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LifeSpeak Announces Third Quarter 2023 Results

November 08, 2023 | Last Trade: C$0.37 0.00 0.00
  • Third quarter 2023 revenue of $12.9 million and Consolidated Annual Recurring Revenue (or ARR1) of $51.5 million as at September 30, 2023
  • Third quarter 2023 Adjusted EBITDA3 of $3.3 million, representing an Adjusted EBITDA Margin3 of 25% for the quarter
  • Total Number of Clients2 of 988 as at September 30, 2023

TORONTO, Nov. 8, 2023 /CNW/ - LifeSpeak Inc. ("LifeSpeak" or the "Company") (TSX: LSPK), the leading whole-person wellbeing solution for employers, health plans and other organizations, announced today its financial and operational results for the three and nine months ended September 30, 2023. All references to dollar values in this press release are in Canadian dollars, unless otherwise indicated.

"Our third quarter Adjusted EBITDA margin of 25% increased versus the 2022 comparable period of 24%, demonstrating that we have established a consistent revenue base for our business, and a well-managed cost structure," said Michael Held, CEO and Founder of LifeSpeak. "As we look ahead, our pipeline of sales opportunities remains robust, and, coupled with our stable and consistent quarterly financial results, provides us with confidence in our business prospects going forward."

Consolidated Business Highlights for the Three Months Ended September 30, 2023

(All capitalized terms not defined herein shall have the meaning ascribed to them in the Management's Discussion and Analysis for the three months ended September 30, 2023, unless otherwise stated)

  • Third quarter 2023 revenue reached $12.9 million, an increase of 1% compared to the same period in 2022, representing a continuing trend of stability in the adoption of the Company's platform.
  • Gross Margin for the third quarter 2023 was 90%, which is consistent with the comparable period in 2022.
  • ARR of $51.5 million as at September 30, 2023, representing a decrease of 1% over the same period in 2022. Of the $51.5 million of ARR, approximately $43.6 million, or 85%, originated from enterprise clients, an increase of approximately 2% compared to the same period in 2022. Of the $51.5  million of ARR, approximately 66% originated from clients outside of Canada.
  • ARR is reported on a constant currency basis using a 1.30 USD:CAD exchange rate. When adjusting for the exchange rate at the end of the quarter of 1.35 USD:CAD, ARR would be approximately $52.9 million.
  • Third quarter 2023 Adjusted EBITDA3 of $3.3 million, an increase of $0.2 million compared to the same period in 2022.
  • Third quarter 2023 Adjusted EBITDA3 Margin of 25%, an increase when compared to an Adjusted EBITDA3 margin of 24% in the comparable quarter of 2022.
  • Third quarter 2023 net loss of $2.0 million, compared to a net loss of $1.0 million in the same period in 2022.
  • Total Number of Clients of 988 as at September 30, 2023, which is consistent with the Total Number of Clients of 987 as at September 30, 2022. 
    • Notable enterprise client additions for the third quarter included The Law Society of British Columbia, CAA Club and the University of Minnesota.
    • Subsequent to quarter end, the Company added Canada Goose, Pirkx, 1-800-Flowers and Prolink Staffing as enterprise clients. 
  • Cross-selling initiatives progressed through the third quarter of 2023, with the successful closing of a cross-sale / multi-product opportunity with Signet Jewelers.  
  • The Company anticipates continued cross-sale opportunities in the fourth quarter of 2023, as net new clients are added with multi-product solutions, and as the current portfolio of client cross-sell opportunities are realized.
  • Subsequent to quarter end, Raffi Tchakmakjian stepped down as LifeSpeak's Chief Revenue Officer, effective November 10, 2023. Mr. Tchakmakjian's responsibilities will be assumed by the existing sales team, who will report directly to LifeSpeak's CEO, Michael Held. The Company wishes to thank Mr. Tchakmakjian for his contributions since joining LifeSpeak in 2021 as part of the acquisition of LIFT session.

1  See "Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators" for a definition of "ARR" 
2  See "Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators" for a definition of "Number of Clients"
3 See "Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators" for a definition of "Adjusted EBITDA" and "Adjusted EBITDA Margin" 

ARR, Consolidated Net Dollar Retention Rate and Logo Retention Rate Breakdown

ARR was approximately $51.5 million as at September 30, 2023, with core enterprise client ARR of approximately $43.6 million.

ARR Breakdown

In C$ thousands, unless otherwise noted

Q3-2022

Q4-2022

Q1-2023

Q2-2023

Q3-2023

 

YoY
Growth

 

   Total Enterprise ARR

43,065

43,860

44,824

44,035

43,619

 

1 %

   Total Embedded Solutions & Other ARR

9,088

8,978

8,488

8,155

7,913

 

(13 %)

Total ARR

52,153

52,838

53,312

52,190

51,532

 

(1 %)

 

Additionally, stability in the Company's Number of Clients continued year-over-year. Total Number of Clients was 988 as at September 30, 2023, compared to 987 as at September 30, 2022.

Number of Clients

 

Q3-2022

Q4-2022

Q1-2023

Q2-2023

Q3-2023

 

YoY
Growth

   Total Enterprise Clients

968

983

972

979

973

 

1 %

   Total Embedded Solutions Clients

19

19

18

17

15

 

(21 %)

Total Number of Clients

987

1,002

990

996

988

 

0 %

3 See "Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators" for a definition of "Adjusted EBITDA" and "Adjusted EBITDA Margin"

Consolidated Net Dollar Retention Rate4 for the quarter was 88%, a 10% increase from the same period in 2022, primarily due to the reference period no longer being affected by the loss of the large, embedded solutions client as first disclosed in the management discussion and analysis for the first quarter of 2022, offset by an increase in overall enterprise client churn. Net Dollar Retention Rate for enterprise clients was approximately 88% as at September 30, 2023.

Logo Retention Rate5 was 81% as at September 30, 2023 compared to 87% for the comparable period in 2022. As retention is measured on a last twelve-month basis, the lower Logo Retention Rate is primarily attributable to the loss of smaller enterprise client logos within the portfolio of customers.

Internal initiatives focused on cross-selling products to existing clients, and strong uptake to date in the opportunity to discuss multiproduct solutions with at-risk clients is trending positively.

In addition to the continued focus on revenue growth, the Company continues to monitor the cost base of the business and optimize for efficiencies where possible. This focus on costs has allowed the Company to continue to realize cost savings following the acquisitions. In the third quarter of 2023, the Company generated annualized cost savings of approximately $0.3 million, bringing total annualized savings implemented following the acquisitions to approximately $12.8 million.

4  See "Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators" for a definition, "Net Dollar Retention Rate".
5  See "Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators" for a definition, "Logo Retention Rate".

Financial Results for the Three and Nine Months Ended September 30, 2023:

Selected Consolidated Financial Information

(in thousands of Canadian dollars)

Three Months Ended

September 30,

Nine Months Ended

September 30,

 

2023

2022

2023

2022

     

Revenue

12,898

12,766

39,458

33,616

Less:

    

Content development costs

1,264

1,179

3,801

3,613

Gross Profit

11,634

11,587

35,657

30,003

Gross Profit Margin (1)

    

Gross Profit Margin

90 %

91 %

90 %

89 %

     

Deduct Expenses:

    

Sales and marketing

2,476

2,662

8,123

9,686

General and administrative

6,230

6,485

19,376

20,309

Share-based compensation

751

1,587

3,607

7,431

Foreign exchange (gain) loss

(1,626)

(4,032)

267

(3,591)

Amortization and depreciation

3,925

3,971

12,058

10,224

 

11,756

10,673

43,431

44,058

     

Loss before undernoted

(123)

914

(7,773)

(14,056)

     

Acquisition and other costs (2)

-

686

-

8,435

Changes in fair value of on contingent consideration

5

(2,216)

(3,533)

(3,951)

Finance expense, net

2,546

3,804

7,210

6,675

     

Loss before income taxes

(2,674)

(1,360)

(11,450)

(25,215)

Income taxes recovery

(692)

(405)

(2,863)

(2,051)

     

Net Loss

(1,982)

(955)

(8,587)

(23,164)

     

Earning (loss) per share - basic

(0.04)

(0.02)

(0.17)

(0.46)

Earnings (loss) per share- diluted

(0.04)

(0.02)

(0.17)

(0.46)

     

Non-IFRS Measures

    

EBITDA (3)

3,797

6,415

7,817

(8,316)

Adjusted EBITDA (4)

3,251

3,078

10,269

5,872

Adjusted Net Income (Loss) (5)

(2,528)

(4,292)

(6,135)

(8,975)

Adjusted earnings (loss) per share – basic (6)

(0.05)

(0.08)

(0.12)

(0.18)

Adjusted earnings (loss) per share – diluted (7)

(0.05)

(0.08)

(0.12)

(0.18)

Notes:

 

(1)

Gross profit margin is calculated as gross profit divided by revenue for the relevant period.

(2)

Acquisition and other costs are comprised of a portion of the costs related to the entry into of the Company's pre-IPO credit agreement and costs related to recapitalization distributions and the investment by the Institutional Investors, costs and expenses in connection with the Company's IPO and related matters and costs and expenses in connection with the Company's acquisitions (for the purposes of calculating Adjusted EBITDA and Adjusted Net Income).

(3)

"EBITDA" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

(4)

"Adjusted EBITDA" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

(5)

"Adjusted Net Income (Loss)" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

(6)

"Adjusted earnings (loss) per share – basic" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

(7)

"Adjusted earnings (loss) per share – diluted" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

Conference Call Notification

The Company will hold a conference call to provide a business update on Wednesday, November 8, 2023, at 8:00 a.m. ET hosted by:

  • Nolan Bederman, Executive Chairman
  • Michael Held, CEO
  • Michael McKenna, CFO

A question-and-answer session will follow the business update.

CONFERENCE CALL DETAILS

DATE:

Wednesday, November 8, 2023

  

TIME:

8:00 a.m. ET

  

DIAL-IN NUMBERS:

1.833.950.0062 or 1.833.470.1428

  

REFERENCE NUMBER:

785825

This live call is also being webcast and can be accessed by going to: https://events.q4inc.com/attendee/323796959

An archived telephone replay of the call will be available for two weeks by dialing 1.226.828.7578 or 1.866.813.9403 and entering access code 803206.   

Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators

LifeSpeak supplements its results of operations determined in accordance with IFRS with certain non-IFRS financial measures, non-IFRS ratios and key performance indicators that the Company believes are useful to investors, lenders and others in assessing its performance and which highlight trends its core business that may not otherwise be apparent when relying solely on IFRS measures. LifeSpeak management also uses non-IFRS measures, non-IFRS ratios and key performance indicators for purposes of comparison to prior periods, to prepare annual operating budgets, for the development of future projections and earnings growth prospects, to measure the profitability of ongoing operations and in analyzing our financial condition, business performance and trends. As such, these measures and indicators are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations from management's perspective, including how it evaluates its financial performance and how it manages its capital structure. LifeSpeak also believes that securities analysts, investors and other interested parties frequently use these non-IFRS measures, non-IFRS ratios and key performance indicators in the evaluation of issuers. These non-IFRS measures, non-IFRS ratios and key performance indicators are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and may include or exclude certain items as compared to similar IFRS measures, and such measures may not be comparable to similarly-titled measures reported by other companies. Accordingly, these measures and indicators should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.

Non-IFRS Measures, Non-IFRS Ratios and Reconciliation of Non-IFRS Measures

The Company uses non-IFRS measures, including "EBITDA", "Adjusted EBITDA", "Adjusted Net Income (Loss)", and the non-IFRS ratios, including "Adjusted earnings (loss) per share – basic", "Adjusted earnings (loss) per share – diluted" and "Adjusted EBITDA Margin". This press release also makes reference to "Annual Recurring Revenue" or "ARR", "Net Dollar Retention Rate", "Number of Clients" and "Logo Retention Rate", which are key performance indicators used in our industry.

EBITDA and Adjusted EBITDA 

"EBITDA" is defined as net income or loss before income tax expenses, finance costs and depreciation and amortization.

"Adjusted EBITDA" is defined as EBITDA before acquisition and other costs, share based compensation, foreign exchange loss (gain), impairment of goodwill, changes in fair value of contingent consideration, synergies realized and additional one time items. These non-cash and non-recurring costs are independent events which are non-recurring in nature and incurred over several financial periods.

"Adjusted EBITDA Margin" is calculated as Adjusted EBITDA divided by revenue for the relevant period.

(In thousands of Canadian dollars)

Three Months Ended

September 30,

Nine Months Ended

September 30,

 
 

2023

2022

2023

2022

 

Net income (loss)

(1,982)

(955)

(8,587)

(23,164)

 

Add:

     

Amortization and depreciation expense

3,925

3,971

12,058

10,224

 

Finance expense

2,546

3,804

7,210

6,675

 

Income tax expense (recovery)

(692)

(405)

(2,863)

(2,051)

 

EBITDA (1)

3,797

6,415

7,817

(8,316)

 

Add:

     

Acquisition and other costs (2)

-

686

-

8,435

 

Share-based compensation

751

1,587

3,607

7,431

 

Foreign exchange loss (gain)

(1,626)

(4,032)

267

(3,591)

 

Changes in fair value of contingent consideration

5

(2,216)

(3,533)

(3,951)

 

Synergies realized (3)

61

472

598

2,410

 

Additional one-time costs (4)

263

166

1,514

3,454

 

Adjusted EBITDA (5)

3,251

3,078

10,269

5,872

 

Adjusted EBITDA Margin (6)

25 %

24 %

26 %

17 %

 
       

Notes:

 

(1)

"EBITDA" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

(2)

Acquisition and other costs are comprised of a portion of the costs related to the entry into of the Company's pre-IPO credit agreement and costs related to recapitalization distributions and the investment by the Institutional Investors, costs and expenses in connection with the Company's IPO and related matters and costs and expenses in connection with the Company's acquisitions, including potential transaction bonuses (for the purposes of calculating Adjusted EBITDA and Adjusted Net Income).

(3)

Synergies realized relates to the impact of the full period of cost synergies related to the reduction of employees and professional services in relation to acquisitions.

(4)

One-time costs related to IPO specific adjustments, acquisitions specific adjustments and transition costs related to the Wellbeats acquisition.

(5)

"Adjusted EBITDA" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

(6)

"Adjusted EBITDA Margin" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

Adjusted Net Income (Loss) / Adjusted Earnings (Loss)

"Adjusted Net Income (Loss)" is defined as net income (loss) before acquisition and other costs, share based compensation, foreign exchange loss (gain), impairment of goodwill, changes in fair value of contingent consideration, synergies realized and additional one-time items. These non-cash and non-recurring costs are independent events which are non-recurring in nature and incurred over several financial periods.

"Adjusted earnings (loss) per share – basic" is defined as Adjusted Net Income (Loss) divided by the weighted average number of shares outstanding – basic for the relevant period.

"Adjusted earnings (loss) per share – diluted" is defined as Adjusted Net Income (Loss) divided by the weighted average number of shares outstanding – diluted for the relevant period.

(In thousands ofCanadian dollars)

Three Months Ended

September 30,

Nine Months Ended

September 30,

 
 

2023

2022

2023

2022

 

Net income (loss)

(1,982)

(955)

(8,587)

(23,164)

 

Add:

     

Acquisition and other costs (1)

-

686

-

8,435

 

Share-based compensation

751

1,587

3,607

7,431

 

Foreign exchange loss (gain)

(1,626)

(4,032)

267

(3,591)

 

Changes in fair value of contingent consideration

5

(2,216)

(3,533)

(3,951)

 

Synergies realized (2)

61

472

598

2,410

 

Additional one-time costs (3)

263

166

1,514

3,454

 

Adjusted Net Income (Loss) (4)

(2,528)

(4,292)

(6,135)

(8,975)

 

Adjusted earnings per share – basic (5)

(0.05)

(0.08)

(0.12)

(0.18)

 

Adjusted earnings per share – diluted (6)

(0.05)

(0.08)

(0.12)

(0.18)

 

Notes:

 

(1)

Acquisition and other costs are comprised of a portion of the costs related to the entry into of the Company's pre-IPO credit agreement and costs related to recapitalization distributions and the investment by the Institutional Investors, costs and expenses in connection with the Company's IPO and related matters and costs and expenses in connection with the Company's acquisitions, including potential transaction bonuses (for the purposes of calculating Adjusted EBITDA and Adjusted Net Income).

(2)

Synergies realized relates to the impact of the full period of cost synergies related to the reduction of employees and professional services in relation to acquisitions.

(3)

One-time costs related to IPO specific adjustments, acquisitions specific adjustments and transition costs related to the Wellbeats acquisition.

(4)

"Adjusted Net Income (Loss)" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures and Key Performance Indicators."

(5)

"Adjusted earnings (loss) per share – basic" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

(6)

"Adjusted earnings (loss) per share – diluted" has the meaning ascribed herein under "Cautionary Note Regarding Non-IFRS Measures, Non-IFRS Ratios and Key Performance Indicators".

Key Performance Indicators

Annual Recurring Revenue

"Annual Recurring Revenue" or "ARR" is equal to the annualized value of contracted recurring revenue from all clients of our platform at the date being measured. Contracted recurring revenue is revenue generated from clients who are, as of the date being measured, party to contracts with LifeSpeak. Such revenue is annualized by: (i) in the case where a contract was in existence for the entire month, multiplying recognized revenue in the calendar month of the date measured by 12; and (ii) in the case where a contract was entered into mid-month, extrapolating recognized revenue at the date measured for the entire calendar month, and then multiplying by 12. Contract lengths typically range from one to three years and, based on our past experience, the vast majority of clients renew their contracts upon expiry. ARR is mainly comprised of revenue from enterprise and embedded solutions and includes revenue from small business and ancillary services (comprised of portals, kits and events purchased by our existing clients or distributed through our channel partners). ARR provides a consolidated measure by which we can monitor the longer-term trends in our business.

"enterprise client ARR" is ARR at a particular date attributable to enterprise clients.

Net Dollar Retention Rate

"Net Dollar Retention Rate" for a period is defined by considering a cohort of clients at the beginning of the period, and dividing the ARR from enterprise and embedded solutions attributable to that cohort at the end of the period, by the ARR from enterprise and embedded solutions attributable to that cohort at the beginning of the period. Net Dollar Retention Rate provides a consolidated measure by which we can monitor the percentage of recurring ARR retained from existing clients.

Number of Clients

"Number of Clients" is defined as the number of clients at the end of any particular period as the number of enterprise clients and clients of our embedded solutions for which the term of services has not ended, or with which the Company is negotiating contract renewal and which meet a minimum revenue threshold.

Logo Retention Rate

"Logo Retention Rate" for a period is defined by considering a cohort of clients at the beginning of the period, and dividing the Number of Clients from that cohort at the end of the period, by the Number of Clients from that cohort at the beginning of the period. Logo Retention Rate provides a consolidated measure by which the Company can monitor the percentage of contracted clients retained every year.

About LifeSpeak Inc.

LifeSpeak is the leading whole-person-wellbeing platform for employers and other organizations that brings together digital education with human support. Our suite of wellbeing products allows organizations to provide best-in-class content and expertise that scales, meeting each individual wherever they are on their personal wellbeing journeys. As the parent company to LIFT Digital, ALAViDA Health, Torchlight, and Wellbeats, LifeSpeak provides in-depth expertise across mental health, wellness, physical fitness, substance use, and caregiving. With more than 30 years of collective experience working directly with Fortune 500 companies, government agencies, insurance providers, and others across the globe, we understand the complexities of addressing wellbeing within organizations, which is why our digital and data-driven approach provides insights that uncover gaps in wellbeing at the organizational level, ultimately enhancing performance outcomes. To learn more, follow LifeSpeak on LinkedIn (http://www.linkedin.com/company/lifespeak-inc), or visit www.LifeSpeak.com.

Forward-Looking Information

This press release may contain "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information may relate to the Company's future business, financial outlook and anticipated events or results and may include information regarding the Company's financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, and the Company's plans and objectives. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Particularly, information regarding the Company's expectations of future results, revenue growth, ARR, EBITDA, adjusted EBITDA margin, adjusted EBITDA, adjusted Net Income (Loss), adjusted Earnings (Loss), Number of Clients, Net Dollar Retention Rate, Logo Retention Rate, performance, synergies, achievements, prospects, industry trends, advancement of its strategy and acceleration of its growth, the use of proceeds of the loan advance from the credit agreement with Beedie, amortization or opportunities, including for cross-selling, or the markets in which the Company operates is forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances.

This forward-looking information and other forward-looking information are based on opinions, estimates and assumptions in light of the Company's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. These opinions, estimates and assumptions include, but are not limited to, the following: the Company's ability to build its market share and enter new geographies; the total available market for its products; the Company's ability to retain key personnel; the Company's ability to maintain and expand geographic scope; the Company's ability to execute on its expansion plans; the Company's ability to continue investing in infrastructure to support its growth and brand recognition; the Company's ability to maintain its existing client base; the Company's ability to continue maintaining and enhancing its technological infrastructure and functionality of its platform; to the Company's ability to obtain financing on acceptable terms; the Company's ability to effectively integrate its recent acquisitions; the Company's ability to generate sufficient cash to deleverage, the impact of competition; the changes and trends in the Company's industry or the global economy; and changes in laws, rules, regulations, and global standards.

The risks and uncertainties that may affect forward-looking statements include, among others: performance of the market sectors that the Company serves; general market performance including capital market conditions and availability and cost of credit; foreign currency and exchange risk; impact of factors such as increased pricing pressure and possible margin compression; the regulatory and tax environment; that expected cost and revenue synergies are not realized within the expected timeframe or at all; that revenue, ARR, EBITDA margin and cash flow expectations are not met for any number of reasons; political, labour or supplier disruptions; that our clients face recessionary pressures, and other risks detailed from time to time in the Company's filings with Canadian provincial securities regulators, including the risk factors which are described in greater detail under "Risk Factors" in the Company's annual information form for the fiscal year ended 2022. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not currently known to the Company or that the Company currently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information.

Accordingly, prospective investors should not place undue reliance on forward-looking information. The forward-looking information contained in this press release represents the Company's expectations as of the date of this press release (or as the date it is otherwise stated to be made) and is subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements. Prospective investors should read this entire press release and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of an investment in the Company.

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