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MIND TECHNOLOGY, INC. REPORTS FISCAL 2025 FOURTH QUARTER AND YEAR-END RESULTS

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THE WOODLANDS, Texas, April 22, 2025 /PRNewswire/ — MIND Technology, Inc. (NASDAQ: MIND) (“MIND” or the “Company”) today announced financial results for its fiscal 2025 fourth quarter and year ended January 31, 2025.

Revenues from continuing operations for the fourth quarter of fiscal 2025 were approximately $15.0 million compared to $12.1 million in the third quarter of fiscal 2025 and $13.4 million in the fourth quarter of fiscal 2024.

The Company reported operating income from continuing operations of approximately $2.8 million for the fourth quarter of fiscal 2025 compared to operating income of $1.9 million for the third quarter of fiscal 2025 and operating income of $2.3 million in the fourth quarter of fiscal 2024. For the full year of fiscal 2025 the Company reported operating income from continuing operations of $6.8 million compared to $518,000 in fiscal 2024. Net income for the fourth quarter of fiscal 2025 amounted to approximately $2.0 million compared to $1.3 million in the third quarter of fiscal 2025 and $1.4 million in the fourth quarter of fiscal 2024. Fourth quarter of fiscal 2025 net income attributable to common shareholders was $2.0 million, or $0.25 per share compared to $494,000, or $0.35 per share in the fourth quarter of fiscal 2024.

Adjusted EBITDA from continuing operations for the fourth quarter of fiscal 2025 was approximately $3.0 million compared to $2.0 million in the third quarter of fiscal 2025 and $2.6 million in the fourth quarter of fiscal 2024. Adjusted EBITDA from continuing operations, which is a non-GAAP measure, is defined and reconciled to reported net income (loss) from continuing operations and cash used in operating activities in the accompanying financial tables. These are the most directly comparable financial measures calculated and presented in accordance with United States generally accepted accounting principles, or GAAP.

The backlog of Marine Technology Products as of January 31, 2025 related to our Seamap segment was approximately $16.2 million compared to $26.2 million at October 31, 2024 and $38.4 million at January 31, 2024. However, subsequent to January 31, 2025 the Company has received orders totaling approximately $15.9 million.

Rob Capps, MIND’s President and Chief Executive Officer, stated, “We are very pleased to report another solid quarter and continue our trend of profitability. While there will undoubtedly be quarterly fluctuations going forward, our backlog and pipeline of business and the general market tailwinds give us belief that this trend will continue into fiscal 2026. In the fourth quarter, we once again generated positive cash flow from operations and ended the quarter with cash on hand of approximately $5.3 million. Such measures underscore our solid financial position.

“I am very pleased with where MIND is positioned today. We have stabilized the company, restored it to profitability and positioned ourselves to take advantage of opportunities within our existing and future markets,” added Capps. “However, we are still a small company, which presents certain challenges. We believe that to maximize stockholder value, MIND needs additional scale. We have identified organic growth opportunities that could help grow the Company. However, we also believe there are several other ways to achieve additional scale, including acquiring assets or businesses, combining with other organizations, or even an outright sale of the Company. All of these options are open to us, and we intend to investigate and analyze them. To assist us with this effort, we have retained Lucid Capital Markets LLC.

“We currently do not see a need to raise additional capital and have no near-term plans to do so. However, we do think it prudent to prepare ourselves should a need arises in the future, such as in connection with financing internal growth projects or the purchase of assets or a business. Therefore, we intend to file a shelf registration statement with the Securities and Exchange Commission in the very near future. This will allow us to move quickly and efficiently should circumstances dictate,” concluded Capps.

Any offer, solicitation or sale of any of the securities registered under the registration statement will be made only by means of the prospectus and the accompanying prospectus supplement once the registration statement is declared effective by the Securities and Exchange Commission (“SEC”). This press release does not constitute an offer to sell or a solicitation of an offer to buy securities, nor may there be any sale of the Company’s common stock or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the effectiveness of the registration statement with the SEC and registration or qualification under the securities law of any state or jurisdiction.

CONFERENCE CALL

Management has scheduled a conference call for Wednesday, April 23, 2025 at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss the Company’s fiscal 2025 fourth quarter and year-end results.  To access the call, please dial (412) 902-0030 and ask for the MIND Technology call at least 10 minutes prior to the start time.  Investors may also listen to the conference live on the MIND Technology website, http://mind-technology.com, by logging onto the site and clicking “Investor Relations”.  A telephonic replay of the conference call will be available through April 30, 2025, and may be accessed by calling (201) 612-7415 and using passcode 13751817#.  A webcast archive will also be available at http://mind-technology.com shortly after the call and will be accessible for approximately 90 days.  For more information, please contact Dennard Lascar Investor Relations by email at MIND@dennardlascar.com.

ABOUT MIND TECHNOLOGY

MIND Technology, Inc. provides technology to the oceanographic, hydrographic, defense, seismic and security industries.  Headquartered in The Woodlands, Texas, MIND has a global presence with key operating locations in the United States, Singapore, Malaysia, and the United Kingdom.  Its Seamap unit designs, manufactures and sells specialized, high performance, marine exploration and survey equipment. 

Forward-looking Statements

Certain statements and information in this press release concerning results for the quarter and year ended January 31, 2025 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature.  These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us.  While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.  All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions or dispositions.  Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, without limitation, reductions in our customers’ capital budgets, our own capital budget, limitations on the availability of capital or higher costs of capital, and volatility in commodity prices for oil and natural gas.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, unless required by law, whether as a result of new information, future events or otherwise. All forward-looking statements included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

Non-GAAP Financial Measures

Certain statements and information in this press release contain non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP.  Company management believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period. Company management also believes that these non-GAAP financial measures enhance the ability of investors to analyze the Company’s business trends and to understand the Company’s performance. In addition, the Company may utilize non-GAAP financial measures as guides in its forecasting, budgeting, and long-term planning processes and to measure operating performance for some management compensation purposes. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP.  Reconciliation of Backlog, which is a non-GAAP financial measure, is not included in this press release due to the inherent difficulty and impracticality of quantifying certain amounts that would be required to calculate the most directly comparable GAAP financial measures.

-Tables to Follow-

 

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

January 31,

2025

2024

ASSETS

Current assets:

Cash and cash equivalents

$

5,336

$

5,289

Accounts receivable, net of allowance for credit losses of $332 at January 31, 2025 and
2024

11,817

6,566

Inventories, net

13,745

13,371

Prepaid expenses and other current assets

1,217

3,113

Total current assets

32,115

28,339

Property and equipment, net

890

818

Operating lease right-of-use assets

1,320

1,324

Intangible assets, net

2,308

2,888

Deferred tax asset

87

122

Total assets

$

36,720

$

33,491

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

2,558

$

1,623

Deferred revenue

189

203

Customer deposits

1,603

3,446

Accrued expenses and other current liabilities

1,245

2,140

Income taxes payable

2,473

2,114

Operating lease liabilities – current

577

751

Total current liabilities

8,645

10,277

Operating lease liabilities – non-current

743

573

Total liabilities

9,388

10,850

Stockholders’ equity:

Preferred stock, $1.00 par value; 2,000 shares authorized; no shares issued and
outstanding at January 31, 2025 and 1,683 shares issued and outstanding at January
31, 2024

37,779

Common stock $0.01 par value; 40,000 shares authorized; 7,969 and 1,406 shares
issued at January 31, 2025 and 2024, respectively

80

14

Additional paid-in capital

135,666

113,121

Accumulated deficit

(108,448)

(128,307)

Accumulated other comprehensive gain

34

34

Total stockholders’ equity

27,332

22,641

Total liabilities and stockholders’ equity

$

36,720

$

33,491

 

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

For the Three Months
Ended January 31,

For the Twelve Months
Ended January 31,

2025

2024

2025

2024

Revenues:

Sale of marine technology products

$

15,044

$

13,378

$

46,863

$

36,510

Cost of sales:

Sale of marine technology products

8,494

7,137

25,896

20,539

Gross profit

6,550

6,241

20,967

15,971

Operating expenses:

Selling, general and administrative

2,986

2,982

11,291

12,142

Research and development

562

654

1,914

2,133

Depreciation and amortization

220

286

944

1,178

Total operating expenses

3,768

3,922

14,149

15,453

Operating income

2,782

2,319

6,818

518

Other income (expense):

Other income (expense), net

(80)

(80)

240

(280)

Other (expense) income

(80)

(80)

240

(280)

Income from continuing operations before income taxes

2,702

2,239

7,058

238

Provision for income taxes

(671)

(748)

(1,984)

(1,338)

Income (loss) from continuing operations

2,031

1,491

5,074

(1,100)

Income (loss) from discontinued operations, net of income taxes

(50)

1,374

Net income

$

2,031

$

1,441

$

5,074

$

274

Gain on Preferred Stock conversion

$

$

$

14,785

$

Preferred stock dividends – declared

(946)

Preferred stock dividends – undeclared

(947)

(2,256)

(2,842)

Net income (loss) attributable to common stockholders

$

2,031

$

494

$

17,603

$

(3,514)

Net income (loss) per common share – Basic and diluted

Continuing operations

$

0.25

$

0.39

$

4.32

$

(3.48)

Discontinued operations

$

$

(0.04)

$

$

0.98

Net income (loss)

$

0.25

$

0.35

$

4.32

$

(2.50)

Shares used in computing loss per common share:

Basic

7,969

1,406

4,078

1,406

Diluted

7,969

1,406

4,078

1,406

 

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Year Ended January 31,

2025

2024

Cash flows from operating activities:

Net income

$

5,074

$

274

Depreciation and amortization

944

1,516

Stock-based compensation

235

261

Gain on sale of Klein

(2,343)

Provision for inventory obsolescence

68

341

Gross profit from sale of other equipment

(457)

(476)

Deferred tax benefit

35

(153)

Changes in:

Accounts receivable

(5,246)

(3,343)

Unbilled revenue

(7)

25

Inventories

(441)

(3,601)

Income taxes receivable and payable

360

635

Accounts payable, accrued expenses and other current liabilities

45

(334)

Prepaid expenses and other current and long-term assets

1,897

(847)

Deferred revenue

(1,856)

3,078

Net cash provided by (used in) operating activities

651

(4,967)

Cash flows from investing activities:

Purchases of property and equipment

(437)

(290)

Sale of other assets

457

476

Proceeds from the sale of Klein, net

10,832

Net cash provided by investing activities

20

11,018

Cash flows from financing activities:

Net proceeds from short-term loan

2,947

Payment on short-term loan

(3,750)

Refund of prepaid interest on short-term loan

214

Preferred stock conversion transaction costs

(619)

Preferred stock dividends

(946)

Net cash used in financing activities

(619)

(1,535)

Effect of changes in foreign exchange rates on cash and cash equivalents

(5)

(5)

Net increase in cash and cash equivalents

47

4,511

Cash and cash equivalents, beginning of period

5,289

778

Cash and cash equivalents, end of period

$

5,336

$

5,289

 

MIND TECHNOLOGY, INC.

Reconciliation of Net Loss From Continuing Operations and Net Cash Used in Operating Activities to EBITDA and

Adjusted EBITDA From Continuing Operations

(in thousands)

(unaudited)

For the Three Months
Ended January 31,

For the Twelve Months
Ended January 31,

2025

2024

2025

2024

(in thousands)

(in thousands)

Reconciliation of Net Income to EBITDA and Adjusted EBITDA
from continuing operations

Net income

$

2,031

$

1,441

$

5,074

$

274

Interest expense, net

$

$

98

$

$

634

Depreciation and amortization

220

286

944

1,516

Provision for income taxes

671

742

1,984

1,355

EBITDA

2,922

2,567

8,002

3,779

(Income) loss from discontinued operations net of depreciation and
amortization

54

(1,729)

Stock-based compensation

95

(3)

235

261

Adjusted EBITDA from continuing operations (1)

$

3,017

$

2,618

$

8,237

$

2,311

Reconciliation of Net Cash Provided by (Used In) Operating
Activities to EBITDA

Net cash provided by (used in) operating activities

$

2,058

$

657

$

651

$

(4,967)

Stock-based compensation

(95)

3

(235)

(261)

Provision for inventory obsolescence

(1)

(318)

(68)

(341)

Changes in accounts receivable (current and long-term)

2,411

2,681

5,253

3,318

Interest paid

98

634

Taxes paid, net of refunds

243

230

1,654

847

Gain on sale of other equipment

91

457

476

Gain on the sale of Klein

(50)

2,343

Changes in inventory

(3,503)

427

441

3,601

Changes in accounts payable, accrued expenses and other current
liabilities and deferred revenue

1,621

(2,674)

1,811

(2,744)

Changes in prepaid expenses and other current and long-term assets

179

1,413

(1,897)

847

Other

9

9

(65)

26

EBITDA (1)

$

2,922

$

2,567

$

8,002

$

3,779

1.

EBITDA and Adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income before (a) interest income and interest expense, (b) provision for (or benefit from) income taxes and (c) depreciation and amortization. Adjusted EBITDA excludes non-cash foreign exchange gains and losses, stock-based compensation, impairment of intangible assets, other non-cash tax related items and non-cash costs of lease pool equipment sales. We consider EBITDA and Adjusted EBITDA to be important indicators for the performance of our business, but not measures of performance or liquidity calculated in accordance with GAAP. We have included these non-GAAP financial measures because management utilizes this information for assessing our performance and liquidity, and as indicators of our ability to make capital expenditures, service debt and finance working capital requirements and we believe that EBITDA and Adjusted EBITDA are measurements that are commonly used by analysts and some investors in evaluating the performance and liquidity of companies such as us. In particular, we believe that it is useful to our analysts and investors to understand this relationship because it excludes transactions not related to our core cash operating activities. We believe that excluding these transactions allows investors to meaningfully trend and analyze the performance of our core cash operations. EBITDA and Adjusted EBITDA are not measures of financial performance or liquidity under GAAP and should not be considered in isolation or as alternatives to cash flow from operating activities or net income as indicators of operating performance or any other measures of performance derived in accordance with GAAP. In evaluating our performance as measured by EBITDA, management recognizes and considers the limitations of this measurement. EBITDA and Adjusted EBITDA do not reflect our obligations for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA and Adjusted EBITDA are only two of the measurements that management utilizes. Other companies in our industry may calculate EBITDA or Adjusted EBITDA differently than we do and EBITDA and Adjusted EBITDA may not be comparable with similarly titled measures reported by other companies.

 

Contacts:

Rob Capps, President & CEO

MIND Technology, Inc.

281-353-4475

Ken Dennard / Zach Vaughan

Dennard Lascar Investor Relations

713-529-6600

MIND@dennardlascar.com

 

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SOURCE MIND Technology, Inc.

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Asian American Engineer of the Year Award and Conference Announces First Phase of 2025-2026 Awardees

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SANTA CLARA, Calif., May 1, 2026 /PRNewswire/ — The Asian American Engineer of the Year Award (AAEOY) Executive Committee announces the AAEOY 2025-2026 first phase awardees as follows:

Distinguished Lifetime Achievement Award

Mr. Lip-Bu Tan, CEO, Intel Corporation

Distinguished Leadership in Science and Technology Award

Dr. Arun Majumdar, Dean of the Stanford Doerr School of Sustainability, Stanford University

Executive of the Year Award

Dr. Xiaodong Che, Chief Technology Officer, Western DigitalDr. Sam Heidari, CEO, LumotiveDr. Jungwon Lee, Corporate Executive Vice President, Samsung ElectronicsDr. Liu Ren, Vice President & Chief Scientist, Bosch ResearchMr. Brandon Wang, Vice President, Synopsys

Engineer of the Year Award

Ms. Vivian Ye, Principal Member of Technical Staff, AT&T

Most Promising Engineer of the Year Award

Mr. Max Fang, Director of Architecture, AmbarellaMr. Johnny Ho, CSO & Co-founder, Perplexity AI

The AAEOY Award has been presented annually since 2002 as a cornerstone of the National Engineers Week program, honoring distinguished Asian American professionals across academia, public service, and industry. Since its inception, the AAEOY has recognized over 300 honorees — including nine Nobel Laureates, pioneering scholars, prominent corporate executives, and an astronaut — serving as a beacon of inspiration for the global STEM community. After a series of impactful ceremonies nationwide, the 2025-2026 AAEOY Award and Conference returns to the heart of innovation in Silicon Valley at the Santa Clara Convention Center on September 18-19, 2026.

For more information regarding the AAEOY program, awardees, and event registration, please visit www.aaeoy.org.

The Chinese Institute of Engineers in USA (CIE-USA), founded in 1917, is a nonprofit professional organization that promotes science, technology, engineering, and mathematics (STEM); supports professional advancement and leadership development; and recognizes the achievements of Asian American professionals through flagship programs such as the Asian American Engineer of the Year (AAEOY) Awards. One of the oldest and most prestigious Chinese American engineering associations in the United States, CIE-USA has seven regional chapters nationwide and hosts events throughout the year.

View original content to download multimedia:https://www.prnewswire.com/news-releases/asian-american-engineer-of-the-year-award-and-conference-announces-first-phase-of-2025-2026-awardees-302760569.html

SOURCE AAEOY

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Larry Kellerman, Fermi’s Chief Power Officer and Architect of Its 17 GW Energy Infrastructure, Accepts Board Nomination

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DALLAS, May 1, 2026 /PRNewswire/ — Toby Neugebauer, co-founder and largest shareholder of Fermi America (NASDAQ & LSE: FRMI), today announced that he has nominated Larry Kellerman to join the Fermi Board of Directors. Kellerman, who serves as Chief Power Officer at Fermi America, is the architect of the Company’s 17-gigawatt powered data center campus in Amarillo, Texas — the largest private energy grid in America.

Kellerman is co-founder and Managing Partner of Twenty First Century Utilities and brings more than four decades of power industry and finance expertise to the role. His career spans senior leadership positions at Goldman Sachs, El Paso Corporation, and I Squared Capital. Kellerman said he was honored by the nomination and would be pleased to serve if approved by the Board.

“I appreciate everything that Toby has manifested in Fermi and know that no other human could have created the enterprise and its many thoughtfully interconnected elements as quickly, as effectively, and in as value-accretive a manner as Toby’s leadership has been able to deliver.”
— 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

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SOURCE Toby Neugebauer

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EAST SIDE GAMES GROUP ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UNITS TO RAISE UP TO $3.5 MILLION

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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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