Connect with us

Technology

Hydreight Reports Record Fiscal 2025 Results as VSDHOne Drives Rapid Growth and Platform Scale

Published

on

Achieves profitability, scales to 11,000+ platform licenses, and strengthens balance sheet with $15.7M in cash 

VANCOUVER, BC and LAS VEGAS, April 30, 2026 /PRNewswire/ – Hydreight Technologies Inc. (“Hydreight” or the “Company”) (TSXV: NURS) (OTCQB: HYDTF) (FSE: SO6), a U.S.-focused digital health infrastructure platform, is pleased to report its audited financial results for the year ended December 31, 2025. All figures are in Canadian dollars unless otherwise stated. All references to Non-GAAP Financial Measures1 2 are as reported in the Company’s amended and restated Management Discussion and Analysis dated April 30, 2026 (“MD&A”).

Revenue reached $35.4M in 2025, with $43.6M in Adjusted Revenue1 (non-GAAP) and $2.5M in Adjusted EBITDA2 (non-GAAP), reflecting strong growth and improving operating leverage.

The Company achieved net income of $1.69M and continued to scale its platform, driven by accelerating adoption of VSDHOne and expanding transaction volumes across its national healthcare network.

FULL YEAR 2025 HIGHLIGHTS

All comparisons below are to the year ended December 31, 2024, unless otherwise noted.

Revenue: $35.4M vs. $16.04M (+121% YoY)Adjusted Revenue:(1) $43.56M vs. $22.32M (+95% YoY)Adjusted EBITDA:(2) $2.5M vs. $136K (+1,765% YoY)Rising Operating Leverage: OPEX as a % of revenue fell from 38% to 22%2025 Year-end Cash Position: $15.65M vs. $1.19M (strong balance sheet improvement)Positive Adjusted EBITDA2 across the year, reflecting improving operating leverageOver 11,000 licenses signed across the VSDHOne platform, which the Company believes demonstrates strong demand and accelerating adoption

4th QUARTER 2025 HIGHLIGHTS

All comparisons below are to the quarter ended December 31, 2024, unless otherwise noted

Revenue: $14.95M vs. $4.04M (+270% YoY)Adjusted Revenue:(1) $16.85M vs. $5.74M (+193% YoY)Adjusted EBITDA:(2) $1.58M vs. ($0.1M)Rising Operating Leverage: OPEX as a % of revenue fell to 15% in Q4 2025, versus 34% in Q4 2024

The Company believes the following Non-GAAP financial measures provide meaningful insight to its shareholders in understanding the Company’s performance and may assist in the evaluation of the Company’s business relative to that of its peers.

Notes:

(1) “Adjusted Revenue” is a non-GAAP financial measure, and the figures reflect gross economic activity processed through the Company’s platform and should not be considered revenue recognized under IFRS. See “Non-GAAP Financial Measures” section below for definition.

(2) “Adjusted EBITDA” is a non-GAAP financial measure and reflects EBITDA plus additions for atypical and non-recurring charges. See “Non-GAAP Financial Measures” section below for definition.

The following table is included to provide a reconciliation of the Company’s non-GAAP financial measures to the most directly comparable IFRS measures and to enhance the comparability and transparency of the Company’s financial performance for investors.

    Three months ended December 31,

        Twelve months ended December 31,

2025

2024

%
change

2025

2024

%
change

Adjusted Revenue

$                   16,853,102

$     5,742,523

193 %

$               43,563,753

$            22,321,265

95 %

  Deduct – deferred business partner contract
revenue

(313,878)

208,436

425,945

(45,317)

  Deduct – business partner payouts on app
service gross revenue

2,218,121

1,493,509

7,752,770

6,321,866

GAAP Revenue

$                   14,948,859

$     4,040,578

270 %

$               35,385,038

$            16,044,716

121 %

Adjusted Gross Margin

$                     2,924,341

$     1,580,387

85 %

$                 9,429,151

$              5,650,936

67 %

  Deduct – deferred business partner contract
revenue

(313,878)

208,436

425,945

(45,317)

GAAP Gross Margin

$                     3,238,219

$     1,371,951

136 %

$                 9,003,206

$              5,696,253

58 %

Adjusted EBITDA

$                     1,577,760

$         (83,191)

$                 2,542,895

$                 136,334

1765 %

  Deduct – amortization and depreciation

127,982

62,853

452,772

181,136

  Deduct – share-based payments

8,843

87,889

82,385

614,877

  Deduct – interest and accretion

452,209

586,354

  Deduct – sales tax provision, net cash paid

252,603

(254,510)

252,603

(254,510)

  Deduct – impairment charge

54,814

54,814

  Deduct – income tax expense

(119,249)

(119,249)

  Deduct – deferred tax recovery

699,586

699,586

GAAP Net Income (Loss)

$                     1,261,646

$          20,577

6031 %

$                 1,694,304

$                (405,169)

518 %

Shane Madden, CEO of Hydreight, commented:

“2025 was a defining year for Hydreight. We transitioned from a growing platform into a scaled healthcare infrastructure business, with strong revenue growth and sustained profitability.

The acceleration we saw in the second half of the year was driven largely by the rollout of VSDHOne, which is now becoming a meaningful contributor to both revenue and long-term scalability.

As we move into 2026, our focus is on expanding our partner network, increasing transaction volume across the platform, and continuing to grow our compliant healthcare infrastructures in the United States.”

BUSINESS PERFORMANCE & DRIVERS

VSDHOne – Core Growth Engine

The Company’s VSDHOne platform, launched in 2025, was a primary driver of growth, contributing to:

Rapid onboarding of new partnersExpansion of direct-to-consumer healthcare brandsIncreased transaction volume across telehealth and pharmacy services

Revenue growth in 2025 was primarily driven by VSDHOne-related activity, combined with continued organic growth across existing partners.

The platform ramped significantly through the second half of the year, with Q4 alone contributing $14.9M in revenue, representing approximately 270% growth compared to the same period in 2024. This acceleration reflects strong demand from partners seeking compliant, turnkey solutions and demonstrates the Company’s ability to scale transaction volume efficiently across its infrastructure.

OPERATING METRICS & VOLUME GROWTH

Operational performance across the Company’s core verticals continued to strengthen throughout 2025.

The Company’s first two verticals continued their historical growth in 2025, supported by alignment with broader market trends and the introduction of direct-to-consumer products and services through Hydreight’s proprietary platform structure.

Completed Services revenue in Q4 2025 for the first vertical increased by approximately 44% compared to the same period in 2024Completed Services revenue for the first vertical in 2025 increased by approximately 17% compared to 2024New nurse sign-ups increased by approximately 45% in 2025 compared to 2024

These metrics reflect continued growth in the Company’s core service offerings, expansion of its provider network, and increasing utilization across the platform.

PLATFORM SCALE & NETWORK EFFECTS

Hydreight continues to expand its position as a leading healthcare infrastructure platform:

11,000+ licenses signed across VSDHOneNational footprint across all 50 U.S. statesNetwork of healthcare providers, pharmacies, and partners

The Company believes that this scale reflects growing demand from businesses seeking compliant, turnkey solutions to enter and expand within the U.S. healthcare market.

MULTI-VERTICAL REVENUE MODEL

Hydreight generates revenue across three primary streams:

Business partner subscription contractsTelehealth consultation and platform commissionsPharmacy sales

Growth was supported by:

Expansion of product offerings (GLP-1s, peptides, NAD, TRT, and more)Increased partner utilizationBroader adoption across wellness verticals

PROFITABILITY & OPERATING LEVERAGE

Hydreight achieved strong improvements in Adjusted EBITDA, a non-GAAP measure:

Adjusted EBITDA: $2.5M in 2025 vs. $0.14M in 2024 (+1,765% YoY)Net income (loss): $1.69M in 2025 vs. $(0.41)M in 2024

Performance strengthened meaningfully in the fourth quarter, reflecting the scaling of the platform in the second half of the year.

Q4 Adjusted EBITDA: $1.58M vs. ($0.10M) in Q4 2024

This reflects:

Platform scalabilityRevenue growth outpacing cost increasesImproved operational efficiency

This improvement reflects the operating leverage inherent in the Company’s platform model and was not solely a function of higher revenue. As transaction volumes scaled across VSDHOne, incremental revenue flowed through at higher margins, supported by a largely fixed regulatory, pharmacy, and technology infrastructure. As a result, revenue growth outpaced cost growth, driving improved profitability and demonstrating the scalability of the Company’s platform.

¹ See “Non-GAAP Financial Measures and Reconciliation”.

BALANCE SHEET & LIQUIDITY

Cash: $15.65M (vs. $1.2M in 2024)Working Capital: ~$15.7M (vs. deficiency of $2.5M in 2024)Strong capital position to support ongoing operations

The Company also completed a $15M financing in January 2026, subsequent to year‑end, further strengthening its ability to scale operations and pursue strategic initiatives.

Including the $15M financing completed in January 2026, the Company has access to over $30.7M in capital to support growth initiatives.

Please see SEDAR+ for the Company’s consolidated audited financial statements and MD&A for the year ended December 31, 2025.

STRATEGIC INITIATIVES & MILESTONES

Hydreight continues to expand its platform through strategic initiatives and partnerships.

During 2025, the Company:

Strengthened its vertically integrated healthcare infrastructureExpanded its national pharmacy networkInvested in next-generation platform capabilities (VSDHOne 2.0)Established strategic relationships to enhance product innovation and distribution

In 2026, Hydreight further expanded its strategic initiatives through an investment in Insu Therapeutics, a company focused on developing innovative delivery mechanisms for peptide-based therapies. This aligns with Hydreight’s long-term strategy of supporting next-generation treatments across its platform.

OUTLOOK

Hydreight is entering 2026 with strong momentum, supported by:

Continued onboarding of new partnersIncreasing transaction volumes across VSDHOneRecent capital deployment initiativesExpansion into new healthcare verticals

As of the end of Q1 2026, VSDHOne has surpassed 12,000 licenses sold, reflecting continued momentum in platform adoption.

Management remains focused on scaling the platform while maintaining disciplined growth and operational efficiency.

“We look forward to discussing these results in more detail on our upcoming earnings call.” -Shane Madden

ANNUAL FILINGS

The Company’s audited annual financial statements for the year ended December 31, 2025, and the associated MD&A, including a full discussion of non-GAAP financial measures and their reconciliation to IFRS measures, have been filed on SEDAR+ at www.sedarplus.ca and are available on the Company’s issuer profile. Readers are encouraged to review the complete financial statements and MD&A in conjunction with this press release. The Company refiled its MD&A to correct a typographical error in the calculation of Adjusted EBITDA. No other changes have been made.

UPCOMING EARNINGS CALL

Hydreight Technologies will host a live earnings call to discuss its Q4 and full-year 2025 financial results, provide a business update, and outline the Company’s strategic priorities heading into 2026.

Date & Time: Friday, May 1, 2026 at 9:00am – 10:00pm EST

Registration Link: https://hydreight.zoom.us/webinar/register/WN_vP-U6hAiRf2Ejg8muQcocQ

The call will include a formal presentation followed by a live Q&A session. Investors are encouraged to attend to gain deeper insight into Hydreight’s growth strategy and platform expansion.

Clarification on Engagement of GRA Enterprises

Further to the Company’s news release early last year dated February 27, 2025, the Company wishes to clarify that its prior 3-month engagement of GRA Enterprises LLC (doing business as National Inflation Association) (“GRA”) was not renewed and as such was terminated effective May 27, 2025.

Under the engagement, the Company paid GRA an aggregate fee of USD $30,000 in cash pursuant to the GRA Engagement. The fee was paid from general working capital at the commencement of the engagement. No securities, stock options, or other equity-based compensation were issued or granted in connection with the engagement.

The engagement was conducted at arm’s length and has been fully concluded, with no ongoing obligations or amounts payable by the Company.  To the Company’s knowledge, neither GRA nor its principal, Gerard Adams, holds any direct or indirect interest in the Company or its securities, nor any right to acquire such an interest.

On behalf of the Board of Directors

Shane Madden
Director and Chief Executive Officer
Hydreight Technologies Inc.

Hydreight Technologies Inc Ranked Number 56 Fastest-Growing Company in North America on the 2024 Deloitte Technology Fast 500™

Hydreight Technologies Recognized as a Top 50 TSX Venture Exchange Company

About Hydreight Technologies Inc.
Hydreight Technologies Inc is building one of the largest mobile clinic networks in the United States. Its proprietary, fully integrated platform has hosted a network of over 3000 nurses, over 300 doctors and a pharmacy network through its Doctor networks across 50 states. The platform includes a built-in, easy-to-use suite of fully integrated tools for accounting, documentation, sales, inventory, booking, and managing patient data, which enables licensed healthcare professionals to provide services directly to patients at home, office or hotel. Hydreight is bridging the gap between provider compliance and patient convenience, empowering nurses, med spa technicians, and other licensed healthcare professionals. The Hydreight platform allows healthcare professionals to deliver services independently, on their own terms, or to add mobile services to existing location-based operations. Hydreight has a 503B pharmacy network servicing all 50 states and is closely affiliated with a U.S. certified e-script and telemedicine provider network.

About VSDHOne – Direct to Consumer Platform
Developed in partnership with Victory Square Technologies (CSE: VST) (OTC: VSQTF) (FWB: 6F6), Hydreight Technologies launched the VSDHOne platform. VSDHOne simplifies the entry challenges for companies and medi-spa businesses to enter the online healthcare space compliantly. This platform is expected to help businesses launch direct-to-consumer healthcare brand in a matter of days in all 50 states. Compliant offerings include: GLP-1s, peptides, personalized healthcare treatments, sermorelin, testosterone replacement therapy (“TRT”), hair loss, skincare, sexual health and more. Hydreight invested in technology, legal and infrastructure to launch this platform. The VSDHOne platform offers a complete, and modular end-to-end solution for businesses looking to launch direct-to-consumer healthcare brands. From compliance and telemedicine technology to nationwide doctor and pharmacy networks, VSDHOne provides all the tools needed for a seamless entry into the online healthcare space. The platform is designed to significantly reduce the time and costs associated with launching such services, making it possible for businesses to go live in days instead of months.

Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Use of Non-GAAP Financial Measures:
The Company uses certain non-GAAP financial measures to assess its operating performance, and this press release contains non-GAAP financial measures, including “Adjusted Revenue” and “Adjusted EBITDA”. These measures are not recognized under International Financial Reporting Standards (“IFRS”) and do not have standardized meanings prescribed by IFRS or GAAP.

The Company defines Adjusted Revenue as gross cash income before adjustment for the deferred portion of business partner contract revenue and gross receipts from Hydreight App service sales. The Company defines Adjusted Gross Margin as GAAP gross margin plus inventory impairment plus the deferred portion of business partner contract revenue. The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization and before (i) transaction, restructuring, and integration costs (ii) share-based payments expense, (iii) gains/losses that are not reflective of ongoing operating performance including inventory impairment and (iv) sales tax provision, net of actual cash payments to state tax authorities. 

Adjusted Revenue reflects the gross economic activity processed through the Company’s platform during the applicable period and may differ materially from revenue recognized under IFRS, which is based on revenue recognition and deferral requirements. Adjusted Revenue is not a measure of financial performance or profitability and should not be considered a substitute for revenue determined in accordance with IFRS.  As used, Adjusted Revenue accelerates cash receipts relative to IFRS revenue recognition. Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss) prepared in accordance with IFRS.

The Company believes that these non‑GAAP measures provide information useful to investors in understanding historical operating trends and the scale of the Company’s platform relative to its peers but does not intend for such measures to represent future performance. This data is furnished to provide additional information and does not have any standardized meaning prescribed by IFRS. Accordingly, it should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS and is not necessarily indicative of other metrics presented in accordance with IFRS.

Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding expectations for the Company’s 2026 strategic outlook, growth, platform scaling initiatives, and anticipated expansion of VSDHOne and other platform offerings.

Forward‑looking information is based on management’s expectations, estimates and assumptions as of the date hereof, including assumptions regarding: continued partner adoption, stable regulatory regimes applicable to telehealth and pharmacy operations in the United States, availability of capital, and general economic conditions.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflects the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to obtain requisite regulatory and other approvals with respect to the business operated by the Company and/or the potential impact of the listing of the Company’s shares on the TSXV on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time as a result of being a publicly listed entity. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

View original content to download multimedia:https://www.prnewswire.com/news-releases/hydreight-reports-record-fiscal-2025-results-as-vsdhone-drives-rapid-growth-and-platform-scale-302759724.html

SOURCE Hydreight Technologies Inc.

Continue Reading
Click to comment

Leave a Reply

Your email address will not be published. Required fields are marked *

Technology

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

Published

on

By

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

Continue Reading

Technology

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

Published

on

By

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

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

Continue Reading

Technology

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

Published

on

By

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.

Continue Reading

Trending