CO2 Gro Inc. Announces Amended Terms for Its Private Placement of Unsecured Convertible Debentures

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ON / ACCESSWIRE / January 24, 2024 / Toronto based CO2 GRO Inc. ("CO2 GRO" or the "Company") (TSXV:GROW),(OTCQB:BLONF),(Frankfurt:4021) is pleased to announce that, further to its press releases on December 5, 2023 and January 8, 2024, the Company has amended the terms of its non-brokered private placement of unsecured convertible debentures. The private placement will now be structured as an offering of unsecured convertible debenture units (the "Debenture Units") at a price of $1,000 per Debenture Unit for gross proceeds of up to $2,500,000 (the "Offering"). Closing of the Offering is expected to occur in one or more tranches.

Each Debenture Unit will consist of $1,000 in principal of unsecured convertible debentures (the "Debentures") and 11,111 common share purchase warrants (the "Warrants") of the Company. Each Warrant will be exercisable to acquire one common share of the Company (a "Warrant Share") for a period of four years from the Issue Date at an exercise price of $0.105 per Warrant Share.

The Debentures will bear interest at a rate of 13.5% per annum from the date of issuance (the "Issue Date") and will have a three-year term (the "Term"). During the first year of the Term, quarterly interest payments on the Debentures will be paid in cash. In the remaining two (2) years of the Term, the Company will have the option to (i) pay further interest payments in cash or (ii) make payments-in-kind by way of issuance of common shares of the Company (the "Common Shares") at a price equal to the market price of the Common Shares at the time the accrued interest becomes payable.

At any time during the Term, each holder of a Debenture may elect to convert the outstanding principal amount, or any portion thereof, into Common Shares at a conversion price of $0.09 per share (the "Conversion Price").

The Debentures will be subject to a forced conversion provision whereby, upon delivery of such notice to holders of the Debentures, the Company is permitted to convert the principal amount of all outstanding Debentures into Common Shares at the Conversion Price in the event that the average closing price of the Common Shares listed on the TSX Venture Exchange (the "TSXV") is greater than $0.20 for twenty (20) consecutive trading days.

The Company anticipates using the net proceeds of the Offering for working capital purposes, crystallization of its sales pipeline and conversion of ongoing TAPs (Technology Adaption Projects) with clients into recurring revenue, and for hiring of additional engineering and technical staff to advance all of the above.

In connection with the Offering, the Company may pay a finder’s fee in cash or securities or a combination of both, as permitted under the policies of the TSXV.

The Debentures, the Warrants, and the underlying Common Shares, will be subject to a statutory hold period of four months and one day from the Issue Date. The Offering is subject to the acceptance of the TSXV.

The Debenture Units will be offered and sold by private placement in Canada pursuant to exemptions from the prospectus requirements under National Instrument 45-106 Prospectus Exemptions, and in certain other jurisdictions on a basis which does not require the qualification or registration of the securities issued pursuant to the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements of the 1933 Act and the application of state securities laws.

Visit www.co2gro.ca for more information on CO2 GRO Inc.

About CO2 GRO Inc.

CO2 GRO Inc. is a precision ag-tech, clean-tech company with a focus on People, the Planet and Prosperity. Our vision is to become one of the leading companies enhancing global food production from protected agriculture. By helping our customers sustainably increase yield and profitability, we could help feed up to half a billion people worldwide while reducing our customers’ ecological footprint.

About 300 million MT of fruit and vegetables are grown annually from about 5 million hectares of protected vegetable facilities globally (6 kg/m2/year of average production). A 30% yield increase using our technology could add up to 100 million MT of fruits and vegetables per year. The US Centers for Disease Control and Prevention recommends annual fruit and vegetable consumption of up to 200 kg per year per adult.

Our Target Market: The estimated 800 billion square foot global protected grower market is comprised of 700 billion square feet of fruits & vegetables (Cuesta Roble 2019 estimate), and an estimated 100 billion square feet of protected floriculture and other medicinal plants and non-food varieties.

Our Technology: CO2 Delivery Solutions™ enriches plants with CO2 by misting an aqueous CO2 solution directly onto plants grown in greenhouses and other protected grow facilities globally.

Value Proposition: Approximately 98% of protected grow facilities globally cannot add CO2 by atmospheric gassing, missing out on up to 30% increased yield potential and 100% more gross profit. CO2 GRO’s technology enables all protected growers regardless of facility or location to enrich their plants with CO2 to realize up to 30% yield increases. In addition, our technology suppresses the growth of micro-pathogens such as E.coli and powdery mildew, leading to healthier crops. Growers currently employing CO2 gassing can save up to 90% of CO2 gas used, reducing their ecological footprint and production costs.

Patent Protection: CO2 GRO’s CO2 Delivery Solutions™ technology is protected by a suite of patents and patents pending.

Business Model: Our technology is sold to growers based on the cultivation area installed at prices that provide a high return on their investment and high margins for our shareholders.

Global Expansion: CO2 GRO’s management is rapidly expanding its international marketing partner relationships into Mexico, Spain, the EU, the UK, South Africa, the Middle East, Southeast Asia and Latin America as well as in its US and Canadian base.

Environmental, Social and Governance: CO2 GRO is committed to good Environmental, Social and Governance (ESG) policies and practices. We are an equal opportunity employer of choice and opportunity.

Forward-Looking Statements and Disclaimer

This press release contains statements which constitute "forwardlooking 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. Forward looking information is often identified by the words "may," "would," "could," "should," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect" or similar expressions and include information regarding: statements regarding the future direction of the Company; the ability of the Company to successfully achieve its business and financial objectives; plans for expansion and the ability of the Company to obtain, develop and foster its business relationships; and expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning the business of the Company, future results or events based on the opinions, assumptions and estimates that management considered reasonable at the date the statements are made. Such assumptions include but are not limited to: general business and economic conditions; the Company’s ability to successfully execute its plans and intentions; successful completion of the Offering; the availability of financing on reasonable terms; the Company’s ability to attract and retain skilled staff; market competition; the products and technology offered by the Company’s competitors; and that good relationships with business partners will be maintained. Although the Company believes that the expectations reflected in such forwardlooking 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. Among the key factors that could cause actual results to differ materially from those projected in the forwardlooking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; in particular, the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in applicable laws or adverse changes in the application or enforcement of current laws; the biotechnology industry and the greenhouse growers market are highly competitive, and technical advances in the industry will impact the success of the Company, and other risks described in the Company’s filings that are available on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forwardlooking 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 forwardlooking information except as otherwise required by applicable law.

Neither the 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.

CONTACT:
Soumik Roy, Director of Marketing, Communications, and Investor Relations
ir@co2gro.ca
647.502.5006

SOURCE: CO2 Gro Inc.

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Transition Capital Partners Announces the Majority Sale of Petroflex North America

SOUTHLAKE, TX / ACCESSWIRE / January 24, 2024 / Transition Capital Partners ("TCP"), a Southlake, TX-based private equity firm, is pleased to announce the majority sale of its portfolio company, Petroflex North America ("Petroflex"). Petroflex was acquired by Arcane Capital Partners ("Arcane") on December 12, 2023. TCP acquired Petroflex in June of 2022. Plexus Capital partnered with TCP in the Petroflex acquisition. As part of the transaction, TCP and Plexus retained an equity position in Petroflex. Lincoln International served as the exclusive financial advisor to Transition Capital Partners and Petroflex.

About Petroflex:

Based in Gainsville, TX, Petroflex manufactures superior quality, continuous length HDPE (High Density Polyethylene) conduit and accessories for the Electric Utility, Renewables (Wind & Solar), Irrigation, Telecommunications and Data/Voice industries. In addition to offering a wide variety of colors and standard conduit sizes from 13mm to 6", Petroflex also provides custom configurations to meet almost any installation requirement.

Learn more at www.petroflexna.com

About Arcane Capital Partners:

Arcane Capital Partners is a privately held investment firm that specializes in investing in people and exceptional businesses operating in cutting-edge industries. Arcane seeks out opportunities in emerging markets and disruptive technologies. By providing strategic guidance and financial support, the company aims to nurture and grow these businesses, helping them reach their full potential. With a track record of successful investments and a commitment to innovation, Arcane is dedicated to shaping the future of industries and driving positive change in the market.

About Transition Capital Partners:

Transition Capital Partners ("TCP") is a Southlake, TX based private equity investment firm. Founded in 1993, TCP has successfully invested in over 50 middle market companies spanning a diverse array of industries. TCP partners with management teams to build sustainable value in businesses over the long term. With three decades of proven success, we have a long track record of collaborating with our partners to accelerate the growth of our portfolio companies.

Learn more at www.tcplp.com.

About Plexus Capital:

Plexus Capital invests across the United States in a variety of transaction types, including acquisitions, buyouts, recapitalizations, and growth capital. Since 2005, Plexus has raised seven funds and funded over $2.2B in 174 companies. Plexus has built an institutional platform with a team of 45 professionals based in Raleigh and Charlotte, NC.

Learn more at www.plexuscap.com.

Contact Information

Andy Foskey
Managing Partner
andy@tcplp.com

SOURCE: Transition Capital Partners

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State Director of Arias Agencies, Simon Arias, Celebrates 16 Years of Business

WEXFORD, PA / ACCESSWIRE / January 24, 2024 / Arias Agencies proudly marks 16 years of business excellence under the leadership of its State Director, Simon Arias. Founded in 2008, Arias Agencies, operating within the Globe Life – American Income Division, has evolved into one of American Income Life’s largest distribution centers in the United States, with a strong presence nationwide. Under Simon Arias’ leadership, Arias Agencies has expanded its reach, establishing numerous offices and virtual agents across the country. Headquartered in Pittsburgh, PA, the organization is driven by a mission to enhance communities through competitively priced insurance products that safeguard local families. It also provides a unique career opportunity for individuals dedicated to hard work and excellence.

Affiliated with American Income Life Insurance Company, a global entity safeguarding working families, Arias Agencies shares a commitment to serving the working class. American Income Life has been providing life, accident, and supplemental health products since 1951 to members of labor unions, credit unions, associations, and their families. Simon Arias, currently serving as the President and State Director at American Income Life Arias Agencies, stated, "I enjoy working for American Income Life because it aligns with our commitment to serving the working class and providing valuable insurance solutions. It’s fulfilling to contribute to financial protection and career opportunities for individuals and families across the nation."

Simon Arias highlighted three of the key contributors to the ongoing success and growth of Arias Agencies-

Career Opportunities: Arias Agencies offers a unique career opportunity for individuals who are driven, dedicated, and seeking personal growth. With a focus on mentorship and continuous personal development, the organization provides the tools and support for individuals to reach their full potential.

Community Involvement: Arias Agencies is committed to giving back to the communities it serves through various initiatives and partnerships. From volunteering at local events to hosting charity drives, Arias Agencies is dedicated to making a positive impact in the lives of others.

Insurance Products: Arias Agencies offers a range of competitively priced insurance products to protect working families and provide financial security. From life insurance to supplemental health products, the organization is focused on meeting the evolving needs of its clients.

Dedicated to continuous personal development, Simon Arias takes pride in his role as a mentor within and beyond the business domain. His achievements include setting multiple company records, such as leading the fastest agency to weekly production milestones and becoming the youngest State General Agent in company history at the age of 24. As Arias Agencies celebrates its 16th anniversary, it reaffirms its commitment to community service, financial protection, and career empowerment. The organization looks forward to a future of continued positive impact on the lives of families and communities nationwide.

About Simon Arias

Simon Arias currently holds the dual roles of President and State Director at American Income Life Arias Agencies. Concurrently, he serves as the State General Agent overseeing operations in Pennsylvania, West Virginia, Maryland, Florida, and Tennessee. Upon joining AIL, Simon swiftly ascended to a managerial position, earning financial rewards and company-wide accolades. Dedicated to continuous personal development in the realms of mental, physical, and spiritual aspects, Simon takes pride in his role as a mentor both within and beyond the business domain. His notable achievements include setting multiple company records, such as leading the fastest agency to attain weekly production milestones and becoming the youngest State General Agent in company history at the age of 24. As one of the top leading State General Agents, Simon holds the unique distinction of being the sole SGA to receive the prestigious title of State General Agent of the Year for two consecutive years in the company’s history.

About Arias Agencies

Founded in 2008 by State Director Simon Arias, Arias Agencies operates within the Globe Life – American Income Division, serving as a dynamic force headquartered in Pittsburgh, PA. Having evolved into one of American Income Life’s largest distribution centers in the United States, Arias has expanded its footprint, establishing numerous offices and virtual agents nationwide. The organization is propelled by a noble mission – to enhance communities by offering competitively priced insurance products that safeguard local families. Simultaneously, it presents a distinctive career opportunity for individuals dedicated to hard work and excellence. Affiliated with American Income Life Insurance Company, an international entity safeguarding working families across the United States, Canada, New Zealand, and through its subsidiary, National Income Life Insurance Company in New York, Arias shares a commitment to serving the working class. Since 1951, American Income Life has provided life, accident, and supplemental health products to members of labor unions, credit unions, associations, and their families. AIL representatives cultivate enduring relationships with clients, equipped to deliver benefits virtually.

CONTACT:

Email: info@ariasagencies.com
Contact: https://www.ariasagencies.com/contact-us/
Visit: https://www.ariasagencies.com

SOURCE: Arias Agencies

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Clean Air Metals Announces the Appointment of Dr. David Peck to the Board of Directors and Provides an Update on the Company’s Strategy

THUNDER BAY, ON / ACCESSWIRE / January 24, 2024 / Clean Air Metals Inc. ("Clean Air Metals" or the "Company") (TSXV:AIR)(FRA:CKU)(OTCQB:CLRMF) is pleased to announce the appointment of Dr. David Peck to its Board of Directors. Dr. Peck holds a Ph.D. in geology from Melbourne University in Australia and a M.Sc. from the University of Windsor, Canada. He is a registered Professional Geoscientist in Ontario, Manitoba and British Columbia. He is a recognized world expert in the genesis of and exploration for magmatic Platinum group and Nickel Copper Sulfide deposits. This experience has been gained over a 35-year career working around the world for major mining companies, junior explorers, government and academic institutions. These include Anglo American, Falconbridge, North American Palladium, Mustang Minerals and the Ontario Geological survey. Dr. Peck currently has his own consulting practice and serves as Vice President of Exploration and Business Development for Grid Metals Corp.

Notable successes in Dr. Peck’s career include the discovery of Ni-Cu-PGE mineralization in East Bull Lake intrusion west of Sudbury Ontario, significant expansion of the mineral resource at the Lac des Ilse mine for North American Palladium (now Impala Canada) and several other major discoveries in which he was a contributing team member. Dr. Peck was instrumental in bringing both Anglo Platinum and Impala Platinum exploration teams into Ontario. The long relationship with Impala lead to exploration joint ventures with North American Palladium and contributed to the eventual acquisition of North American Palladium by Impala.

Jim Gallagher CEO commented: "I am incredibly pleased to be able to work with Dave again. We shared several difficult, but ultimately successful years working together at North American Palladium. His knowledge of PGE, Ni, Cu deposits globally and in particular Northwestern Ontario will be invaluable to the Company. Combined with the experience of our own VP Exploration, Dr. Geoff Heggie, we have perhaps the most knowledgeable team in the industry to not only expand the resource at Thunder Bay North but generate further exploration opportunities throughout Northwestern Ontario and beyond."

Dr Peck commented: "It is a great privilege to be asked to serve on the Board of Directors for Clean Air Metals and to resume my professional association with Jim Gallagher and Dean Chambers. I see the Thunder Bay North project as a cornerstone asset upon which Clean Air Metals can build a much larger and globally attractive resource base. I look forward to contributing to the growth of the Company and its resources by providing insights gained from my career in exploration, asset evaluation and mineral development."

Strategic Review Process
Under the Strategic Review process announced in October of 2023, discussions with several parties have taken place over the last few months. Much of the interest could be described as opportunistic. The board and management did not feel that any of the interest expressed represented fair value for the Company. During this process the Company has done an extensive review of our peer group junior explorers in the PGE, Cu, Ni space throughout Ontario as potential merger or acquisition candidates and have concluded that there remains significant opportunity because of the large number of prospective intrusions and mineral occurrences in the region. Many of these assets are dormant due to a lack of cash within their holding companies and in some cases a lack of the expertise to further explore the deposits. Additionally, we strongly believe that with the diverse geological setting present in this province, there exists the potential for numerous new discoveries to be made. This realization has contributed to the evolution of the Company’s strategy as further outlined below. The Company continues to look for business opportunities and potential strategic alternatives as outlined in the October 3, 2023 press release, but it is now normal course of business and as such will no longer be reported on unless a material transaction is pending.

2024 Company Strategy
Clean Air Metals’ strategy for 2024 and beyond is based on the following:

  • We believe that the Thunder Bay North project remains a relatively low risk project that has significant upside potential when metal prices recover. Continuing to add value through down plunge exploration and additional technical work remains the first priority for the Company.
  • We believe in the potential for an increase in metal prices given the developing demands of the green energy revolution against the current backdrop of low investment in the global mining industry due to social, financial and political challenges.
  • We believe Northwestern Ontario, Canada has a significant number of prospective intrusions which host known PGE, copper and nickel mineral showings (see figure 1 below) and remains one of the best places in the world to explore for this suite of metals.
  • Clean Air Metals’ team has unique knowledge and understanding of the genesis of these deposits and has the technical capability to evaluate, permit, explore and develop them. With the expected increase in metal prices some of these dormant deposits warrant a second look. Adding Dr. Peck to the board significantly increases the Company’s capabilities in this area.
  • Clean Air Metals has a demonstrated track record in early and positive engagement with aboriginal communities in this area and have the environmental capabilities to move projects efficiently through the permitting stages.

Based on a detailed assessment of the opportunities and our Company’s strengths, the board of directors has approved an evolution of the strategy to include rigorous evaluation, and possible mergers, earn ins, acquisitions or other business relationships with other assets. The primary focus, at least initially, will be Northwestern Ontario and include existing mineral occurrences that the team feels have upside with the application of advanced theory and exploration techniques and assets that may have historical resources that have potential in a higher price scenario.

Jim Gallagher, CEO commented "The current environment of low investor interest and declining and stagnant metal prices is a negative for the mining industry. The strategy of assembling a small, manageable portfolio of assets, many of which are dormant due to financial constraints, turns this negative into an opportunity."

Figure 1, Map of northwestern Ontario centered on Thunder Bay. Nickel-Cu & PGE mines and advanced projects are labelled. Prospective mafic-ultramafic intrusions to host PGE & Ni-Cu mineralization is shown as purple circles. Known PGE & Ni-Cu mineral occurrences are shown as defined in the legend. Data from Ontario Geological Survey MRD-100, 2023 Ontario Mineral Inventory, MRD-126, MRD-308Rev and USGS Mineral Resources Data System (MRDS).

Qualified Person
Dr. Geoff Heggie, Ph.D., P.Geo., a Qualified Person under National Instrument 43-101 and Vice President – Exploration for the Company, has reviewed and approved all technical information in this press release.

Indigenous Community Social and Economic Engagement
Clean Air Metals Inc. and its wholly owned subsidiary Panoramic PGMs (Canada) Ltd. acknowledge that the Thunder Bay North Critical Minerals Project is located within the area encompassed by the Robinson-Superior Treaty of 1850, and includes the territories of the Fort William First Nation, Red Rock Indian Band, Biinjitiwabik Zaaging Anishinabek and Kiashke Zaaging Anishinaabek. Clean Air Metals also acknowledges the contributions of the Métis Nation of Ontario, Region 2 and the Red Sky Métis Independent Nation to the rich history of our area. 

The Company appreciates the opportunity to work in these territories and remains committed to the recognition and respect of those who have lived, traveled, and gathered on the lands since time immemorial. Clean Air Metals is committed to stewarding Indigenous heritage and remains committed to building, fostering and encouraging a respectful relationship with First Nations, Métis and Inuit peoples based upon principles of mutual trust, respect, reciprocity and collaboration in the spirit of reconciliation.

About Clean Air Metals Inc.
Clean Air Metals’ is an emerging Platinum Group Metals, Copper and Nickel exploration and development company whose flagship asset is the 100% owned, Thunder Bay North Critical Minerals Project, a platinum, palladium, copper, nickel project located near the City of Thunder Bay, Ontario and the Lac des Iles Mine owned by Impala Platinum. The Thunder Bay North Project hosts the Current and Escape deposits, twin magma conduits which form the basis for the new mineral resource estimate reported on May 4, 2023.

CEO Jim Gallagher leads an experienced technical team who are using an orthomagmatic mineral deposit model to guide ongoing exploration and development studies for potential mine development on the Thunder Bay North project and possible acquisition and further exploration of similar assets throughout Northwestern Ontario. Mr. Gallagher was formerly CEO of North American Palladium which operated the Lac des Ilse Palladium mine just north of the Thunder Bay North project. After a significant operational and financial turnaround, the company was sold to Impala Platinum of South Africa for approximately CAD$ 1 billion.

ON BEHALF OF THE BOARD OF DIRECTORS
"Jim Gallagher"
Jim Gallagher, Chief Executive Officer of Clean Air Metals Inc.

For further information, please contact:
Jim Gallagher, Chief Executive Officer of Clean Air Metals Inc.
Phone: 705 690 7997
Email: jgallagher@cleanairmetals.ca
Website: www.cleanairmetals.ca

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

Cautionary Note
The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation, including statements regarding the 2024 strategic process, the belief that the Thunder Bay North project remains a relatively low risk project that has significant upside potential when metal prices recover, metal price increase and the growing demand for green energy, the potential of Northwestern Ontario, Canada regarding PGE, copper and nickel minerals, the potential of the Thunder Bay North Project and the Escape and Current deposits and timing of technical studies including prefeasibility studies and updated mineral resource estimates. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Company’s prospects, properties and business detailed elsewhere in the Company’s disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances, except in accordance with applicable securities laws. Actual events or results could differ materially from the Company’s expectations or projection.

SOURCE: Clean Air Metals, Inc.

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Founders of ‘func.media’ Make the Forbes 30 Under 30 List, Leading the Next Generation of Top Digital Marketing Agencies

TORONTO, ON / ACCESSWIRE / January 24, 2024 / In a significant achievement for the digital marketing industry, the founders of func.media, Cam Wilkie, Chase Dobbie, and Everett Vane, have been named to the 2024 Forbes 30 Under 30 List in the Marketing & Advertising category. This prestigious recognition underscores their innovative approach and leadership in reshaping marketing strategies for the modern era.

The Forbes 30 Under 30 list is globally recognized for celebrating the brightest young entrepreneurs and innovators. Being included in this list is not just an honor; it’s a clear indicator of func.media’s impactful presence in the marketing world, marking its founders as influential leaders in their field.

Remarkable Growth and Client Acquisition

Founded in 2017, func.media has quickly risen to prominence in the competitive digital marketing industry. The agency has served over 300 clients to date, from startups to household names like Lamborghini, IKEA, and Procter & Gamble. This impressive client list highlights func.media’s exceptional marketing solutions, versatility in driving results across multiple industries, and ability to stand out in a crowded agency market.

Industry Accolades and Recognitions

Further solidifying their market position, func.media has recently received some notable industry accolades. The agency ranked #19 in AdWeek’s Fastest Growing Agencies list, a testament to their significant growth amongst other agencies and innovative approach. Moreover, func.media landed at #57 on The Globe & Mail’s Top Growing Companies list with 710% revenue growth. The annual list includes companies from nearly every industry and recognizes the top 425 with the highest revenue growth in the country over the past three years.

Commitment to Client Success and Service Excellence

func.media’s dedication to delivering top-notch service is reflected in their unanimous 5-star ratings across the most trusted platforms like Clutch and Upcity. The agency has a wide variety of success stories, achieving over 1 billion impressions for clients through popular digital channels like Meta, TikTok, LinkedIn, Google, and more.

Adopting a flexible approach, func.media excels in becoming an integral part of a client’s team, whether in short-term projects or long-term partnerships. Their expertise includes digital strategy and consulting, content creation, digital marketing, branding and design, website design and development, and public relations, allowing clients to access a comprehensive set of solutions.

About func.media
func.media is a full-service agency led by three Forbes 30 under 30 listers, and supported by top millennial and Gen-Z talent. The agency is known for its pulse on the latest ways to maximize return on investment through digital strategy, marketing, creative, and more. They specialize in creating innovative, result-focused strategies, while also offering a suite of resources to bring the strategy to life. Covering everything from creative production to customer acquisition, func.media stands out for its practical, hands-on approach to marketing, ensuring measurable results for their clients.

Contact:

hello@func.media
www.func.media

SOURCE: func.media

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ESSA Bancorp, Inc. Announces Fiscal First Quarter 2024 Financial Results

STROUDSBURG, PA / ACCESSWIRE / January 24, 2024 / ESSA Bancorp, Inc. (the "Company") (NASDAQ:ESSA), the holding company for ESSA Bank & Trust (the "Bank"), a $2.2 billion asset financial institution providing full service commercial and retail banking, financial, and investment services in eastern Pennsylvania, today announced financial results for the fiscal first quarter ended December 31, 2023.

Net income was $4.3 million, or $0.45 per diluted share, for the three months ended December 31, 2023, compared with $4.9 million, or $0.50 per diluted share, for the three months ended December 31, 2022.

Gary S. Olson, President and CEO, commented: "The Company delivered sound earnings and shareholder value in fiscal first quarter 2024, which reflected diligent margin management, superior asset quality and continued emphasis on efficient and productive operations. The Bank demonstrated relative consistency in consecutive quarter margins and interest spread in a stabilizing interest rate environment.

"The dramatic interest rate shift during the past year slowed loan activity, while at the same time it has led to significantly higher interest expense. Although loan growth has slowed, the quality of the commercial real estate, commercial & industrial and mortgage loans in the Bank’s portfolio is exceptionally strong, with interest rates that appropriately reflect the prevailing rate environment.

"The quality of assets was evident in continued low levels of nonperforming loans to total loans, negligible loan charge-offs, and low levels of classified loans.

"Modest and manageable long-term growth occurred in key loan categories. Residential mortgage loans grew 8% compared with a year earlier, and commercial real estate loans increased 20% year-over-year. Retail home equity loans and lines of credit were up slightly from a year ago. Commercial loan levels declined as businesses continued to operate conservatively. The health and strength of businesses in our served markets, particularly the Lehigh Valley, continues to be sound and stable.

"We will continue our focus on efficient, productive operations, earning and retaining new deposits, maintaining liquidity and capital strength, and managing margins. Solid earnings are supporting growth in value measures, including stockholders’ equity, tangible book value, and consistent quarterly cash dividends to shareholders. Moving forward, we remain on course to produce stable, high quality results."

FISCAL FIRST QUARTER 2024 HIGHLIGHTS

  • Net interest income was $14.9 million in the fiscal first quarter of 2024 compared with $15.7 million in the fiscal first quarter of 2023 and $15.5 million in the fourth quarter of 2023.
  • Total net loans at December 31, 2023, were $1.70 billion, up 1.4% from $1.68 billion at September 30, 2023.
  • Lending activity was highlighted by 4% growth in commercial real estate loans to $851.1 million at December 31, 2023, from $822.0 million at September 30, 2023. Commercial real estate and residential mortgages increased 20% and 8%, respectively, from the prior year.
  • Total yield on average interest earning assets increased to 4.89% at December 31, 2023 from 4.16% at December 31, 2022.
  • Variable rate loan repricing and loan growth in a rising rate environment, offset by an increased cost of funds, resulted in a net interest margin of 2.79% for the first fiscal quarter of 2024 compared with 3.50% for the comparable period of fiscal 2023. The margin in the fourth quarter fiscal 2023 was 2.97%.
  • Asset quality remained strong, with a ratio of nonperforming assets to total assets of 0.64% at December 31, 2023, compared to 0.63% at September 30, 2023. The allowance for credit losses to total loans was 0.90% at December 31, 2023, compared with 1.09% at September 30, 2023.
  • Total deposits were $1.59 billion at December 31, 2023, with lower-cost core deposits comprising 67.7% of total deposits. Uninsured deposits were 30.9% of total deposits at December 31, 2023, including approximately $181.2 million of fully collateralized municipal deposits.
  • The Bank maintained strong levels of on-balance sheet liquidity and has access to significant sources of additional borrowing capacity.
  • The Bank continued to demonstrate financial strength, with a Tier 1 capital ratio of 9.1% at December 31, 2023.
  • Tangible book value per share at December 31, 2023, rose significantly to $20.42 from $19.80 at September 30, 2023. Total stockholders’ equity increased to $220.7 million at December 31, 2023, from $219.7 million at September 30, 2022. The company repurchased 303,609 shares of it’s common stock during the quarter ended December 31, 2023.

Effective October 1, 2023, the Company adopted Accounting Standards Update 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", referred to as the current expected credit loss model ("CECL"). This accounting standard requires that credit losses for financial assets and off-balance sheet credit exposures be measured based on expected credit losses, rather than on incurred credit losses as in prior periods. As a result the allowance for credit losses was decreased by $2,754,000. No reserve was required for investment securities held to maturity. The Company also recorded a reserve for unfunded commitments of $2,083,000. The corresponding increase to retained earnings as a result of these reserve changes was $671,000, before taxes and $530,000, net of tax.

Fiscal First Quarter 2024 Income Statement Review

Total interest income increased to $26.1 million for the first quarter of fiscal 2024 compared with $18.6 million a year earlier, reflecting asset growth and an increase in the total yield on average interest earning assets to 4.89% from 4.16%.

Interest expense was $11.2 million for the first quarter of 2024, compared with $3.0 million for the same period in 2022, reflecting growth in interest-bearing liabilities and increased interest rates on deposits and short-term borrowings. The Company’s cost of interest-bearing liabilities was 2.59% in the fiscal 2024 first quarter compared with 0.86% for the same quarter in fiscal 2023.

The provision for credit losses decreased $547,000 for the first quarter of fiscal 2024 compared to fiscal 2023. The decrease was primarily driven by a decrease in expected losses in the credit portfolio. The Company adopted Accounting Standards Update 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", referred to as the current expected credit loss model ("CECL").

Net interest income in the first quarter of 2024 was $14.9 million, compared with $15.7 million for the first quarter of 2023.

The net interest margin for the first quarter of 2024 was 2.79% compared with 3.50% for the comparable period of fiscal 2023. For the three months ended December 31, 2023, the Company’s return on average assets and return on average equity were 0.77% and 7.84%, compared with 1.02% and 8.90%, respectively, for the comparable period of fiscal 2023.

Noninterest income was $2.0 million for the first quarter of 2024, compared with $1.9 million a year earlier. The three months of 2024 reflected a gain on sale of mortgage loans. Service fees on deposit accounts declined in the 2024 period compared to the comparable period in 2023.

Noninterest expense for the first quarter of 2024 was $11.9 million compared to $11.4 million for the comparable quarter in 2023. The increase was due primarily to increases in data processing, Federal Deposit Insurance Corporation (FDIC) charges, foreclosed real estate charges and occupancy and equipment, partially offset by declines in professional fees and advertising.

Balance Sheet, Asset Quality and Capital Adequacy Review

Total assets were $2.2 billion at December 31, 2023, compared with $2.3 billion at September 30, 2023. The decrease of $67.8 million, or 3.0%, primarily reflects the growth in total net loans outstanding which was more than offset by decreases in investments securities available for sale, and total cash and cash equivalents.

Total net loans were $1.70 billion at December 31, 2023, up from $1.68 billion at September 30, 2023. Residential real estate loans were $712.0 million at December 31, 2023, compared with $713.3 million at September 30, 2023. Commercial real estate loans increased to $851.1 million at December 31, 2023, compared with $822.0 million at September 30, 2023. Commercial loans (primarily commercial and industrial) were $40.4 million compared with $48.1 million at September 30, 2023. Loans to states and political subdivisions were $49.5 million at December 31, 2023, compared to $48.1 million at September 30, 2023.

Nonperforming assets were $14.2 million, or 0.64% of total assets at December 31, 2023, compared to $14.4 million or 0.63% at September 30, 2023. The allowance for credit losses to total loans was 0.90% at September 30, 2023, compared to 1.09% at September 30, 2023. The decrease was primarily due to the adoption of CECL. Foreclosed real estate was $3.2 million from $3.3 million at September 30, 2023, with the total primarily reflecting one commercial property the Company is actively marketing.

Total deposits were $1.59 billion at December 31, 2023, compared with $1.66 billion at September 30, 2023. Core deposits (interest and noninterest bearing demand and money market accounts) were $1.08 billion, or 68% of total deposits, at December 31, 2023, compared to $1.16 billion, or 70% of total deposits at September 30, 2023. Core deposits as a percent of total deposits showed signs of stabilizing after declining during the past year.

Noninterest bearing demand accounts at December 31, 2023, were $264.6 million, down 6% from September 30, 2023. Interest bearing demand accounts declined 17% to $288.5 million and money market accounts were stable at $367.5 million at December 31, 2023 from totals at September 30, 2023. Certificates of deposit increased $9.4 million or by 1.9% to $513.4 million at December 31, 2023, compared to September 30, 2023. Offsetting the overall certificates of deposit increase is a decrease of $18.8 million in brokered certificates of deposit. Total borrowings decreased to $371.5 million at December 31, 2023, from $374.7 million at September 30, 2023.

The Bank maintained a strong capital position with a Tier 1 capital ratio of 9.1% at December 31, 2023, exceeding regulatory standards for a well-capitalized institution. Total stockholders’ equity increased $1.0 million to $220.7 million at December 31, 2023, from $219.7 million at September 30, 2022, primarily reflecting net income growth and other comprehensive loss, offset in part by dividends paid to shareholders and the repurchase of 303,609 shares during the fiscal first quarter of 2024. Tangible book value per share at December 31, 2023, was $20.42 compared to $19.80 at September 30, 2022.

About the Company: ESSA Bancorp, Inc. is the holding company for its wholly owned subsidiary, ESSA Bank & Trust, which was formed in 1916. The Company has total assets of $2.2 billion and has 21 community offices throughout the Lehigh Valley, Greater Pocono, Scranton/Wilkes-Barre, and suburban Philadelphia areas. ESSA Bank & Trust offers a full range of commercial and retail financial services, asset management and trust services, investment services through Ameriprise Financial Institutions Group and insurance benefit services through ESSA Advisory Services, LLC. ESSA Bancorp Inc. stock trades on the NASDAQ Global Market (SM) under the symbol "ESSA."

Forward-Looking Statements

Certain statements contained herein are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as "may," "will," "believe," "expect," "estimate," "anticipate," "continue," or similar terms or variations on those terms, or the negative of those terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including compliance costs and capital requirements, changes in prevailing interest rates, the recent turmoil in the banking industry , credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity, and the Risk Factors disclosed in our annual, quarterly and current reports.

The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

ESSA BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(UNAUDITED)

December 31, September 30,
2023 2023
(dollars in thousands)
ASSETS
Cash and due from banks
$ 32,682 $ 39,008
Interest-bearing deposits with other institutions
14,498 46,394
Total cash and cash equivalents
47,180 85,402
Investment securities available for sale, at fair value
288,768 334,056
Investment securities held to maturity, at amortized cost
(net of allowance for credit losses of $0)
51,012 52,242
Loans, held for sale
250
Loans receivable (net of allowance for credit losses
of $15,430 and $18,525)
1,704,728 1,680,525
Regulatory stock, at cost
18,759 17,890
Premises and equipment, net
11,936 12,913
Bank-owned life insurance
39,238 39,026
Foreclosed real estate
3,195 3,311
Intangible assets, net
44 91
Goodwill
13,801 13,801
Deferred income taxes
5,857 6,877
Derivative and hedging assets
13,401 19,662
Other assets
27,519 27,200
TOTAL ASSETS
$ 2,225,438 $ 2,293,246
LIABILITIES
Deposits
$ 1,590,218 $ 1,661,016
Short-term borrowings
361,500 374,652
Other borrowings
10,000
Advances by borrowers for taxes and insurance
10,077 6,550
Derivative and hedging liabilities
8,413 9,579
Other liabilities
24,506 21,741
TOTAL LIABILITIES
2,004,714 2,073,538
STOCKHOLDERS’ EQUITY
Common stock
181 181
Additional paid-in capital
182,528 182,681
Unallocated common stock held by the
Employee Stock Ownership Plan ("ESOP")
(5,896 ) (6,009 )
Retained earnings
155,247 151,856
Treasury stock, at cost
(104,050 ) (99,508 )
Accumulated other comprehensive loss
(7,286 ) (9,493 )
TOTAL STOCKHOLDERS’ EQUITY
220,724 219,708
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 2,225,438 $ 2,293,246

ESSA BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

Three Months Ended December 31,
2023 2022
(dollars in thousands, except per share data)
INTEREST INCOME
Loans receivable, including fees
$ 21,414 $ 16,085
Investment securities:
Taxable
3,887 2,091
Exempt from federal income tax
11 11
Other investment income
778 432
Total interest income
26,090 18,619
INTEREST EXPENSE
Deposits
8,462 2,001
Short-term borrowings
2,656 958
Other borrowings
108
Total interest expense
11,226 2,959
NET INTEREST INCOME
14,864 15,660
Provision for credit losses
(397 ) 150
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES
15,261 15,510
NONINTEREST INCOME
Service fees on deposit accounts
696 799
Services charges and fees on loans
330 367
Loan swap fees
2
Unrealized (loss) gains on equity securities
(3 ) 2
Trust and investment fees
393 402
Gain on sale of loans, net
118
Earnings on bank-owned life insurance
212 191
Insurance commissions
128 146
Other
87 6
Total noninterest income
1,961 1,915
NONINTEREST EXPENSE
Compensation and employee benefits
6,746 6,740
Occupancy and equipment
1,229 1,046
Professional fees
1,025 1,243
Data processing
1,342 1,179
Advertising
136 186
Federal Deposit Insurance Corporation ("FDIC")
premiums
380 188
Foreclosed real estate
101
Amortization of intangible assets
47 47
Other
851 805
Total noninterest expense
11,857 11,434
Income before income taxes
5,365 5,991
Income taxes
1,028 1,125
NET INCOME
$ 4,337 $ 4,866
Earnings per share:
Basic
$ 0.45 $ 0.50
Diluted
$ 0.45 $ 0.50
Dividends per share
$ 0.15 $ 0.15
For the Three Months
Ended December 31,
2023 2022
(dollars in thousands, except per share data)
CONSOLIDATED AVERAGE BALANCES:
Total assets
$ 2,236,612 $ 1,892,146
Total interest-earning assets
2,121,498 1,776,582
Total interest-bearing liabilities
1,721,309 1,368,672
Total stockholders’ equity
219,624 215,146
PER COMMON SHARE DATA:
Average shares outstanding – basic
9,614,550 9,696,856
Average shares outstanding – diluted
9,616,316 9,705,673
Book value shares
10,131,521 10,401,870
Net interest rate spread:
2.30 % 3.30 %
Net interest margin:
2.79 % 3.50 %

Contact:

Gary S. Olson, President & CEO
Corporate Office: 200 Palmer Street
Stroudsburg, Pennsylvania 18360
Telephone: (570) 421-0531

SOURCE: ESSA Bancorp, Inc.

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