Month: December 2022

DLH Holdings (DLHC) – Turbocharging Growth

Posted on by cpereira@noblefcm.com


Friday, December 09, 2022

DLH delivers improved health and readiness solutions for federal programs through research, development, and innovative care processes. The Company’s experts in public health, performance evaluation, and health operations solve the complex problems faced by civilian and military customers alike, leveraging digital transformation, artificial intelligence, advanced analytics, cloud-based applications, telehealth systems, and more. With over 2,300 employees dedicated to the idea that “Your Mission is Our Passion,” DLH brings a unique combination of government sector experience, proven methodology, and unwavering commitment to public health to improve the lives of millions. For more information, visit www.DLHcorp.com.

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Acquisition. Last night, DLH announced the acquisition of privately-held Grove Resource Solutions (GRSi). The acquisition broadens DLH’s digital transformation and IT modernization solutions, paving the way for new growth opportunities, in our view. GRSi provides a broad array of cloud-based enterprise modernization and cyber security solutions to numerous civilian and military federal agencies.

Details. Cost is $185 million, broken out to $178 million of cash and $7 million of DLH equity. Net cost after transaction-related tax benefits is $157.9 million. GRSi is expect to add $140 million of revenue and $18.5 million of EBITDA in year one and is expected to be accretive in fiscal 2024. The purchase price is approximately 10x 2023 projected EBITDA, or 8.5x after including tax benefits. The acquisition is being financed through an expansion of DLH’s credit facility.


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Microglia, the “Janitors” of the Brain Show Promise Treating Neurodegenerative Disorders

Posted on by phoffman@channelchek.com
Image Credit: NIH (Flickr)

Harnessing the Brain’s Immune Cells to Stave off Alzheimer’s and Other Neurodegenerative Diseases

Many neurodegenerative diseases, or conditions that result from the loss of function or death of brain cells, remain largely untreatable. Most available treatments target just one of the multiple processes that can lead to neurodegeneration, which may not be effective in completely addressing disease symptoms or progress, if at all.

But what if researchers harnessed the brain’s inherent capabilities to cleanse and heal itself? My colleagues and I in the Lukens Lab at the University of Virginia believe that the brain’s own immune system may hold the key to neurodegenerative disease treatment. In our research, we found a protein that could possibly be leveraged to help the brain’s immune cells, or microglia, stave off Alzheimer’s disease.

This article was republished with permission from The Conversation, a news site dedicated to sharing ideas from academic experts. It represents the research-based findings and thoughts of, Kristine Zengeler, Ph.D. Candidate in Neuroscience, University of Virginia.

Challenges in Treating Neurodegeneration

No available treatments for neurodegenerative diseases stop ongoing neurodegeneration while also helping affected areas in the body heal and recuperate.

In terms of failed treatments, Alzheimer’s disease is perhaps the most infamous of neurodegenerative diseases. Affecting more than 1 in 9 U.S. adults 65 and older, Alzheimer’s results from brain atrophy with the death of neurons and loss of the connections between them. These casualties contribute to memory and cognitive decline. Billions of dollars have been funneled into researching treatments for Alzheimer’s, but nearly every drug tested to date has failed in clinical trials.

Another common neurodegenerative disease in need of improved treatment options is multiple sclerosis. This autoimmune condition is caused by immune cells attacking the protective cover on neurons, known as myelin. Degrading myelin leads to communication difficulties between neurons and their connections with the rest of the body. Current treatments suppress the immune system and can have potentially debilitating side effects. Many of these treatment options fail to address the toxic effects of the myelin debris that accumulate in the nervous system, which can kill cells.

A New Frontier in Treating Neurodegeneration

Microglia are immune cells masquerading as brain cells. In mice, microglia originate in the yolk sac of an embryo and then infiltrate the brain early in development. The origins and migration of microglia in people are still under study.

Microglia play important roles in healthy brain function. Like other immune cells, microglia respond rapidly to pathogens and damage. They help to clear injuries and mend afflicted tissue, and can also take an active role in fighting pathogens. Microglia can also regulate brain inflammation, a normal part of the immune response that can cause swelling and damage if left unchecked.

Microglia also support the health of other brain cells. For instance, they can release molecules that promote resilience, such as the protein BDNF, which is known to be beneficial for neuron survival and function.

But the keystone feature of microglia are their astounding janitorial skills. Of all brain cell types, microglia possess an exquisite ability to clean up gunk in the brain, including the damaged myelin in multiple sclerosis, pieces of dead cells and amyloid beta, a toxic protein that is a hallmark of Alzheimer’s. They accomplish this by consuming and breaking down debris in their environment, effectively eating up the garbage surrounding them and their neighboring cells.

Given the many essential roles microglia serve to maintain brain function, these cells may possess the capacity to address multiple arms of neurodegeneration-related dysfunction. Moreover, as lifelong residents of the brain, microglia are already educated in the best practices of brain protection. These factors put microglia in the perfect position for researchers to leverage their inherent abilities to protect against neurodegeneration.

New data in both animal models and human patients points to a previously underappreciated role microglia also play in the development of neurodegenerative disease. Many genetic risk factors for diseases like Alzheimer’s and multiple sclerosis are strongly linked to abnormal microglia function. These findings support an accumulating number of animal studies suggesting that disruptions to microglial function may contribute to neurologic disease onset and severity.

This raises the next logical question: How can researchers harness microglia to protect the nervous system against neurodegeneration?

Engaging the Magic of Microglia

In our lab’s recent study, we keyed in on a crucial protein called SYK that microglia use to manipulate their response to neurodegeneration.

Our collaborators found that microglia dial up the activity of SYK when they encounter debris in their environment, such as amyloid beta in Alzheimer’s or myelin debris in multiple sclerosis. When we inhibited SYK function in microglia, we found that twice as much amyloid beta accumulated in Alzheimer’s mouse models and six times as much myelin debris in multiple sclerosis mouse models.

Blocking SYK function in the microglia of Alzheimer’s mouse models also worsened neuronal health, indicated by increasing levels of toxic neuronal proteins and a surge in the number of dying neurons. This correlated with hastened cognitive decline, as the mice failed to learn a spatial memory test. Similarly, impairing SYK in multiple sclerosis mouse models exacerbated motor dysfunction and hindered myelin repair. These findings indicate that microglia use SYK to protect the brain from neurodegeneration.

But how does SYK protect the nervous system against damage and degeneration? We found that microglia use SYK to migrate toward debris in the brain. It also helps microglia remove and destroy this debris by stimulating other proteins involved in cleanup processes. These jobs support the idea that SYK helps microglia protect the brain by charging them to remove toxic materials.

Finally, we wanted to figure out if we could leverage SYK to create “super microglia” that could help clean up debris before it makes neurodegeneration worse. When we gave mice a drug that boosted SYK function, we found that Alzheimer’s mouse models had lower levels of plaque accumulation in their brains one week after receiving the drug. This finding points to the potential of increasing microglia activity to treat Alzheimer’s disease.

The Horizon of Microglia Treatments

Future studies will be necessary to see whether creating a super microglia cleanup crew to treat neurodegenerative diseases is beneficial in people. But our results suggest that microglia already play a key role in preventing neurodegenerative diseases by helping to remove toxic waste in the nervous system and promoting the healing of damaged areas.

It’s possible to have too much of a good thing, though. Excessive inflammation driven by microglia could make neurologic disease worse. We believe that equipping microglia with the proper instructions to carry out their beneficial functions without causing further damage could one day help treat and prevent neurodegenerative disease.

Vanguard Drops Net Zero Pledge – Will Others Follow?

Posted on by phoffman@channelchek.com
Image Credit: Jim Surkamp (Flickr)

Will Asset Managers Start Stepping Back from ESG Pledges?

The Net Zero Asset Managers (NAZM) initiative is an international group of 291 asset managers with 66 trillion in combined AUM. They all signed that they are committed to supporting the goal of net zero greenhouse gas emissions by 2050 or sooner. This week the number of asset managers was reduced by one as Vanguard, with $8.1 trillion AUM left the agreement. Vanguard said it made the decision in an effort to better speak for itself on its views and to be certain to balance client’s needs and returns along with climate impact in its funds’ investments.

“Industry initiatives like NZAM can advance constructive dialogue, but they can also create confusion about the views of individual firms. We want to provide greater clarity that Vanguard speaks freely on important matters such as climate risk. After a considerable period of review, we have decided to withdraw from the NZAM in order to provide clarity on what our investors want about the role of index funds and how we think about material risks, including climate-related risk,” said Alyssa Thornton, a spokesperson for Vanguard.

Firms that have signed the NAZM agreement are coming under a lot of pressure from states, pension funds, and others to defend how this is measurably best for the assets left in the care of the manager.

Vanguard, the world’s top mutual fund manager, official statement read, “We have decided to withdraw from NZAM so that we can provide the clarity our investors desire about the role of index funds and about how we think about material risks, including climate-related risks—and to make clear that Vanguard speaks independently on matters of importance to our investors.” Again, the themes are to not be beholden to outside control over its decisions and the company developing its own measurements of material risks from world energy-related moves.

Vanguard, said the change “will not affect our commitment to helping our investors navigate the risks that climate change can pose to their long-term returns.”

Is This Going to Be a Trend?

There is a movement growing with large clients asking investment firms to explain how their energy-investment-related decision is in line with their fiduciary role. Roughly a week ago, Consumers’ Research and 13 state attorneys general asked the Federal Energy Regulatory Commission to review Vanguard’s request to own energy company stocks. “Americans are paying sky-high electricity rates and companies like Vanguard are making the problem worse,” Will Hild, executive director of Consumers’ Research, wrote in an op-ed for the Wall Street Journal.

Another issue Hild has with Vanguard is its meddling with strategic decisions and corporate governance at energy firms. Hild wrote, “With more than $7 trillion in assets under management, the Pennsylvania-based investment firm has publicly committed to pressuring utilities to lower their emissions.” Hild then accused, “Vanguard appears to be not only putting America’s critical infrastructure at risk but violating its agreement only to control utility company shares passively. To protect U.S. consumers and safeguard national security, FERC should investigate the company’s conduct.”

Vanguard isn’t the only firm of the 291 that are being questioned by their largest customers.

Today North Carolina State Treasurer Dale Folwell sent a letter to BlackRock’s board of directors calling for Fink to step aside because the CEO’s “pursuit of a political agenda has gotten in the way of BlackRock’s same fiduciary duty” to its investors. “A focus on ESG is not a focus on returns and could potentially force us to violate our fiduciary duty,” Folwell wrote. North Carolina has approximately $14 billion with Blackrock, and $111 billion under management.

But the fiduciary knife can be cut both ways. Those that are more concerned with any impact that continued fossil-fuel use would have on climate and economies stand behind the argument that it is not in anyone’s best interest not to follow a net zero 2050 goal. “It is unfortunate that political pressure is impacting this crucial economic imperative and attempting to block companies from effectively managing risks — a crucial part of their fiduciary duty,” said Kirsten Snow Spalding, a vice president at sustainability nonprofit Ceres and a NZAM founding partner.

Meanwhile in order to be able to best decipher how to view concepts like net zero investing, the Texas Senate Committee on State Affairs will hold a hearing on December 15 to discuss the impacts of environmental social governance (ESG) policies on state pensions. The panel has asked Vanguard, BlackRock, StateStreet and ISS to appear and answer questions about their ESG practices. Texas previously asked the four firms to turn over documents in August. The Lone Star state had subpoenaed BlackRock to provide additional documents in person after the firm failed to comply with certain aspects of the initial request.

Take Away

All trends, whether investment related or not go through a vetting period, followed by a continued push and pull to seek balance. Firms that have signed on to NAZM can do their own analysis and develop their own plans that best serve their customers. The NZAM may only get in the way. Yet, they don’t have to back-off of caring about and keeping in mind environmental principles, they can just better tailor them to those they are contracted to invest for. An outside global organization is less likely to understand how to be a fiduciary for a Vanguard fund that may be used in the Louisiana state pension system. And with more investment firms acting independently, more and better opportunities will grow from the competition.

ESG, which is in a related family, will also develop and evolve over time. Down the road, investors, analysts, and organizations providing ESG scoring can get revised measures on impact and adjust scoring based on effectiveness.

Paul Hoffman

Managing Editor, Channelchek

Sources

NetZeroAssetMgars (NZAM)

VanguardLeavesNZAM

VanguardPullsOut

VanguardAntiWoke

Release – Alliance Resource Partners, L.P. Announces CFO Transition

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on ARLP

Company Release – 12/8/2022 4:05 PM ET

TULSA, Okla.–(BUSINESS WIRE)– Alliance Resource Partners, L.P. (NASDAQ: ARLP) (“Alliance” or the “Partnership”) announced today that the Board of Directors of its general partner, Alliance Resource Management GP, LLC, has appointed Cary P. Marshall as Senior Vice President and Chief Financial Officer effective April 1, 2023. The appointment follows the Partnership’s previously announced retirement and succession plan for Brian L. Cantrell, current Chief Financial Officer. Mr. Cantrell will remain with Alliance through March 31, 2023, to facilitate an orderly transition.

“We extend our thanks and appreciation to Brian for his leadership, service, and contributions to Alliance over the past 19 years,” said Joseph W. Craft III, Chairman, President and Chief Executive Officer. “Brian played a critical role in the Partnership’s growth and financial strength during his tenure, and we wish him and his family all the best in his retirement.”

“As we transition Brian’s duties and responsibilities, we are fortunate to have a talented, proven, and capable leader like Cary fully-ready to step-in,” added Mr. Craft. “We are confident that Cary’s extensive knowledge of the business coupled with more than three decades of related experience will allow us to maintain our financial discipline and principles while advancing the performance and practices of the organization.”

Mr. Marshall has served as Alliance’s Vice President, Corporate Finance and Treasurer since May 2003. Mr. Marshall joined Alliance’s predecessor entity, MAPCO Inc., in 1989 and has since held multiple positions across corporate finance and marketing. Mr. Marshall is an alumnus of Southern Methodist University, where he received a Bachelor of Business Administration degree and a Master of Business Administration degree.

About Alliance Resource Partners, L.P.

ARLP is a diversified energy company that is currently the second largest coal producer in the eastern United States. ARLP also generates operating and royalty income from mineral interests it owns in strategic coal and oil & gas producing regions in the United States. In addition, ARLP is positioning itself as an energy provider for the future by leveraging its core technology and operating competencies to make strategic investments in the fast-growing energy and infrastructure transition.

News, unit prices and additional information about ARLP, including filings with the Securities and Exchange Commission (“SEC”), are available at www.arlp.com. For more information, contact the investor relations department of ARLP at (918) 295-7674 or via e-mail at investorrelations@arlp.com.

Cary Marshall
Alliance Resource Partners, L.P.
(918) 295-7600

Source: Alliance Resource Partners, L.P.

Release – Baudax Bio Initiates Phase II Clinical Trial Evaluating BX1000 in Patients Undergoing Surgery

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on BXRX

December 08, 2022 8:00am EST

MALVERN, Pa., Dec. 08, 2022 (GLOBE NEWSWIRE) — Baudax Bio, Inc. (NASDAQ:BXRX) a pharmaceutical company focused on innovative products for hospital and related settings, today announced the initiation of a clinical study evaluating the safety, tolerability profile, and intubation conditions of BX1000 for neuromuscular blockade (NMB) in patients undergoing elective surgery.

This randomized, double-blind clinical trial will study BX1000 in approximately 80 adult patients, 18-65 years of age, who undergo elective surgery utilizing total intravenous anesthesia (TIVA) in an outpatient setting. Patients will undergo elective surgery with an intravenous (IV) line for anesthesia and study drug administration. Once anesthetized, neuromuscular monitoring will be initiated via electromyography (EMG), and approximately 3-5 minutes after induction of anesthesia, the randomized NMB treatment will be administered as an IV bolus. Intubation conditions will be assessed at 60 seconds after administration of the NMB dose and will be reassessed at 90 and 120 seconds if needed, with tracheal intubation performed when clinically acceptable conditions are identified. These “intubating conditions” represent the endpoint for NDA approval for NMB agents. Following successful tracheal intubation, patients will proceed to undergo their elective surgical procedures according to the standard practice of the investigator or surgical unit. Patients will be monitored post-surgery in the anesthesia recovery area and will be transferred to the inpatient facility where they will remain for at least 8 hours following NMB administration, to be discharged at the discretion of the investigator. There will be an in-person follow-up visit and several telephonic safety follow ups as well.

“The initiation of this Phase II clinical study in patients undergoing elective surgery is an important step for the overall NMB program, and we look forward to data on BX1000’s safety, tolerability, and neuromuscular blocking profile,” said Gerri Henwood, Baudax Bio’s President and Chief Executive Officer. “We believe that BX1000, in combination with BX3000 (reversal agent), may permit precise control of the time patients are under neuromuscular paralysis. This could be significantly impactful for patients, surgeons, and anesthesiologists by enhancing safety, and possibly saving time and reducing costs related to delayed recovery from neuromuscular paralysis following surgical procedures. To date, no serious adverse events have been reported in the first group of patients enrolled and efficacy parameters have been recorded. We look forward to announcing the completion of the pre-planned first interim analysis of the BX1000 Phase 2 surgery trial early in 2023, with a target of completing full study enrollment by the end of March, 2023.”

About Baudax Bio’s Neuromuscular Blocking Agents (NMBs)

Baudax Bio holds exclusive global rights to two novel NMBs, BX1000, an intermediate duration, clinical stage agent, and BX2000, an ultra-short duration, clinical stage agent, as well as a proprietary chemical reversal agent, BX3000, undergoing nonclinical studies intended to support an IND filing in 2023. BX3000 is a specific reversal agent that rapidly reverses BX1000 and BX2000. All three agents are licensed from Cornell University. Used together, we believe these agents allow for a very rapid induction of neuromuscular blockade for surgical settings, followed by a rapid reversal of the neuromuscular blockade. These novel agents have the potential to meaningfully reduce procedure recovery time in operating rooms or post-acute care settings, resulting in valuable cost savings to hospitals and ambulatory surgical centers.

About Baudax Bio

Baudax Bio is a pharmaceutical company focused on innovative products for hospital and related settings. The Company has a pipeline of innovative pharmaceutical assets including two clinical-stage, novel neuromuscular blocking (NMBs) agents, one in a Phase II study and an additional unique NMB in a dose escalation Phase I study, as well as a proprietary chemical reversal agent specific to these NMBs. Baudax Bio has received approval for and marketed ANJESO®, the first and only 24-hour, intravenous (IV) COX-2 preferential non-opioid, non-steroidal anti-inflammatory (NSAID) for the management of moderate to severe pain. For more information, please visit www.baudaxbio.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements reflect Baudax Bio’s expectations about its future performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate,” “believe,” “estimate,” “may,” “upcoming,” “plan,” “target,” “goal,” “intend” and “expect” and similar expressions, as they relate to Baudax Bio or its management, are intended to identify such forward-looking statements. Forward-looking statements may include, without limitation, statements regarding the use of net proceeds from the offering. These forward-looking statements are based on information available to Baudax Bio as of the date of publication on this internet site, including Baudax Bio’s ability to realize any anticipated benefits from the reverse stock split, including maintaining its listing on the Nasdaq Capital Market and attracting new investors. These risks and uncertainties include, among other things, risks related to market, economic and other conditions, the ongoing economic and social consequences of the COVID-19 pandemic, Baudax Bio’s ability to advance its current product candidate pipeline through pre-clinical studies and clinical trials, Baudax Bio’s ability to raise future financing for continued development of its product candidates such as BX1000, BX2000 and BX3000, Baudax Bio’s ability to pay its debt and satisfy conditions necessary to access future tranches of debt, Baudax Bio’s ability to comply with the financial and other covenants under its credit facility, Baudax Bio’s ability to manage costs and execute on its operational and budget plans, Baudax Bio’s ability to achieve its financial goals; Baudax Bio’s ability to comply with all listing requirements of the Nasdaq Capital Market; and Baudax Bio’s ability to obtain, maintain and successfully enforce adequate patent and other intellectual property protection. These forward-looking statements should be considered together with the risks and uncertainties that may affect Baudax Bio’s business and future results included in Baudax Bio’s filings with the Securities and Exchange Commission at www.sec.gov. These forward-looking statements are based on information currently available to Baudax Bio, and Baudax Bio assumes no obligation to update any forward-looking statements except as required by applicable law.

CONTACT:

Investor Relations Contact:

Argot Partners
Sam Martin / Kaela Ilami
(212) 600-1902
baudaxbio@argotpartners.com

Media Contact:

Argot Partners
David Rosen
(212) 600-1902
david.rosen@argotpartners.com

Source: Baudax Bio, Inc.

Released December 8, 2022

Release – Digerati Technologies Provides Update on its Plan to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc.

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on DTGI

SAN ANTONIO, TX (GlobeNewswire) – December 8, 2022 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, is pleased to provide an update to its previously announced signing of a definitive business combination agreement with Minority Equality Opportunities Acquisition Inc. (NASDAQ: MEOA) (“MEOA”).

The Company and MEOA have made significant progress since the business combination agreement was executed on August 30, 2022. Key accomplishments include:

  • MEOA’s filing of the S-4 registration statement for the business combination on November 30, 2022.
  • Filing by MEOA of its Charter Amendment approved by the shareholders of MEOA on November 29, 2022.

The transaction results in a $105 million enterprise valuation for Digerati and has been approved by the boards of directors of both of Digerati and MEOA, with an expected closing in the first quarter of CY 2023, subject to shareholder, U.S. Securities and Exchange Commission (“SEC”) and Nasdaq approval. The S-4 registration statement for the business combination is currently under review by the SEC. For further information on the transaction and related filings, please visit the links below.

Minority Equality Opportunities Acquisition Inc. (MEOA) S-4:

Minority Equality Opportunities Acquisition Inc. (MEOA) 8K (Related to the Charter Amendment):

About Digerati Technologies, Inc.

Digerati Technologies, Inc. (OTCQB: DTGI) is a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the business market. Through its operating subsidiaries NextLevel Internet (NextLevelinternet.com) T3 Communications (T3com.com), Nexogy (Nexogy.com), and SkyNet Telecom (Skynettelecom.net), the Company is meeting the global needs of small businesses seeking simple, flexible, reliable, and cost-effective communication and network solutions including, cloud PBX, cloud telephony, cloud WAN, cloud call center, cloud mobile, and the delivery of digital oxygen on its broadband network. The Company has developed a robust integration platform to fuel mergers and acquisitions in a highly fragmented market as it delivers business solutions on its carrier-grade network and Only in the Cloud™. 

About Minority Equality Opportunities Acquisition Inc.

Minority Equality Opportunities Acquisition Inc. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, organized under the laws of the Delaware and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with companies that are minority owned, led or founded.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Important Information and Where to Find It

This press release is being made in respect of the proposed business combination transaction involving MEOA and Digerati. As mentioned above, the parties have filed a registration statement on Form S-4 with the SEC, which includes a proxy statement for MEOA and Digerati shareholders and also serves as a prospectus related to offers and sales of the securities of the combined entity. MEOA will also file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to the stockholders of MEOA and Digerati, seeking required stockholder approval. Before making any voting or investment decision, investors and security holders of MEOA and Digerati are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

In addition, the documents filed with the SEC may be obtained from MEOA’s website at https://www.meoaus.com.

Participants in the Solicitation

MEOA, Digerati and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders, in favor of the approval of the merger. Information regarding MEOA’s and Digerati’s directors and executive officers and other persons who may be deemed participants in the solicitation may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described above.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

These forward-looking statements include, but are not limited to, statements regarding the terms and conditions of the proposed business combination and related transactions disclosed herein, the timing of the consummation of such transactions, assumptions regarding shareholder redemptions and the anticipated benefits and financial position of the parties resulting therefrom. These statements are based on various assumptions and/or on the current expectations of MEOA or Digerati’s management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of MEOA and/or Digerati. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the amount of redemption requests made by MEOA’s public shareholders; NASDAQ’s approval of MEOA’s initial listing application; changes in the assumptions underlying Digerati’s expectations regarding its future business; the effects of competition on Digerati’s future business; and the outcome of judicial proceedings to which Digerati is, or may become a party.

If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Digerati and MEOA presently do not know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this press release. Digerati and MEOA anticipate that subsequent events and developments will cause these assessments to change. However, while Digerati and/or MEOA may elect to update these forward-looking statements at some point in the future, each of Digerati and MEOA specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing Digerati’s or MEOA (or their respective affiliates’) assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Facebook: Digerati Technologies, Inc.
Twitter: @DIGERATI_IR
LinkedIn: Digerati Technologies, Inc.

Investors

ClearThink
Brian Loper
bloper@clearthink.capital
(347) 413-4234

Release – GameSquare Esports Inc. and Engine Gaming & Media, Inc. Enter Definitive Arrangement Agreement

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on GAME

12/08/2022

Combination creates end to end digital media and technology platform connecting global brands with gaming and youth culture audiences

GameSquare Esports shareholders are expected to own approximately 60% of combined company, and Engine Gaming shareholders are expected to own approximately 40% of the combined company which will trade on the NASDAQ and TSX Venture Exchange under the ticker symbol GAME

TORONTO, ON and NEW YORK, NY / ACCESSWIRE / December 8, 2022 / GameSquare Esports Inc. (CSE:GSQ);(OTCQB:GMSQF);(FRA:29Q1) (“GameSquare”), a vertically integrated, international digital media and entertainment company focused on gaming and esports, and Engine Gaming and Media, Inc. (“Engine Gaming” or “Engine”) (NASDAQ:GAME);(TSXV:GAME), a data-driven, gaming, media and influencer marketing platform company, today announced that they have entered into a definitive arrangement agreement (the “Arrangement”) dated December 7, 2022to combine their businesses via an all share deal, whereby each common share of GameSquare (a “Gamesquare Share”) will be exchanged for 0.08262 Engine Gaming common shares (the “Engine Gaming Shares”).

Following the all-share transaction, former GameSquare Esports shareholders are expected to own approximately 60% of the combined entity, and current Engine Gaming shareholders are expected to own approximately 40% of the combined entity on a fully diluted basis, and it is intended that the Engine Gaming Shares will continue to trade on the Nasdaq Stock Market (the “Nasdaq”) and TSX Venture Exchange (the “TSXV”) under the symbol “GAME.” The combined entity will retain the “GameSquare” brand globally.

Justin Kenna is expected to lead the combined company as CEO and Lou Schwartz is expected to oversee the combined company’s technology platforms, as President. In addition, Jerry Jones, owner of the Dallas Cowboys, and John Goff, Chairman and Founder of Goff Capital, Inc. will continue to be the largest investors of the combined entity. Representatives of the Jones Family and of Goff Capital will continue to hold significant board representation of the new company.

The combined company integrates GameSquare’s award winning content, advertiser, and influencer businesses with Engine’s market leading data, analytics, advertising and marketing technology platforms. The transaction creates a market leading, end-to-end platform with reach across esports, sports, influencer, publisher, and advertising networks for brands to connect with the increasingly difficult to reach youth culture audiences. The combined company will provide global brands and advertisers with solutions that develop innovative strategies to connect to youth audiences.

“Today’s announcement is a transformative opportunity for our customers, team members, and shareholders, as we build what we believe will be one of the world’s largest and most influential gaming, esports, and media companies focused on youth culture,” said Justin Kenna, CEO of GameSquare. “The merger immediately expands our scale, which we expect will help us on an accelerated path to profitability in 2023, while creating an organization with a leading platform of end-to-end media, content, and technology assets. GameSquare and Engine Gaming have highly complementary core strengths, including broad product portfolios, and passionate team members committed to the gaming and esports markets. As a combined organization, we will have an enhanced platform and expanded resources, including essential data and analytic solutions, to serve a broader base of global customers and accelerate growth. I am excited by the significant opportunities we will have as a combined company to create substantial value for our shareholders.”

“We are thrilled to announce the merger with GameSquare,” commented Lou Schwartz, CEO of Engine Gaming. “Engine Gaming’s unique technology assets, including live streaming data, analytics, influencer marketing platform, and programmatic advertising solutions enhance and expand GameSquare’s capabilities in connecting brands with fans. As a full service, integrated company, we will be able to meet the needs of any brand sponsor through our SaaS revenue-based technology platforms. We believe the combined company will drive powerful growth and scale, while enabling an accelerated path to profitability.”

Tom Rogers, Executive Chairman of Engine Gaming added, “This merger is the successful culmination of our previously announced strategic alternatives process. We believe the merger between GameSquare and Engine provides strong potential return for shareholders, and allows Engine’s stockholders to participate in the value creation of the combined company. The transaction satisfies all the announced goals of the strategic process – greater scale, catalyzing growth, and significant cost and revenue synergies.

Transaction Highlights:

  • Significant financial profile. GameSquare and Engine Gaming, combined, have delivered $70+ million of trailing twelve-month revenue (unaudited), reflecting a nearly doubling of revenues over that same period.[1]
  • Enhanced financial predictability. The transaction is expected to improve the recurring and reoccurring revenue profile of the combined business. Management believes that a larger, predictable revenue profile from the entity’s agency, programmatic, SaaS, sponsorships, and league fees provide an improved financial foundation for accelerated growth.
  • Highly complementary businesses. Management believes that the businesses within Engine Gaming and GameSquare are highly complementary and expect significant opportunities for revenue synergies and acceleration of growth. The combination of creative digital agencies, an influencer marketing platform, innovative advertising solutions, leading programmatic businesses, an elite esports organization, audience intelligence technology, content production, and merchandise and consumer product design means that the new entity will have an unrivaled end-to-end suite of services for brands seeking to reach gaming and esports fans.
  • Global client base with limited cross over. Management believes the limited overlap of existing brands and clients will provide numerous opportunities for cross selling and optimization, to delivering more outstanding outcomes to our clients, including The Kraft Heinz Group, Tyson Foods, Jack in the Box, Converse, HyperX, Epic Games, Microsoft, the Dallas Cowboys, Riot Games, Activision Blizzard, Electronic Arts, and many more.
  • Large audience in gaming and esports Management believes that the combination of GameSquare and Engine Gaming may result in an audience and reach as large as any gaming and esports company currently in the market. Specifically, GameSquare has an audience of 220 million and Engine has 130 million monthly followers within the advertising network.
  • Improved access to U.S. investors and capital. The combined entity intends to retain Nasdaq and TSXV dual listing under the ticker GAME. Management believes that access to the U.S. financial markets as a gaming and esports company with significant revenue scale could represent an opportunity for valuation rerating catalyst for the combined company.
  • Accelerated path to profitability. The combined entity is expected be on an accelerated path to profitability in 2023 as it benefits from significant operating leverage, outsized revenue growth, and meaningful cost synergies created by the new Company.
  • Experienced management and board of directors. The Company expects to greatly benefit from substantial experience of the post-Transaction management team and a strong board of directors. The leadership team will be composed of executives from GameSquare and Engine Gaming that will have deep managerial expertise supported by the talented staff and leaders throughout the two companies.

Additional Details regarding the Arrangement
Under the Arrangement, Engine Gaming will issue to GameSquare shareholders 0.08262 Engine Gaming Shares in exchange for each GameSquare Share held (the “Exchange Ratio”). Based on the number of outstanding GameSquare Shares as of the date of this press release, it is expected that Engine Gaming will issue an aggregate of approximately 25,409,372 Engine Gaming Shares to GameSquare shareholders. All warrants, stock options and restricted share units of GameSquare will be exchanged for replacement warrants, stock options and restricted share units of Engine Gaming on identical terms, as adjusted in accordance with the Exchange Ratio and the Consolidation (as defined below), if applicable.

The Arrangement is anticipated to close in the first quarter of 2023. The completion of the Arrangement is subject to customary terms and conditions, including the following: approval of the Arrangement by Engine Gaming and GameSquare shareholders; court approval of the Arrangement; and, receipt of all required regulatory approvals, including acceptance by the TSXV.

Prior to closing of the Arrangement, Engine Gaming shall apply to list the post-closing Engine Gaming Shares on the Nasdaq and TSXV. There can be no assurances that Nasdaq or TSXV will accept such listing.

If required, in order to comply with policies of the Nasdaq, prior to or concurrently with closing of the Arrangement, Engine Gaming may consolidate the Engine Gaming Shares based on a consolidation ratio to be determined by Engine Gaming at such time (the “Consolidation”).

Engine Gaming and GameSquare are arm’s length.

Board Recommendations and Shareholder Approvals
The board of directors of each of Engine Gaming and GameSquare, after receiving financial and legal advice, have unanimously approved the Arrangement and recommend that their respective shareholders vote in favor of the Arrangement. Evans & Evans, Inc. has provided an opinion to the board of directors of GameSquare stating that, based upon and subject to the assumptions, limitations, and qualifications set forth therein, the consideration to be received by the GameSquare Shareholders pursuant to the Arrangement is fair, from a financial point of view to the GameSquare Shareholders. Haywood Securities Inc. has provided an opinion to the board of directors of Engine Gaming stating that, based upon and subject to the assumptions, limitations, and qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view to the Engine Gaming Shareholders.

The Arrangement requires approval by at least 66.67% of the holders of the GameSquare Shares who vote at the meeting. It is expected that all proportionate voting shares of GameSquare shall be converted to GameSquare Shares prior to the meeting of the GameSquare Shareholders to approve the Arrangement.

Pursuant to the policies of the TSXV, the Arrangement requires approval of at least a majority of Engine Gaming Shareholders.

Board and Management
The board of directors of Engine Gaming following the Arrangement are anticipated to be comprised of Justin Kenna, Tom Walker, Travis Goff and Jerami Gorman, who are currently directors of GameSquare, as well as Tom Rogers who will be Executive Chairman of the Board, Lou Schwartz, and Stu Porter who are currently directors of Engine Gaming. These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected.

The officers of the Resulting Issuer are anticipated to be Justin Kenna as Chief Executive Officer (currently Chief Executive Officer of GameSquare), Lou Schwartz as President ( currently Director, and Chief Executive Officer of Engine Gaming), Mike Munoz as Chief Financial Officer (currently Chief Financial Officer of Engine Gaming), Sean Horvath as Chief Revenue Officer (currently Chief Revenue Officer of GameSquare), Paolo DiPasquale as Chief Strategy Officer (currently Chief Strategy Officer of GameSquare), John Wilk as General Counsel (currently General Counsel of Engine Gaming), Matt Ehrens as Chief Technology Officer (currently Chief Technology Officer of Engine Gaming), and Jill Peters as Chief Media Officer (currently Chief Operations Officer of GameSquare).

About GameSquare Esports Inc.
GameSquare was incorporated under the Business Corporations Act (Ontario) on December 13, 2018. GameSquare is a vertically integrated, international digital media and entertainment company enabling global brands to connect and interact with gaming and esports fans. GameSquare owns a portfolio of companies including Code Red Esports Ltd., an esports talent agency serving the UK, GCN, a digital media company focusing on the gaming and esports audience based in Los Angeles, USA., Cut+Sew (Zoned), a gaming and lifestyle marketing agency based in Los Angeles, USA, Complexity Gaming, a leading esports organization operating in the United States, Fourth Frame Studios, a multidisciplinary creative production studio, and Mission Supply, a merchandise and consumer products business. The Company is headquartered in Toronto, Canada.

Year ended December 31, 2021*

Assets $30,209,519

Liabilities $7,839,020

Revenues $13,687,889

Gross Profit $4,437,258

Net Profit (losses) ($26,556,311)

*Denotes all values in Canadian dollars as at time of reporting (started reporting to USD in 2022)

About Engine Gaming and Media, Inc.
Engine Gaming and Media, Inc. (NASDAQ:GAME);(TSXV:GAME) provides unparalleled live streaming data and social analytics, influencer relationship management and monetization, and programmatic advertising to support the world’s largest video gaming companies, brand marketers, ecommerce companies, media publishers and agencies to drive new streams of revenue. The company’s subsidiaries include Stream Hatchet, the global leader in gaming video distribution analytics; Sideqik, a social influencer marketing discovery, analytics, and activation platform; and Frankly Media, a digital publishing platform used to create, distribute, and monetize content across all digital channels. Engine Gaming generates revenue through a combination of software-as-a-service subscription fees, managed services, and programmatic advertising. For more information, please visit www.enginegaming.com.

Year ended August 31, 2022

Assets $42,694,808

Liabilities $26,808,217

Revenues $41,882,613

Net Profit (losses) ($14,478,598)

*GAME does not provide gross margins

Advisors
Oak Hills Securities, Inc. served as GameSquare’s exclusive financial advisor. Evans & Evans, Inc. is acting as financial advisor to GameSquare on the Arrangement and Haywood Securities Inc. is acting as financial advisor to Engine Gaming on the Arrangement. Polsinelli PC and Miller Thomson LLP are acting as counsel to GameSquare on the Arrangement and Fogler, Rubinoff LLP and Dorsey Whitney LLP are acting as counsel to Engine Gaming on the Arrangement.

Contact
GameSquare Esports Inc.

For further information, please contact Investor Relations for GameSquare Esports Inc.:
Paolo DiPasquale, Chief Strategy Officer
Phone: (216) 464-6400
Email: IR@gamesquare.com

Andrew Berger
Phone: (216) 464-6400
Email: IR@gamesquare.com

Engine Gaming and Media, Inc.

For further information, please contact Investor Relations for Engine Gaming & Media, Inc.:
Shannon Devine
MZ North America
Main: 203-741-8811
GAME@mzgroup.us

Notice Regarding Forward-Looking Statements
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the combined entity’s future performance and revenue; continued growth and profitability; the combined entity’s ability to execute its business plans; and the proposed use of net proceeds of the Offering. These forward-looking statements are provided only to provide information currently available to Engine Gaming and GameSquare and are not intended to serve as and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Forward-looking statements are necessarily based upon a number of estimates and assumptions which include, but are not limited to: the combined entity being able to grow its business and being able to execute on its business plan, the combined entity being able to complete and successfully integrate acquisitions, the combined entity being able to recognize and capitalize on opportunities and the combined entity continuing to attract qualified personnel to supports its development requirements. These assumptions, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: Engine Gaming and GameSquare’s ability to complete the Arrangement; the combined entity’s ability to achieve its objectives, the combined entity’s successfully executing its growth strategy, the ability of the combined entity to obtain future financings or complete offerings on acceptable terms, failure to leverage the combined entity’s portfolio across entertainment and media platforms, dependence on the combined entity’s key personnel and general business, economic, competitive, political and social uncertainties including impact of the COVID-19 pandemic and any variants. These risk factors are not intended to represent a complete list of the factors that could affect Engine Gaming and GameSquare which are discussed in each of Engine Gaming and GameSquare’s most recent MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Engine Gaming and GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Completion of the Arrangement is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Arrangement cannot close until the required shareholder approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Engine Gaming and GameSquare should be considered highly speculative.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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

[1] Financial statements of GameSquare and Engine Gaming are available for review on each company’s respective profile at www.sedar.com and summary financial results are provided below.

SOURCE: GameSquare Esports Inc.



View source version on accesswire.com:
https://www.accesswire.com/730831/GameSquare-Esports-Inc-and-Engine-Gaming-Media-Inc-Enter-Definitive-Arrangement-Agreement

Release – Alvopetro Announces November 2022 Sales Volumes and an Operational Update

Posted on by aweinsoff@channelchek.com

Research, News, and Market Data on ALVOF

Dec 07, 2022

CALGARY, AB, Dec. 7, 2022 /CNW/ – Alvopetro Energy Ltd. (TSXV: ALV) (OTCQX: ALVOF) announces November 2022 sales volumes and an operational update.

November 2022 sales volumes

November sales volumes averaged 2,667 boepd, including natural gas sales of 15.2 MMcfpd and associated natural gas liquids sales from condensate of 135 bopd, based on field estimates, a decrease of 2% from the October 2022 average daily volumes and an increase of 1% from our Q3 2022 average.

Operational Update

We have now moved the service rig to our 182-C2 well on our 100% owned and operated Block 182 and expect to commence testing operations shortly. We completed drilling the 182-C2 well in October to a total measured depth (“MD”) of 3,185 metres. Testing of the 182-C2 well will begin with the Sergi Formation, the deepest of two formations with hydrocarbons shows during drilling. As previously announced, the well encountered a 223.7-metre-thick section with 121.3 metres of sand estimated above 6% porosity in the sand-dominated interval between 2,704.1 and 2,927.8 metres total vertical depth in the Sergi Formation. Caliper logs indicate that a significant amount of the wellbore in the Sergi interval contains washouts from drilling and is out of gauge, making open-hole log analysis challenging. As such, hydrocarbon potential in the Sergi will be validated through formation testing. Following testing of the Sergi Formation, testing will proceed up-hole to the Agua Grande Formation where, based on open-hole wireline logs, the well encountered 10.9 metres of potential net hydrocarbon pay, with an average porosity of 8.9% and average water saturation of 25.1%, using a 6% porosity cut-off, 50% Vshale cut-off and 50% water saturation cut-off. This testing will assess the extent, if any, of commercial hydrocarbons associated with the well, the productive capability of the well and will help define the field development plan.

Corporate Presentation

Alvopetro’s updated corporate presentation is available on our website at:http://www.alvopetro.com/corporate-presentation. 

Social Media

Follow Alvopetro on our social media channels at the following links:

     Twitter – https://twitter.com/AlvopetroEnergy     Instagram – https://www.instagram.com/alvopetro/     LinkedIn – https://www.linkedin.com/company/alvopetro-energy-ltd     YouTube –https://www.youtube.com/channel/UCgDn_igrQgdlj-maR6fWB0w

Alvopetro Energy Ltd.’s vision is to become a leading independent upstream and midstream operator in Brazil. Our strategy is to unlock the on-shore natural gas potential in the state of Bahia in Brazil, building off the development of our Caburé natural gas field and our strategic midstream infrastructure.

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

All amounts contained in this new release are in United States dollars, unless otherwise stated and all tabular amounts are in thousands of United States dollars, except as otherwise noted.

Abbreviations:

bbls                         =              barrelsboepd                     =              barrels of oil equivalent (“boe”) per daybopd                       =              barrels of oil and/or natural gas liquids (condensate) per dayMMcf                      =              million cubic feetMMcfpd                 =              million cubic feet per day

BOE Disclosure. The term barrels of oil equivalent (“boe”) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet per barrel (6Mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All boe conversions in this news release are derived from converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil.

Testing and Well Results. Data obtained from the 182-C2 well identified in this press release, including hydrocarbon shows, open-hole logging, net pay and porosities and initial testing data, should be considered to be preliminary until detailed pressure transient and other analysis and interpretation has been completed. Hydrocarbon shows can be seen during the drilling of a well in numerous circumstances and do not necessarily indicate a commercial discovery or the presence of commercial hydrocarbons in a well. There is no representation by Alvopetro that the data relating to the 182-C2 well contained in this press release is necessarily indicative of long-term performance or ultimate recovery. The reader is cautioned not to unduly rely on such data as such data may not be indicative of future performance of the well or of expected production or operational results for Alvopetro in the future.

Forward-Looking Statements and Cautionary Language. This news release contains “forward-looking information” within the meaning of applicable securities laws. The use of any of the words “will”, “expect”, “intend” and other similar words or expressions are intended to identify forward-looking information. Forward‐looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the expectations discussed in the forward-looking statements. These forward-looking statements reflect current assumptions and expectations regarding future events. Accordingly, when relying on forward-looking statements to make decisions, Alvopetro cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties. More particularly and without limitation, this news release contains forward-looking information concerning potential hydrocarbon pay in the 182-C2 well, exploration and development prospects of Alvopetro and the expected timing of certain of Alvopetro’s testing and operational activities. The forward‐looking statements are based on certain key expectations and assumptions made by Alvopetro, including but not limited to expectations and assumptions concerning testing results of the 183-B1 well and the 182-C2 well, equipment availability, the timing of regulatory licenses and approvals, the success of future drilling, completion, testing, recompletion and development activities, the outlook for commodity markets and ability to access capital markets, the impact of the COVID-19 pandemic, the performance of producing wells and reservoirs, well development and operating performance, foreign exchange rates, general economic and business conditions, weather and access to drilling locations, the availability and cost of labour and services, environmental regulation, including regulation relating to hydraulic fracturing and stimulation, the ability to monetize hydrocarbons discovered, expectations regarding Alvopetro’s working interest and the outcome of any redeterminations, the regulatory and legal environment and other risks associated with oil and gas operations. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be incorrect. Actual results achieved during the forecast period will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. Although Alvopetro believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Alvopetro can give no assurance that it will prove to be correct. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on factors that could affect the operations or financial results of Alvopetro are included in our annual information form which may be accessed on Alvopetro’s SEDAR profile at www.sedar.com. The forward-looking information contained in this news release is made as of the date hereof and Alvopetro undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

SOURCE Alvopetro Energy Ltd.

Vera Bradley (VRA) – Results Top Estimates; Environment Remains Challenging

Posted on by cpereira@noblefcm.com


Thursday, December 08, 2022

Joe Gomes, Senior Research Analyst, Noble Capital Markets, Inc.

Joshua Zoepfel, Research Associate, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

3QFY23 Results. Net revenues totaled $124 million compared to $134.7 million in the prior year third quarter ended October 30, 2021. Vera Bradley reported consolidated net income of $5.17 million, or EPS of $0.17 per share versus net income of $5.78 million, or EPS of $0.17 per diluted share, last year. Non-GAAP net income was $6.3 million, or $0.20 per diluted share, compared to $6.2 million, or $0.18 per diluted share in 3Q22.

Bifurcation Continues. The fiscal third quarter was a replay of the second fiscal quarter in many ways, in our view. Vera Bradley continued to see a bifurcation of its customer base, with higher household incomes continuing to spend, while inflationary pressures continued to negatively affect the purchases of customers with lower household incomes.


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Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.

This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Ocugen (OCGN) – OCU400 Gene Therapy Trial Moving Forward With Highest Dose

Posted on by cpereira@noblefcm.com


Thursday, December 08, 2022

Ocugen, Inc. is a biotechnology company focused on developing and commercializing novel gene therapies, biologicals, and vaccines. The lead product, Covaxin, is a killed-virus vaccine for COVID-19 in-licensed from Bharat Biotech (India). The lead product in its gene therapy program, OCU400, is in Phase 1/2 clinical trials for retinitis pigmentosa.

Robert LeBoyer, Vice President, Research Analyst, Life Sciences , Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

DSMB Recommends MTD and Further Treatment.  Ocugen has announced that patient data from the Phase 1/2 trial testing OCU400 in retinitis pigmentosa (RP) has been reviewed by its Data Safety and Monitoring Board (DSMB).  The highest dose of the three tested was determined to be the maximum tolerated dose (MTD).  The DSMB found no serious adverse events (SAEs) in the treated cohorts, and recommended treating patients in the expansion phase at the highest dose. 

Additional Patients To Be Treated. The OCU400 Phase 1/2 trial has treated patient cohorts at three dose levels. These patients have gene mutations associated with RP (NR2E3 and RHO) that control and regulate expression of genes that act in later pathways. A total of 10 patients have been treated, with an additional 8 patients to be added. A cohort of 3 patients with a different mutation, CEP290, associated with Leber congenital amaurosis (LCA) are also being added. Enrollment is expected to be complete by 1Q23.


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This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Garibaldi Resources Corp. (GGIFF) – First Tranche of Private Placement Financing Closed

Posted on by cpereira@noblefcm.com


Thursday, December 08, 2022

Garibaldi Resources Corp. is an active Canadian-based junior exploration company focused on creating shareholder value through discoveries and strategic development of its assets in some of the most prolific mining regions in British Columbia and Mexico.

Mark Reichman, Senior Research Analyst, Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

First tranche of funding closed. Garibaldi closed the first tranche of a private placement financing announced in late November. Garibaldi sold a total of 8,836,666 flow-through units at C$0.30 per unit for aggregate gross proceeds of C$2,651,000. Each unit is comprised of one flow-through common share and one-half of one common share purchase warrant. Each whole warrant is exercisable at C$0.45 per common share for a period of three years. The first tranche included the sale of 800,000 non-flow-through units at C$0.25 per unit for total proceeds of C$200,000. Each unit is comprised of one non-flow-through common share and one-half of one common share purchase warrant. Each whole warrant is exercisable at C$0.40 per common share for a period of three years.

Looking back on the 2022 drilling program. The 2022 drill program at E&L tested targets from the 2021 Geotech deep penetrating Z-Axis Tipper Electromagnetic (ZTEM) survey. Drilling intersected sulphide nickel-copper mineralization coincident with newly identified ZTEM anomalies. These broad geophysical targets track the Nickel Mountain Gabbroic Complex base metal corridor along strike of the 15-kilometer long Nickel Mountain Gabbroic Complex.


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*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision. 

Allegiant Gold (AUXXF) – Successful Diamond Drilling Program Affirms Eastside’s High-Grade Potential

Posted on by cpereira@noblefcm.com


Thursday, December 08, 2022

Allegiant owns 100% of 10 highly-prospective gold projects in the United States, seven of which are located in the mining-friendly jurisdiction of Nevada. Three of Allegiant’s projects are farmed-out, providing for cost reductions and cash-flow. Allegiant’s flagship, district-scale Eastside project hosts a large and expanding gold resource and is located in an area of excellent infrastructure. Preliminary metallurgical testing indicates that both oxide and sulphide gold mineralization at Eastside is amenable to heap leaching.

Mark Reichman, Senior Research Analyst, Natural Resources, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

Diamond drilling program. Allegiant released results from its seven-hole, 3,457-meter diamond core drill program within the high-grade zone at Eastside. The drill program targeted deeper high-grade gold-silver mineralization within the core of the Eastside Rhyolite complex as well as deeper portions of the contact between the rhyolite complex and the surrounding volcanic host rocks. The program followed up on high-grade results identified in 2021 reverse circulation (RC) drilling, including Holes ES-239 and ES-243.

Results reaffirm presence of high-grade zones. The program confirmed high-grade gold-silver mineralization that was observed in earlier drill Holes ES-239 and ES-243 and the occurrence of high-grade zones within the Eastside Deposit’s rhyolite host rock. Hole ES-280 returned 9.9 grams of gold per tonne over 1.5 meters and 5.3 grams of gold per tonne over 1.5 meters within a broader intercept of 0.63 grams of gold per tonne over 99 meters. Holes ES-281 and ES-282 returned 1 gram of gold per tonne over 12 meters and 49 meters, respectively, while Hole ES-285 intersected 2 grams of gold over 9 meters within a broader intercept of 0.46 grams of gold per tonne over 105 meters.


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Musk’s Twitter Drama is Fantastic Marketing

Posted on by phoffman@channelchek.com
Image Credit: Mike Davis (Flickr)

“Twitter Files” May be With us For a While

The hashtag #TwitterFiles is trending on Twitter and is likely to be for some time to come. After Elon Musk released the first set of documents that strongly suggests wrongdoing by both political parties, agencies of the government, and perhaps even elected officials, Twitter founder and former CEO Jack Dorsey joined the discussion on the social media/microblogging site. Dorsey’s tweet suggested impatience with the method with which Musk is sharing what is discovered within the Twitter offices and files.  

Dorsey (@Jack) tweeted on Wednesday, “If the goal is transparency to build trust, why not just release everything without filter and let people judge for themselves?” He further tweeted, “Including all discussions around current and future actions? Make everything public now. #TwitterFiles.”

Elon Musk, who has promised to make Twitter more open tweeted back, “Most important data was hidden (from you too) and some may have been deleted, but everything we find will be released.”

The cause for Dorsey’s tweet may have been the result of learning that Jim Baker, a former FBI lawyer, was filtering documents released in the exposé. This was mentioned by Matt Taibbi the writer of the first installment of the “Twitter Files.” Taibbi suggested there is a delay in getting the second installment out because Baker was filtering documents to be released in the exposé, leading to the delay of the second batch of information. The journalist chosen to present the second installment of the Twitter files is named Bari Weiss.

Jim Baker has a reputation that includes distrust, and his name is often preceded by the word “disgraced [former FBI agent].” “The news that Baker was reviewing the ‘Twitter Files’ surprised everyone involved, to say the least,” Taibbi tweeted Tuesday night. ” Twitter chief Elon Musk acted quickly to ‘exit’ Baker Tuesday.”

Future installments are being compiled, according to Taibbi. “Reporters resumed searches through Twitter Files material — a lot of it — today,” he tweeted. “The next installment of ‘The Twitter Files’ will appear @bariweiss. Stay tuned.”

Does Jim Baker deserve to be scorned? Baker’s alleged involvement in the Twitter censorship of the Hunter Biden laptop in the final weeks of the 2020 presidential election has become a news story all its own, in a blog post by Jonathan Turley who is a constitutional law expert, Turley wrote a review titled “Six Degrees from James Baker: A Familiar Figure Reemerges With the Release of the Twitter Files.”

Was Dorsey involved in censorship? As for Dorsey’s level of involvement in censorship at Twitter before he was forced out, Taibbi referenced the former executive a number of times. “An amazing subplot of the Twitter/Hunter Biden laptop affair was how much was done without the knowledge of CEO Jack Dorsey, and how long it took for the situation to get ‘unf***ed’ (as one ex-employee put it) even after Dorsey jumped in,” Taibbi tweeted Friday.

“There are multiple instances in the files of Dorsey intervening to question suspensions and other moderation actions for accounts across the political spectrum,” Taibbi tweeted.

There is nothing better than drama to draw people to social media platforms. Musk’s open file policy is creating substantial drama and, for many, increased usage of Twitter. If Musk was to release the files all at once, as suggested by Jack Dorsey, the platform would have one large burst of activity and then settle down. The method he instead is using to share information includes assigning a journalist to unveil batches of documents, and this ought to keep the #TwitterFiles trending into 2023 and increase Twitter’s user base.

Paul Hoffman

Managing Editor, Channelchek

Sources

Jonathan Turley Blog

https://www.newsmax.com/newsfront/jack-dorsey-twitter-twitter-files/2022/12/07/id/1099552/?fbclid=IwAR2282nibsrSQorrtVo3q62HjZPFMps-usQ8PxbB6MlKINwT-100msznpA0

Jack Dorsey Tweet