TIDEWATER RENEWABLES LTD. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2025 RESULTS, OPERATIONAL UPDATE AND 2026 GUIDANCE
The related audited consolidated financial statements, as well as the Management's Discussion and Analysis ("MD&A") for the fourth quarter and year ended
Q4 2025 Results
- During the fourth quarter of 2025, the Corporation reported a net loss of
$13.8 million , compared to a net loss of$3.4 million in the fourth quarter of 2024. The increase in the net loss in the fourth quarter of 2025 was primarily due to lower throughput resulting in lower sales volume and lower contributions from the Corporation's joint venture investment inRimrock Cattle Company Ltd. (the "Equity Investment "), partially offset by favourable movements in derivative contracts and lower financing costs. - Adjusted EBITDA(1) was negative
$3.8 million during the fourth quarter of 2025, a 163% decrease over the fourth quarter of 2024. The decrease was attributable to lower sales volume and lower contributions from theEquity Investment . - During the fourth quarter of 2025, the Corporation successfully completed its scheduled turnaround at the renewable diesel & renewable hydrogen complex (the "
HDRD Complex "), including the identification and repair of an equipment failure. Following these repairs, the facility has demonstrated improved operational reliability, with utilization averaging near nameplate capacity to date in 2026.
Year End 2025 Results
- During the year ended
December 31, 2025 , the Corporation reported net income of$3.5 million , compared to a net loss of$357.9 million for the year endedDecember 31, 2024 . The increase over the prior year was primarily driven by the absence of the loss recognized on the sale in 2024 to Tidewater Midstream and Infrastructure Ltd. ("Tidewater Midstream") of certain co-processing assets, working interests in variousPrince George Refinery units and a natural gas storage facility co-located at TidewaterMidstream's Brazeau River Complex (the "Tidewater Midstream Transaction"), lower financing costs, and favourable derivative contract performance. Partially offsetting these factors were lower throughput resulting in lower sales volumes from renewable diesel and emissions credits, the absence of deferred tax recoveries recognized in 2024 as part of the Tidewater Midstream Transaction, and the loss of earnings from income generating assets divested in the Tidewater Midstream Transaction. - In 2025,
Tidewater Renewables generated Adjusted EBITDA(1) of$25.8 million , a decrease of 65% from 2024 Adjusted EBITDA(1) of$74.5 million . The decrease was due to lower throughput resulting in lower sales volumes from renewable diesel and environmental attributes, the sale of co-processing assets and the termination of take-or-pay contracts in connection with the Tidewater Midstream Transaction, and lower contributions from theEquity Investment , partially offset by lower realized losses on derivative contracts. - The 2025 year benefited from improved regulatory clarity following the Government of
British Columbia's February 27, 2025 , announcement regarding amendments to the Low Carbon Fuels Act. These updates, which increased renewable fuel requirements for diesel from 4% to 8% and requires such renewable fuel content to be produced inCanada , represents, in management's view, a significant step toward a fairer and more competitive trade environment for the Canadian renewable fuel industry. - The Corporation strengthened its financial position through the
March 26, 2025 amendment of its senior and second lien credit facilities. This transaction provided more than$15.0 million in additional capacity and extended the maturity of the second lien tranche B and C facilities fromFebruary 28, 2026 , toOctober 24, 2027 . Furthermore, the amendments enhanced financial flexibility by extending the waiver of quarterly financial covenants under the senior and second lien credit facilities untilMarch 31, 2026 , at which point the Corporation will transition to maintaining specific financial covenants on an annualized basis. - Execution of the 6,500 bbl/d sustainable aviation fuel ("SAF") project reached significant milestones during the year, highlighted by the completion of front-end engineering design work in the second quarter of 2025 and the execution of an amended initiative agreement with the Government of
British Columbia inSeptember 2025 (the "Amended Initiative Agreement"). The Amended Initiative Agreement provides additionalBritish Columbia low carbon fuel standard credits ("BC LCFS Credits") to support optimization efforts ahead of a targeted 2026 final investment decision.
2026 guidance
-
Tidewater Renewables is pleased to release its 2026 guidance, which is characterized by improved financial performance and an accelerated deleveraging strategy. The Corporation expects to deliver annual Adjusted EBITDA(1)of between$80.0 million to$90.0 million , driven by optimized operational utilization at theHDRD Complex . This robust cash flow generation is expected to be used for debt reduction, reflecting management's commitment to strengthening the balance sheet and enhancing long-term shareholder value.
Subsequent events
- In
January 2026 ,Tidewater Renewables formally submitted its application for the BioFuels Production Incentive (the "BPI"), a new$370 million program announced by theGovernment of Canada in 2025 aimed at strengthening domestic production of biodiesel and renewable diesel. With expected renewable diesel production of between 150 million to 170 million litres per year, the Corporation anticipates that 100% of its production will qualify for the incentive. Management believes the Corporation is well-positioned to benefit from the BPI, supporting improved cash flow and returns over the eligible period. Under the terms of the program, the Corporation expects to receive an incentive of$0.16 per litre. This is projected to generate between$24.0 million to$27.2 million in annual cash proceeds in each of 2026 and 2027. - Subsequent to year-end, the Corporation entered into derivative contracts to hedge approximately 50% of April through
December 2026 renewable diesel (and attached emission credit) sales and associated feedstock purchases. This hedging strategy is intended to lock in a strong gross margin and significantly reduce exposure to commodity pricing volatility, providing greater certainty for 2026 cash flows.
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1. |
Non-GAAP financial measure. See the "Non-GAAP and Other Financial Measures" section of this press release and the Corporation's MD&A for information on each non-GAAP financial measure or ratio. |
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Selected financial and operating information are outlined below and should be read in conjunction with the Corporation's audited financial consolidated financial statements and related MD&A for the fourth quarter and year ended
Financial Highlights
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Three months ended |
Year ended |
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(in millions of Canadian dollars except per share information) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
Revenue |
$ |
54.7 |
$ |
76.4 |
$ |
248.0 |
$ |
426.5 |
|
Net (loss) income |
$ |
(13.8) |
$ |
(3.4) |
$ |
3.5 |
$ |
(357.9) |
|
Net (loss) income per share - basic |
$ |
(0.38) |
$ |
(0.09) |
$ |
0.10 |
$ |
(10.15) |
|
Net (loss) income per share - diluted |
$ |
(0.38) |
$ |
(0.09) |
$ |
0.09 |
$ |
(10.15) |
|
Adjusted EBITDA (1) |
$ |
(3.8) |
$ |
6.1 |
$ |
25.8 |
$ |
74.5 |
|
Net cash (used in) provided by operating activities |
$ |
(0.4) |
$ |
(21.5) |
$ |
33.7 |
$ |
54.6 |
|
Distributable cash flow (1) |
$ |
(10.7) |
$ |
(7.7) |
$ |
(16.5) |
$ |
29.8 |
|
Distributable cash flow per share - basic (1) |
$ |
(0.29) |
$ |
(0.22) |
$ |
(0.45) |
$ |
0.84 |
|
Distributable cash flow per share - diluted (1) |
$ |
(0.29) |
$ |
(0.22) |
$ |
(0.45) |
$ |
0.82 |
|
Total common shares outstanding (millions) |
|
36.4 |
|
36.4 |
|
36.4 |
|
36.4 |
|
Total assets |
$ |
397.6 |
$ |
406.4 |
$ |
397.6 |
$ |
406.4 |
|
Net debt (2) |
$ |
206.2 |
$ |
195.9 |
$ |
206.2 |
$ |
195.9 |
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1. |
Non-GAAP financial measure. Refer to the "Non-GAAP and Other Financial Measures" section of this press release. |
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2. |
Capital management measure. Refer to the "Non-GAAP and Other Financial Measures" section of this press release. |
OUTLOOK AND CORPORATE UPDATE
Regulatory developments
Following the
The BPI framework provides substantial, non-repayable financial support from
-
$0.16 per litre for the first 170 million litres produced annually; and -
$0.10 per litre for the next 130 million litres produced annually.
With the
In addition to the BPI, on
- Minimum Domestic Content Approach - This mechanism would require a defined share of the renewable content blended into gasoline and diesel to originate from Canadian production. This approach aligns with the policy announced by the Government of
British Columbia onFebruary 27, 2025 , which increased renewable fuel requirements for diesel from 4% to 8% and requires such renewable fuel content to be produced inCanada ; and - Credit Multiplier Approach - Under this mechanism, domestic low-carbon fuels would receive a higher ratio of CFR emission credits per litre than imported fuels. The
Government of Canada estimates that a multiplier of approximately 1.4 for biomass-based diesel would be required to achieve parity with the production tax incentive currently received byU.S. producers.
Management supports both proposed pathways and believes
2026 guidance
To further protect the Corporation's financial position, management has implemented a proactive hedging program for 2026. As of the date of this news release, the Corporation has hedged approximately 50% of 2026 renewable diesel (and attached emission credit) sales and associated feedstock purchases. By utilizing these derivative instruments, the Corporation has locked in a strong gross margin on a significant portion of its 2026 production, effectively reducing exposure to commodity pricing volatility and ensuring more predictable cash flows.
While the Corporation remains focused on deleveraging, it will continue to advance its assets through a disciplined capital program. Growth expenditures will remain focused on the optimization of the SAF project. Expenditures on SAF optimization are expected to be largely funded through the monetization of capital emission credits issued under the Amended Initiative Agreement, preserving operating cash flow for debt repayment. Maintenance capital expenditures are directed strictly toward sustaining asset integrity, operational reliability, and process safety across the
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(in millions of Canadian dollars, unless otherwise stated) |
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2026 Guidance |
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Adjusted EBITDA(1) |
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80 - 90 |
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Sales volume (MM litres) |
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150 - 170 |
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Capital expenditures(2) |
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2.0 – 3.0 |
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1. |
Non-GAAP financial measure. Refer to "Non-GAAP and Other Financial Measures" section of this press release. |
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2. |
Capital expenditures are inclusive of growth capital expenditures and maintenance capital expenditures and are presented net of capital emission credits. |
During the fourth quarter of 2025, the
The decrease in utilization during the three months and year ended
Shortly after operations resumed, an equipment anomaly was identified which required the
In addition, utilization during the year ended
Capital Program
Total annual maintenance capital of
CONFERENCE CALL
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A live audio webcast of the conference call will be available here, and archived for 90 days.
ABOUT
NON-GAAP AND OTHER FINANCIAL MEASURES
Throughout this press release and in other materials disclosed by the Corporation,
Non-GAAP Financial Measures
The non-GAAP financial measures used by the Corporation are Adjusted EBITDA and distributable cash flow.
Adjusted EBITDA
Adjusted EBITDA is calculated as income (or loss) before finance costs, taxes, depreciation, share-based compensation, unrealized gains and losses on derivative contracts, transaction costs, and other items considered non-recurring in nature, plus the Corporation's proportionate share of Adjusted EBITDA in its
Adjusted EBITDA is used by management to set objectives, make operating and capital investment decisions, monitor debt covenants and assess performance.
The following table reconciles net loss, the nearest GAAP measure, to Adjusted EBITDA:
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Three months ended |
Year ended |
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(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
|||||
|
Net (loss) income |
$ |
(13.8) |
$ |
(3.4) |
$ |
3.5 |
$ |
(357.9) |
|
|
Deferred income tax recovery |
|
(3.0) |
|
(0.7) |
|
(3.0) |
|
(115.6) |
|
|
Depreciation |
|
4.0 |
|
7.0 |
|
17.5 |
|
31.5 |
|
|
Finance costs and other |
|
5.8 |
|
9.3 |
|
22.0 |
|
42.4 |
|
|
Share-based compensation |
|
- |
|
(0.5) |
|
0.7 |
|
(0.2) |
|
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Unrealized gain on derivative contracts |
|
(3.5) |
|
(3.1) |
|
(29.1) |
|
(16.7) |
|
|
(Gain) loss on warrant liability revaluation |
|
(1.3) |
|
(0.3) |
|
4.9 |
|
(3.0) |
|
|
Transaction costs |
|
- |
|
0.6 |
|
0.2 |
|
2.2 |
|
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Non-recurring expenses |
|
0.1 |
|
- |
|
0.7 |
|
3.0 |
|
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Loss on sale of assets |
|
1.0 |
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(2.0) |
|
1.0 |
|
489.0 |
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Impairment expense |
|
- |
|
- |
|
- |
|
0.8 |
|
|
Adjustment to share of profit from equity accounted investments |
|
6.9 |
|
(0.8) |
|
7.4 |
|
(1.0) |
|
|
Adjusted EBITDA |
$ |
(3.8) |
$ |
6.1 |
$ |
25.8 |
$ |
74.5 |
|
Distributable Cash Flow
Distributable cash flow is calculated as net cash provided by (used in) operating activities before changes in non-cash working capital plus transaction costs, non-recurring expenses, and after any expenditures that use cash from operations. Changes in non-cash working capital are excluded from the determination of distributable cash flow because they are primarily the result of seasonal fluctuations or other temporary changes, and are generally funded with short-term debt or cash flows from operating activities. Maintenance capital expenditures, including turnarounds, are deducted from distributable cash flow as they are ongoing recurring expenditures which are funded from operating cash flows. Transaction costs are added back as they vary significantly quarter to quarter based on the Corporation's acquisition and disposition activity. Distributable cash flow also excludes non-recurring transactions that do not reflect
Management believes distributable cash flow is a useful metric for investors when assessing the amount of cash flow generated from the Corporation's normal operations. These cash flows are relevant to the Corporation's ability to internally fund growth projects, alter its capital structure, or distribute returns to shareholders.
The following table reconciles net cash provided by (used in) operating activities, the nearest GAAP measure, to distributable cash flow:
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Three months ended |
Year ended |
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(in millions of Canadian dollars) |
2025 |
2024 |
2025 |
2024 |
||||
|
Net cash (used in) provided by operating activities |
$ |
(0.4) |
$ |
(21.5) |
$ |
33.7 |
$ |
54.6 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
Changes in non-cash working capital |
|
(3.0) |
|
21.4 |
|
(19.9) |
|
8.2 |
|
Transaction costs |
|
- |
|
0.6 |
|
0.2 |
|
2.2 |
|
Non-recurring expenses |
|
0.1 |
|
- |
|
0.7 |
|
3.0 |
|
Interest and financing charges |
|
(3.9) |
|
(5.3) |
|
(15.0) |
|
(27.8) |
|
Payment of lease liabilities |
|
(1.8) |
|
(1.7) |
|
(7.0) |
|
(7.0) |
|
Maintenance capital |
|
(1.7) |
|
(1.2) |
|
(9.2) |
|
(3.4) |
|
Distributable cash flow |
$ |
(10.7) |
$ |
(7.7) |
$ |
(16.5) |
$ |
29.8 |
Non-GAAP Financial Ratios
Distributable cash flow per common share (basic and diluted)
Distributable cash flow per common share is calculated as distributable cash flow, a non-GAAP financial measure, over the weighted average number of common shares outstanding for the period.
Management believes that distributable cash flow per common share provides investors an indicator of funds generated from the business that could be allocated to each shareholder's equity position.
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Three months ended |
Year ended |
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(in millions of Canadian dollars except per share information) |
2025 |
2024 |
2025 |
2024 |
||||
|
Distributable cash flow |
$ |
(10.7) |
$ |
(7.7) |
$ |
(16.5) |
$ |
29.8 |
|
Weighted average shares outstanding - basic |
|
36.4 |
|
36.4 |
|
36.4 |
|
35.3 |
|
Weighted average shares outstanding - diluted |
|
36.4 |
|
36.4 |
|
36.4 |
|
36.3 |
|
Distributable cash flow per share - basic |
$ |
(0.29) |
$ |
(0.22) |
$ |
(0.45) |
$ |
0.84 |
|
Distributable cash flow per share - diluted |
$ |
(0.29) |
$ |
(0.22) |
$ |
(0.45) |
$ |
0.82 |
Capital Management Measures
Net Debt
Net debt is used by the Corporation to monitor its capital structure and financing requirements. It is also used as a measure of the Corporation's overall financial strength. Net debt is defined as amounts owing under the senior credit facility and second lien credit facility, less cash.
The following table reconciles net debt:
|
(in millions of Canadian dollars) |
|
|
|
|
|
Senior Credit Facility |
$ |
22.3 |
$ |
20.9 |
|
Senior Lien Credit Facility |
|
183.9 |
|
175.0 |
|
Cash |
|
- |
|
- |
|
Net debt |
$ |
206.2 |
$ |
195.9 |
Supplementary Financial Measures
Growth Capital
Growth capital expenditures are defined as expenditures which are recoverable, incrementally increase cash flow or the earning potential of assets, expand the capacity of current operations, or significantly extend the life of existing assets. This measure can be used by investors to assess the Corporation's discretionary capital spending.
Maintenance capital expenditures are generally defined as expenditures that support and/or maintain the current capacity, cash flow or earning potential of existing assets without the characteristic benefits associated with growth capital expenditures. These expenditures include major inspections and overhaul costs that are required on a periodic basis. This measure can be used by investors to assess the Corporation's non-discretionary capital spending.
Forward-Looking Information
Certain statements contained in this press release constitute forward-looking statements and forward-looking information (collectively referred to herein as, "forward-looking statements") within the meaning of applicable Canadian securities laws. Such forward-looking statements relate to future events, conditions or future financial performance of
In particular, this press release contains forward-looking statements pertaining to, but not limited to, the following:
- the effect of the Government of
British Columbia's amendments to the Low Carbon Fuels Act on the Corporation and the Canadian renewable fuel industry; - the requirement for the Corporation to maintain specific financial covenants on an annualized basis under its senior credit facility and second lien credit facility following the expiry of the waiver of such covenants;
- the receipt of additional BC LCFS Credits from the Government of
British Columbia as a result of the Amended Initiative Agreement, including the anticipated use thereof; - the amount of annual Adjusted EBITDA expected to be generated by the Corporation in 2026 and the expected drivers of increases thereto;
- the use of cash flow for debt reduction;
- the Corporation's qualification for the BPI, the associated incentive expected to be received by the Corporation under the BPI and the expected effect of the BPI on the Corporation and the Canadian renewable fuels sector;
- forecasted production at the
HDRD Complex ; - the percentage of forecasted production subject to offtake agreements;
- the expected sale of volumes not sold under offtake agreements on the spot market;
- the amount of renewable diesel revenue and associated feedstock purchases hedged under derivative contracts and the expected effect of such hedging strategy;
- the
Government of Canada's intention to make targeted amendments to the CFR and the expected effect on the Corporation and Canadian renewable fuels sector; - the development of the proposed SAF project, including the funding of optimization work and the timing of a final investment decision with respect thereto;
- maintenance capital expenditures with respect to the
HDRD Complex ; and - the Corporation's objective to become a leading renewable fuel producer.
Although the forward-looking statements contained in this press release are based upon assumptions which management of the Corporation believes to be reasonable, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this press release, the Corporation has made assumptions regarding, but not limited to:
-
Tidewater Renewables' ability to execute on its business plan; - the timely receipt of all third party, governmental and regulatory approvals and consents sought by the Corporation;
- general economic and industry trends;
- operating assumptions relating to the Corporation's projects;
- expectations around level of output from the Corporation's projects, including assumptions relating to feedstock supply levels;
- the ownership and operation of
Tidewater Renewables' business; - regulatory risks;
- the expansion of production of renewable fuels by competitors;
- future commodity and renewable energy prices;
- sustained or growing demand for renewable fuels;
- the ability for the Corporation to successfully turn a wide variety of renewable feedstocks into low carbon fuels;
- the ability of the Corporation to successfully execute offtake agreements with respect to expected production;
- changes in the credit-worthiness of counterparties;
- the Corporation's future debt levels, financial stability, future debt reduction initiatives, and its ability to repay its debt when due;
- the Corporation's ability to continue to satisfy the terms and conditions of its credit facilities;
- the continued availability of the Corporation's credit facilities;
- the Corporation's ability to obtain additional debt and/or equity financing on satisfactory terms;
- the Corporation's ability to manage liquidity by working with its current capital providers and other sources and through the sale of emissions credits;
- the market, demand and pricing for emissions credits;
- foreign currency, exchange, inflation and interest rate risks;
- the continued support of governments of various levels for current policy initiatives;
- and the other assumptions set forth in the Corporation's most recent annual information form available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
The Corporation's actual results could differ materially from those anticipated in the forward-looking statements, as a result of numerous known and unknown risks and uncertainties and other factors including, but not limited to:
- changes in supply and demand for, and the pricing of low carbon products and emissions credits;
- general economic, political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, supply chain pressures, inflation, stock market volatility and supply/demand trends;
- risks and liabilities inherent in the operations related to renewable energy production and storage infrastructure assets, including the lack of operating history and risks associated with forecasting future performance;
- competition for, among other things, third-party capital, acquisition opportunities, requests for proposals, materials, equipment, labour and skilled personnel;
- risks related to the environment and changing environmental laws in relation to the operations conducted by the Corporation; and
- the other risks set forth in the Corporation's most recent annual information form available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
The foregoing lists are not exhaustive. Additional information on these and other factors which could affect the Corporation's operations or financial results are set forth in the Corporation's most recent annual information form, its MD&A and in other documents on file with the Canadian Securities Administrators available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
Management of the Corporation has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide holders of common shares in the capital of the Corporation with a more complete perspective on the Corporation's current and future operations and such information may not be appropriate for other purposes. The Corporation's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what benefits the Corporation will derive from them. Readers are therefore cautioned that the foregoing list of important factors is not exhaustive, and they should not unduly rely on the forward-looking statements included in this press release.
The financial outlook information contained in this news release is based on assumption about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available. Additionally, the financial outlook information contained in this news release is subject to the risk factors described above in respect of forward-looking information generally as well as any other specific assumptions and risk factors in relation to such financial outlook noted in this news release. Accordingly, readers are cautioned that the financial outlook information contained in this news release should not be used for purposes other than for which it is disclosed herein. The financial outlook information contained in this news release was approved by management as of the date hereof and was provided for the purpose of providing further information about the Corporation's expectations and plans for the future.
SOURCE
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