31, 2025, have been provided to demonstrate the calculation of these measures: Adjusted Funds Flow Adjusted funds flow is a non-GAAP financial measure. The Company adjusts cash flow from operating activities in calculating adjusted funds flow for changes in non-cash working capital, decommissioning expenditures, and cash settled transaction and other costs. Management believes the timing of collection, payment or incurrence of these items involves a high degree of discretion and as such, may not be useful for evaluating Surge's cash flows. Changes in non-cash working capital are a result of the timing of cash flows related to accounts receivable and accounts payable, which Management believes reduces comparability between periods. Management views decommissioning expenditures predominately as a discretionary allocation of capital, with flexibility to determine the size and timing of decommissioning programs to achieve greater capital efficiencies and as such, costs may vary between periods. Transaction and other costs represent expenditures associated with property acquisitions and dispositions, debt restructuring and employee severance costs, which Management believes do not reflect the ongoing cash flows of the business, and as such, reduces comparability. Each of these expenditures, due to their nature, are not considered principal business activities and vary between periods, which Management believes reduces comparability. Free Cash Flow & Excess Free Cash Flow Free cash flow and excess free cash flow are non-GAAP financial measures. Free cash flow is calculated as cash flow from operating activities, adjusted for changes in non-cash working capital, decommissioning expenditures, and cash settled transaction and other costs, less expenditures on property, plant and equipment. Excess free cash flow is calculated as cash flow from operating activities adjusted for changes in non-cash working capital, decommissioning expenditures, and cash settled transaction and other costs, less expenditures on property, plant and equipment, and dividends paid. Management uses free cash flow and excess free cash flow to determine the amount of funds available to the Company for future capital allocation decisions. Net Debt Net debt is a non-GAAP financial measure, calculated as bank debt, senior unsecured notes, term debt, plus the liability component of the convertible debentures plus current assets, less current liabilities, however, excluding the fair value of financial contracts, decommissioning obligations, and lease and other obligations. There is no comparable measure in accordance with IFRS for net debt. This metric is used by Management to analyze the level of debt in the Company including the impact of working capital, which varies with the timing of settlement of these balances. ($000s) As at Mar 31, 2025 As at Dec 31, 2024 As at Mar 31, 2024 Cash 11,736 7,594 — Accounts receivable 55,506 58,327 62,676 Prepaid expenses and deposits 2,363 3,233 5,525 Accounts payable and accrued liabilities (94,749) (95,433) (98,715) Dividends payable (4,313) (4,350) (4,023) Bank debt — — (52,501) Senior unsecured notes (171,090) (170,872) — Term debt (5,637) (6,224) (170,675) Convertible debentures (39,819) (39,401) (38,211) Net Debt (246,003) (247,126) (295,924) Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility of the accuracy of this release. ___________________ 1 Surge's share count on June 14, 2024 was 100,593,460 Common Shares outstanding. 2 Calculated as the $0.52 per share annual dividend, divided by the closing stock price on June 16, 2025 of $6.09 per share. 3 This is a non-GAAP and other financial measure which is defined under Non-GAAP and Other Financial Measures. 4 Calculations based on the sum of Q2/24, Q3/24, Q4/24, and Q1/25 figures. SOURCE Surge Energy Inc.
