Technology
Propel Reports Record Results for Q4 and Fiscal Year 2024
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1 year agoon
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TORONTO, March 12, 2025 /CNW/ – Propel Holdings Inc. (“Propel” or the “Company”) (TSX: PRL), the fintech facilitating access to credit for underserved consumers, today reported record financial results for the three months ended December 31, 2024 (“Q4 2024”) and fiscal year ended December 31, 2024. All amounts are expressed in U.S. dollars unless otherwise stated.
Financial and Operational Highlights for Q4 2024 and Fiscal Year 2024 (Shown in U.S. Dollars)
Comparable metrics relative to Q4 2023 and fiscal year 2023, respectively
Revenue: increased by 35% to $129.3 million in Q4 2024, and increased by 42% to $449.7 million for fiscal 2024, representing record performance for both periodsAdjusted EBITDA1: increased by 48% to $31.9 million in Q4 2024, and increased by 60% to $121.3 million for fiscal 2024, representing record performance for both periodsNet Income2: increased by 37% to $11.6 million (or $12.1 million when excluding one-time transaction costs related to the acquisition of QuidMarket) in Q4 2024, and increased by 67% to $46.4 million (or $48.7 million when excluding one-time transaction costs related to the acquisition of QuidMarket) for fiscal 2024, representing record performance for a twelve-month periodAdjusted Net Income1: increased by 67% to $16.9 million in Q4 2024, and increased by 75% to $62.3 million for fiscal 2024, representing record performance for both periodsDiluted EPS2,3: increased by 25% to $0.29 (C$0.40) (or $0.30 (C$0.42) when excluding one-time transaction costs related to the acquisition of QuidMarket) in Q4 2024, and increased by 62% to $1.22 (C$1.67) (or $1.28 (C$1.76) when excluding one-time transaction costs related to the acquisition of QuidMarket) for fiscal 2024, representing record performance for a twelve-month periodAdjusted Diluted EPS1,3: increased by 52% to $0.42 (C$0.59) in Q4 2024, and increased by 69% to $1.64 (C$2.25) for fiscal 2024, representing record performance for a twelve-month periodReturn on Equity2,4: decreased on an annualized basis to 27% (or 29% when excluding one-time transaction costs related to the acquisition of QuidMarket) in Q4 2024 compared to 35% in Q4 2023, and increased to 36% (or 38% when excluding one-time transaction costs related to the acquisition of QuidMarket) for fiscal 2024 compared to 30% for fiscal 2023Adjusted Return on Equity1: decreased on an annualized basis to 40% in Q4 2024 compared to 41% in Q4 2023, and increased to 48% for fiscal 2024 compared to 39% for fiscal 2023Loans and Advances Receivable: increased by 45% in Q4 2024 to $375.2 million, a record ending balanceEnding Combined Loan and Advance Balances (“CLAB”)1: increased by 42% in Q4 2024 to $480.6 million, a record ending balanceDividend: paid a Q4 2024 dividend of C$0.15 per common share on December 4, 2024, representing a 7% increase to our Q3 2024 dividend
Management Commentary
“We delivered another quarter and year of significant growth on both the top and bottom line and another quarter and year of record results, including Revenue, Adjusted EBITDA1, Adjusted Net Income1, Total Originations Funded1 and ending CLAB1.
In 2024, we served a record number of new and returning customers, leading to record Total Originations Funded1 of $586 million, an increase of 42% over the previous year. This resulted in our Ending CLAB1 growing year-over-year by 42% to a record of $481 million. We achieved this record growth while delivering the strongest credit performance in a Q4 period since Q4 2020, a result of our AI-powered technology platform.
As we look ahead, we are focused on the continued growth and expansion of our business in the US and Canada, the integration and growth of our recently acquired UK business QuidMarket, and expanding and optimizing our products and building new partnerships to serve more consumers across the credit spectrum. We have the technology, people, infrastructure and expertise to deliver on our growth strategy and to realize our vision of becoming a global leader. With more than 90 million underserved consumers across the US, the UK and Canada, tremendous market growth opportunities remain ahead of us. We are just getting started,” said Clive Kinross, Chief Executive Officer.
Discussion of Financial Results and Business Strategy
Strong seasonal consumer demand led to record quarterly Total Originations Funded1, Ending CLAB1 and RevenueWhile continuing to maintain a prudent underwriting posture, we and our Bank Partners facilitated record originations driven by high consumer demand from new and existing customers, both representing records for the quarterTotal Originations Funded1 increased by 45% to a quarterly record of $176 million in Q4 2024 vs. Q4 2023, resulting in Ending CLAB1 growing year-over-year by 42% to a record of $481 millionAnnualized Revenue Yield1 decreased to 113% in Q4 2024 from 121% in Q4 2023. The decrease was driven by several factors including: i) the record originations from existing and returning customers; ii) the continued aging of the loan portfolio including the graduation of customers to lower cost of credit; iii) the ongoing expansion of Fora; and iv) an accounting estimates change in Q4 2023 which impacted the Annualized Revenue Yield1 upwardsThe record Ending CLAB1 drove the 35% growth and record revenue in Q4 2024 of $129 millionPropel’s AI-powered technology continued to deliver strong credit performanceWe and our Bank Partners were able to capitalize on strong seasonal consumer demand from both new and existing customers, while continuing to drive strong credit performanceProvision for loan losses and other liabilities as a percentage of revenue decreased to 51% in Q4 2024 from 54% in Q4 2023The provision for loan losses and other liabilities as a percentage of revenue in Q4 2024 represented the lowest percentage in a Q4 period since 2020, a period impacted by government support related to COVID-19Overall growth, lower relative provisions, and effective cost management contributed to the year-over-year increase in Net income and Adjusted Net Income1 Net income was $11.6 million in Q4 2024, a 37% increase over Q4 2023, and Adjusted Net Income1 was $16.9 million in Q4 2024, a 67% increase over Q4 2023Net income margin remained the same at 9% in Q4 2024 from 9% in Q4 2023 and Adjusted Net Income Margin1 increased to 13% in Q4 2024 from 11% in Q4 2023. The margin expansion for Adjusted Net Income1 was driven by lower provision expense, operating leverage and effective cost managementNet income in Q4 2024 was adversely impacted by one-time transaction expenses of $0.7 million (pre-tax) associated with the acquisition of QuidMarket2. By excluding these one-time transaction expenses, Propel’s net income and net income margin for Q4 2024 would have been $12.1 million and 9%, respectivelyIn addition, the net income in Q4 2024 was impacted by a meaningful unrealized loss from changes in foreign exchange rates and the amortization of intangible assets related to the acquisition of QuidMarket. Combined, these represent $1.2 million (pre-tax) of additional expenses that are added back to Adjusted Net Income1QuidMarket performance was strong and in line with expectations, with the integration laying the foundation for growthWith 20 million underserved consumers in the UK and limited credit supply, QuidMarket was able to deliver strong revenue and earnings (before acquisition-related expenses) following the acquisition close on November 15, 2024Integration is on schedule and management is committed to accelerating QuidMarket’s growth and building it into a leader in the UK marketAdditional growth initiatives experienced strong year-over-year performance as they continue to scaleLending as a Service (LaaS) program continued to grow and expand with strong consumer demand and performanceOnboarding of additional purchasers and the upsizing of commitments from existing purchasers underway, with more commitments to be secured over the coming quartersIn Canada, Fora achieved record revenue in Q4 2024, with the KOHO partnership becoming operationalWhile Fora currently represents a small but growing percentage of the Company’s overall revenue, Propel is confident in becoming a leading digital fintech business in CanadaSolid consolidated financial position and continued earnings growth supports the continued expansion of existing programs, growth initiatives and increased dividendThe Company ended Q4 2024 with approximately $95 million of undrawn credit capacity on its various credit facilities with a Debt-to-Equity4 ratio of 1.3xThe Company’s balance sheet was bolstered following the October 2024 C$115 million bought deal equity offering used to finance the acquisition of QuidMarketStrong operating results and financial position supported the decision to increase our quarterly dividend by 10% to C$0.165 per common share in Q1 2025
2025 Operating and Financial Targets
Propel finished fiscal year 2024 with record results across multiple operating and financial metrics and with a strong financial position to support its growth. Furthermore, Propel achieved and in some cases surpassed its 2024 operating and financial targets including exceeding its Ending CLAB year over year growth and reaching the upper ends of its targeted revenue and Adjusted Net Income1 ranges.
The 2025 targets below are supported by our strategy which includes: i) scaling of our existing businesses in the US and Canada; ii) growing QuidMarket in the UK; and iii) optimizing and expanding our products and partnerships to serve more consumers across the credit spectrum.
Furthermore, the Company expects to achieve continued margin expansion in fiscal year 2025 driven by: i) the operating leverage inherent in the business and further driven by our technology infrastructure; ii) the overall growth and increasing scale of the loan portfolio; and iii) the increased contribution from QuidMarket and the ongoing expansion of Propel’s LaaS partnerships.
There are a number of new business and corporate development initiatives, including the broadening of our addressable market through new products, partnerships, programs and geographies, that form part of the Company’s growth strategy and are not included in the operating and financial targets below.
Operating and Financial Targets (US$)
2024 Target
2024A Result
2025 Target
Ending Combined Loan and Advance Balances1 year over year growth
25% – 35%
42 %
25% – 35%
Revenue
$410 – $450 million
$449.7 million
$590 – $650 million
Adjusted EBITDA Margin1
24% – 29%
27 %
26% – 30%
Net Income Margin
9.5% – 12.5%
10 %
10.5% – 14.5%
Adjusted Net Income Margin1
11.75% – 14.75%
14 %
13.25% – 16.25%
Return on Equity4
30%+
36 %
27%+
Adjusted Return on Equity1
40%+
48 %
34%+
The operating and financial 2025 targets are based on management’s current strategies and expectations and may be considered forward-looking information under applicable securities laws. Such targets are based on estimates and assumptions made by management regarding, among other things, the following:
the regulatory landscape applicable to the Company’s operations;the continued expansion of the Company’s Bank Program relationships;the availability and cost of debt capital for the Company;the maintenance and expansion of the Company’s marketing partnerships; andthe macroeconomic environment in fiscal 2025 and its impact on the Company, including any potential impact from tariffs on our consumer segment.
For a more detailed discussion on achieving the 2024 operating and financial targets, the 2025 operating and financial targets and the assumptions underpinning such targets, please refer to the Company’s accompanying December 31, 2024 MD&A, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The above operating and financial targets are based on growth in the Company’s existing business lines, existing Bank Programs and the recent acquisition of QuidMarket.
Management currently believes that the achievement of the 2025 operating and financial targets described above can be reasonably estimated and are based on underlying assumptions that management believes are reasonable in the circumstances, given the time period for such targets. However, there can be no assurance that Propel will be able to meet such operating and financial targets.
Notes:
(1)
See “Non-IFRS Financial Measures and Industry Metrics” and “Reconciliation of Non-IFRS Financial Measures” below. See also “Key Components of Results of Operations” in the accompanying Q4 2024 MD&A for further details concerning the non-IFRS financial measures and industry metrics used in this press release including definitions and reconciliations to the relevant reported IFRS measure.
(2)
See “Business combinations” in the Company’s Q4 2024 Financial Statements for further information on the acquisition of QuidMarket and associated one-time transaction costs.
(3)
Results converted from USD to CAD assuming an exchange rate of USD/CAD $1.3982 and USD/CAD $1.3698 for the three-month and twelve-month periods ending December 31, 2024, respectively.
(4)
See “Supplemental Financial Measures” in the accompanying Q4 2024 MD&A for further details concerning certain financial metrics used in this press release including definitions.
Conference Call Details
The Company will be hosting a conference call and webcast tomorrow morning with a presentation by Clive Kinross, Chief Executive Officer, and Sheldon Saidakovsky, Chief Financial Officer.
Conference call details are as follows:
Date: Thursday, March 13, 2025
Time: 8:30 a.m. EDT
Toll-free North America: 1-888-699-1199
Local Toronto: 1-416-945-7677
Rapid Connect: Click here
Webcast: Click here
Replay: 1-888-660-6345 or 1-646-517-4150 (PIN: 87497#)
About Propel
Propel Holdings (TSX: PRL) the fintech building a new world of financial opportunity for consumers, partners, and investors. Propel’s operating brands — Fora Credit, CreditFresh, MoneyKey and QuidMarket — and its Lending-as-a-Service product line facilitate access to credit for consumers underserved by traditional financial institutions. Through its AI-powered platform, Propel evaluates customers in a more comprehensive way than traditional credit scores can. The result is better products and an expanded credit market for consumers while creating sustainable, profitable growth for Propel. The revolutionary fintech platform has already helped consumers access over one million loans and lines of credit and over two billion dollars in credit. At Propel, we are here to change the way customers, partners and investors succeed together. Learn more at propelholdings.com
Non-IFRS Financial Measures and Industry Metrics
This press release makes reference to certain non-IFRS financial measures and industry metrics. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. Such measures include “Adjusted Diluted EPS”, “Adjusted EBITDA”, “Adjusted Net Income”, “Adjusted Net Income Margin”, “Adjusted Return on Equity”, “EBITDA”, “Ending CLAB”, and “Total Originations Funded”. This press release also includes references to industry metrics such as “Annualized Revenue Yield”, “Return on Equity” and “Total Originations Funded” which are supplementary measures under applicable securities laws.
These non-IFRS financial measures and industry metrics are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We believe that securities analysts, investors and other interested parties frequently use non-IFRS financial measures and industry metrics in the evaluation of issuers. The Company’s management also uses non-IFRS financial measures and industry metrics in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to determine components of management and executive compensation. The key performance indicators used by the Company may be calculated in a manner different than similar key performance indicators used by other similar companies.
Definitions and reconciliations of non-IFRS financial measures to the relevant reported measures can be found in our accompanying MD&A available on SEDAR+. Such reconciliations can also be found in this press release under the heading “Reconciliation of Non-IFRS Financial Measures” below.
Forward-Looking Information
Certain statements made in this press release may constitute forward-looking information under applicable securities laws. These statements may relate to our 2025 Operating and Financial Targets; our continued growth and expansion of our business in the US and Canada, the integration and growth of our recently acquired UK business QuidMarket, and expanding and optimizing our products and building new partnerships to serve more consumers across the credit spectrum; the tremendous market growth opportunities ahead of us in the US, UK and Canada; future LaaS commitment to be secured over the coming quarters; our strategy to i) scale our existing businesses in the US and Canada; ii) grow QuidMarket in the UK; and iii) optimize and expand our products and partnerships to serve more consumers across the credit spectrum; our anticipated achievement of continued margin expansion in fiscal year 2025; the anticipated broadening of our addressable market through new products, partnerships, programs and geographies; and our ability to create sustainable, profitable growth. As the context requires, this may include certain targets as disclosed in the prospectus for our initial public offering, which are based on the factors and assumptions, and subject to the risks, as set out therein and herein. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.
Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the factors discussed in the “Risk Factors” section of the Company’s annual information form dated March 12, 2025 for the year ended December 31, 2024 (the “AIF”). A copy of the AIF and the Company’s other publicly filed documents can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca.
The Company cautions that the list of risk factors and uncertainties described in the AIF is not exhaustive and other factors could also adversely affect its results. 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 information. The forward-looking information contained in this press release represents our expectations as of the date of this press release (or as the date they are otherwise stated to be made), and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
Source: Propel Holdings Inc.
Selected Financial Information
Three months ended December 31,
Year ended December 31,
2024
2023
2024
2023
(US$ other than percentages)
Revenue
129,307,037
96,010,640
449,730,785
316,488,175
Provision for loan losses and other liabilities
65,582,578
51,377,131
222,495,877
161,907,632
Operating expenses
Acquisition and data
17,136,996
11,634,932
55,432,915
38,556,852
Salaries, wages and benefits
11,501,710
8,865,125
39,454,703
31,512,542
General and administrative
3,961,838
2,403,984
13,882,149
8,652,894
Processing and technology
4,956,630
3,150,278
16,662,701
11,048,876
Total operating expenses
37,557,174
26,054,319
125,432,468
89,771,164
Operating income
26,167,285
18,579,190
101,802,440
64,809,379
Other (income) expenses
Interest and fees on credit facilities
8,514,528
6,462,539
31,585,290
22,473,216
Interest expense on lease liabilities
65,828
78,247
265,482
330,732
Amortization of internally developed software, customer relationships and brand
1,485,071
894,459
4,524,170
3,330,462
Depreciation of property and equipment
50,985
51,559
197,899
197,259
Amortization of right-of-use assets
196,787
188,333
758,476
703,497
Foreign exchange (gain) loss
275,067
98,143
457,554
383,639
Unrealized (gain) loss on derivative financial instruments
896,192
(809,761)
1,403,607
(592,947)
Total other (income) expenses
11,484,458
6,963,519
39,192,478
26,825,858
Income before income tax
14,682,827
11,615,671
62,609,962
37,983,521
Income tax expense (recovery)
Current
5,206,917
7,709,771
25,356,459
18,128,656
Deferred
(2,133,268)
(4,577,996)
(9,122,364)
(7,921,268)
Net income for the period
11,609,178
8,483,896
46,375,867
27,776,133
Earnings per share ($USD):
Basic
0.31
0.25
1.32
0.81
Diluted
0.29
0.23
1.22
0.76
Earnings per share ($CAD)(1):
Basic
0.43
0.34
1.81
1.09
Diluted
0.40
0.31
1.67
1.02
Return on equity(2)
27 %
35 %
36 %
30 %
Dividends:
Dividends
4,132,444
2,664,212
13,985,253
10,134,015
Dividend per share
0.111
0.078
0.398
0.295
Notes:
(1)
Results converted from USD to CAD assuming an exchange rate of USD/CAD $1.3982 and USD/CAD $1.3698 for the three-month and twelve-month periods ending December 31, 2024, respectively, and assuming an exchange rate of USD/CAD $1.3624 and USD/CAD $1.3498 for the three-month and twelve-month periods ending December 31, 2023, respectively.
(2)
See “Supplemental Financial Measures” in the accompanying Q4 2024 MD&A for further details concerning certain financial metrics used in this press release including definitions.
Reconciliation of Non-IFRS Financial Measures
The following table provides a reconciliation of Propel’s net income to EBITDA1 and Adjusted EBITDA1:
Three months ended December 31,
Year ended December 31,
2024
2023
2024
2023
(US$ other than percentages)
Net Income
11,609,178
8,483,896
46,375,867
27,776,133
Interest and fees on credit facilities
8,514,528
6,462,539
31,585,290
22,473,216
Interest expense on lease liabilities
65,828
78,247
265,482
330,732
Amortization of internally developed software, customer relationships and brand
1,485,071
894,459
4,524,170
3,330,462
Depreciation of property and equipment
50,985
51,559
197,899
197,259
Amortization of right-of-use assets
196,787
188,333
758,476
703,497
Income Tax Expense (Recovery)
3,073,649
3,131,775
16,234,095
10,207,388
EBITDA(1)
24,996,026
19,290,808
99,941,279
65,018,687
EBITDA(1) Margin
19 %
20 %
22 %
21 %
Transaction costs
701,808
—
3,221,649
—
Unrealized loss (gain) on derivative financial instruments
896,192
(809,761)
1,403,607
(592,947)
Provision for credit losses on current
status accounts(2)
4,481,049
4,395,134
11,993,619
9,857,071
Provisions for CSO Guarantee liabilities and
Bank Service Program liabilities
851,509
(1,289,553)
4,783,304
1,430,044
Adjusted EBITDA (1)
31,926,584
21,586,628
121,343,458
75,712,855
Adjusted EBITDA(1) Margin
25 %
22 %
27 %
24 %
Notes:
(1)
See “Non-IFRS Financial Measures and Industry Metrics”.
(2)
Provision included for (i) loan losses on good standing current principal (Stage 1 — Performing) balances (see “Material Accounting Policies and Estimates — Loans and advances receivable” in the accompanying Q4 2024 MD&A).
The following table provides a reconciliation of Propel’s Net Income to Adjusted Net Income1, Adjusted Return on Equity1 and Adjusted Net Income margin1:
Three months ended December 31,
Year ended December 31,
2024
2023
2024
2023
(US$ other than percentages)
Net Income
11,609,178
8,483,896
46,375,867
27,776,133
Transaction costs net of taxes(2)
515,829
—
2,367,912
—
Unrealized loss (gain) on derivative financial instruments(2)
658,701
(595,174)
1,031,651
(435,816)
Amortization of internally developed software, customer relationships and brand(2)
240,525
—
240,525
—
Provision for credit losses on current status accounts net of taxes(2)
3,293,571
3,230,423
8,815,310
7,244,947
Provisions for CSO Guarantee liabilities and Bank Service Program liabilities net of taxes(2)
625,859
(947,821)
3,515,728
1,051,082
Adjusted Net Income(1)
16,943,663
10,171,324
62,346,993
35,636,346
Multiplied by number of periods in year
x4
x4
x1
x1
Divided by average shareholders’ equity for the period
169,109,776
98,261,336
129,028,416
91,128,575
Adjusted Return on Equity(1)
40 %
41 %
48 %
39 %
Adjusted Net Income Margin(1)
13 %
11 %
14 %
11 %
Notes:
(1)
See “Non-IFRS Financial Measures and Industry Metrics”.
(2)
Each item is adjusted for after-tax impact, at an effective tax rate of 26.5% for the three and twelve-months ended December 31, 2024 and comparative 2023 periods.
The following table provides a reconciliation of Propel’s Ending CLAB1 to loans and advances receivable:
As at December 31,
(US$ other than percentages)
2024
2023
Ending Combined Loan and Advance balances1
480,602,408
337,282,804
Less: Loan and Advance balances owned by third party lenders pursuant to CSO program
(5,892,783)
(3,779,004)
Less: Loan and Advance balances owned by a NBFI pursuant to the MoneyKey Bank Service program
(56,360,814)
(36,736,938)
Loan and Advance owned by the Company
418,348,811
296,766,862
Less: Allowance for Credit Losses
(111,227,713)
(79,093,294)
Add: Fees and interest receivable
52,592,513
36,063,899
Add: Acquisition transaction costs
15,451,381
5,575,769
Loans and advances receivable
375,164,992
259,313,236
Note:
(1) See “Non-IFRS Financial Measures and Industry Metrics”.
SOURCE Propel Holdings Inc.
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— Larry Kellerman, Chief Power Officer and Board Nominee, Fermi America
For Neugebauer, the choice was crystal clear. Kellerman, who has worked alongside Neugebauer since the earliest days of Project Matador knows Fermi’s power story better than anyone.
“When I came up with the idea of Project Matador, I knew that Larry Kellerman was the one person I needed to convert a really great idea into a really great reality. His knowledge of power and the future of powering data centers is unmatched. Larry is uniquely qualified to steward Fermi as a Board member, and I couldn’t be more pleased with his willingness to serve.”
— Toby Neugebauer, Co-Founder, Fermi America
View original content:https://www.prnewswire.com/news-releases/larry-kellerman-fermis-chief-power-officer-and-architect-of-its-17-gw-energy-infrastructure-accepts-board-nomination-302760575.html
SOURCE Toby Neugebauer
Technology
EAST SIDE GAMES GROUP ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UNITS TO RAISE UP TO $3.5 MILLION
Published
2 hours agoon
May 2, 2026By
VANCOUVER, BC, May 1, 2026 /CNW/ – East Side Games Group (TSX: EAGR) (OTC: EAGRF) (the “Company”), Canada’s leading free-to-play mobile game group, announces a non-brokered private placement of 31,818,182 units (a “Unit”) at $0.11 per Unit (the “Unit Price”), for total gross proceeds of up to $3.5 million.
Each Unit will be comprised of one common share and one full whole warrant (a “Warrant”). Each whole Warrant will be exercisable at $0.14 per share (the “Exercise Price”) for a period of three years from issuance. The Warrants will be subject to standard anti-dilution adjustments.
The private placement will be offered in reliance on prospectus exemptions, and any securities sold will be subject to a four month statutory hold period. The private placement is not anticipated to have any material impact on the control of the Company, nor is it anticipated that any new control persons would be created as a result of the private placement.
It is anticipated that Derek Lew, a director of the Company, will participate in the private placement for an amount of $1.0 million for 9,090,909 Units. As at the date of this news release, Mr. Lew holds 1,667,244 common shares of the Company (2.17%). If the private placement is completed as anticipated, Mr. Lew will hold 10,758,153 common shares (representing 9.89% of the common shares anticipated to be outstanding upon completion of the private placement on a partially diluted basis), 9,090,909 Warrants and 250,000 incentive stock options. Upon exercise of his Warrants, Mr. Lew would own 19,849,062 common shares representing 16.84% of the then issued and outstanding common shares assuming no other share issuances.
The TSX Company Manual requires shareholder approval be obtained for private placements if the maximum number of common shares issuable under the private placement represents an amount that is more than 25% of the total outstanding common shares as at the date of the press release (pursuant to Section 607(g)). Disinterested shareholder approval must be obtained (excluding those shareholders participating in this private placement and their associates and affiliates) if the number of common shares issued and issuable to insiders under a private placement exceeds 10% of the Company’s issued and outstanding common shares as of the date hereof (pursuant to Section 607(g)(ii)).
As: (a) the private placement is for up to 31,818,182 Units (being equivalent to 41.35% of the Company’s outstanding shares as at the date of this press release), (b) Mr. Lew’s subscription for 9,090,909 Units represents an amount that is equivalent to 11.81% of the Company’s outstanding shares as at the date of this press release, and (c) the Warrants comprising the Units have an exercise price of $0.14 per share (and the five day VWAP is $0.144 per share), the Company has obtained written consent from Jason Bailey, the Company’s CEO and a director, in support of the private placement in accordance with Section 604(d) of the TSX Company Manual. Mr. Bailey holds more than 50% of the Company’s outstanding shares as at the date of this press release.
The net proceeds from the private placement will be used to repay indebtedness owing to the Royal Bank of Canada (RBC) and for operating expenses and general working capital. Mr. Bailey commented, “With this funding in place, we are on solid footing to continue our disciplined approach to completing the business’s turnaround. With our core portfolio of well performing titles, we have a solid foundation to rebuild upon. We feel we have a strong runway, pipeline and team to execute toward a positive 2026,” [and] “I’d like to thank our existing shareholders for their support and guidance through a difficult 2025 and look forward to achieving the results that will allow this Company, our capital markets strategy and employees to reach its potential.”
The Company’s board of directors considers the private placement to be in the best interests of its shareholders, after having taken into account other alternative forms of financing. In the course of its review, the Company considered other replacement debt financing, the Company’s ongoing cashflow from operations, as well as ongoing operating expenses, one-off necessary expenditures and the Company’s debt load, within the larger context of the analysis detailed in its press release dated March 31, 2026 as to the re-orienting of the Company’s overall business strategy.
The Company anticipates that the private placement will close on or before May 8, 2026, subject to acceptance by the TSX.
The Company reserves the right to pay finder’s fees in the form of common shares (in lieu of cash fees) and broker warrants to arm’s length finders in connection with the private placement to arm’s length parties, in accordance with TSX policies. No finder’s fee will be paid to any non-arm’s length parties, nor with respect to subscriptions from non-arm’s length parties. A maximum number of 1,363,636 common shares (to be issued at $0.11 per share for a total value of $150,000) and a maximum number of 1,254,545 broker warrants will be issuable, assuming the private placement is fully subscribed. Each broker warrant will entitle the holder to acquire one common share at $0.14 per common share (the “Broker Warrant Exercise Price”) for a period of three years form issuance.
The maximum number of securities issuable under the private placement is 66,254,545 common shares, comprising 31,818,182 common shares comprising the Units, 31,818,182 common shares issuable upon exercise of the Warrants, 1,363,636 common shares to be issued as finder’s fees, and 1,254,545 common shares issuable upon exercise of the broker warrants, which represents an amount equivalent to 86.10% of the total outstanding common shares as at the date of this press release on a non-diluted basis, without taking into effect the private placement itself, or approximately 46.27% of the Company’s total issued and outstanding common shares following completion of the private placement (being 143,200,825 shares anticipated to be outstanding on a partially diluted basis, assuming the private placement is fully subscribed, full issuance of the finder’s fee shares and full exercise of the Warrants and broker warrants). The Unit Price represents a 22% discount to the Company’s five-day volume-weighted trading price of its common shares on the TSX as at the time of submitting the Company’s application to TSX (the “Market Price”). Market Price and the Exercise Price and the Broker Warrant Exercise Price represent a 2.47% discount to the Market Price.
The total number of common shares expected to be issued to insider (Mr. Lew) under the private placement is 18,181,818 (consisting of 9,090,909 common shares and 9,090,909 common shares issuable upon full exercise of Warrants), representing 23.63% of the total outstanding common shares as at the date of this press release on a non-diluted basis, without taking into effect the private placement itself, or 12.70% of the Company’s total issued and outstanding common shares following completion of the private placement (being 143,200,825 shares anticipated to be outstanding on a partially diluted basis, assuming the private placement is fully subscribed, full issuance of the finder’s fee shares and full exercise of the Warrants and the broker warrants).
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United states or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.
ABOUT EAST SIDE GAMES GROUP
ESGG is a leader in free-to-play mobile gaming, thrilling players with unforgettable experiences that spark lifelong fandom. Fueled by an entrepreneurial spirit, we are driven by creativity, flawless execution, and a laser-focused strategy. We develop and publish both original and licensed IP titles, license our cutting-edge GameKit(s) platforms, and strategically acquire studios or games to expand our family.
Headquartered in Vancouver with around 100 talent-dense team members, we operate over a dozen titles under East Side Games (“ESG”) and LDRLY (Technologies) Inc. (“LDRLY”). Together, we’re crafting, launching, and publishing mobile games across our own studios and an extended Game Kit partner network-reaching players on iOS and Android worldwide.
We power our success through in-app purchases (“IAP”) — offering exclusive, game-enhancing virtual items — and in-game advertising. To keep growing, we focus on captivating audiences, keeping them engaged, and unlocking exciting new ways to monetize. We’ll drive this momentum by launching bold new titles, enriching our current lineup, innovating discovery, expanding into fresh markets, and exploring new distribution platforms.
Additional information about the Company continues to be available under its legal name, East Side Games Group Inc., at www.sedarplus.ca.
Forward-looking Information
Certain statements in this news release constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “expects,” “anticipates,” “plans,” “intends,” “believes,” “estimates,” “projects,” “may,” “will,” “would,” “could,” “should,” and similar expressions. Forward-looking statements in this news release include, without limitation, statements regarding the proposed private placement.
Forward-looking statements are based on management’s current expectations, estimates, projections and assumptions. Such forward-looking statements are subject to significant risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied by such statements, including, without limitation, risks relating to the Company’s ability to complete the proposed private placement as described, and relating to general economic, market and industry conditions. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE East Side Games Group Inc.
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