Companies enter into joint venture to develop up to 250 hydrogen retail refueling stations by 2026

HOUSTON & ZURICH--(BUSINESS WIRE)--Phillips 66 (NYSE: PSX) and H2 Energy Europe (“H2 Energy”) today announced their commitment to develop up to 250 retail hydrogen refueling stations across Germany, Austria and Denmark by 2026 through a 50-50 joint venture between their subsidiaries, Phillips 66 Limited and H2 Energy Europe AG. The agreement is subject to regulatory approvals and customary closing conditions.

Phillips 66 Limited is a U.K.-based, wholly owned subsidiary of Phillips 66, a diversified energy manufacturing and logistics company. Phillips 66 has a strong retail presence with more than 1,000 JET^®-branded stations in Europe and a growing hydrogen refueling network in Switzerland through its participation in the Coop Mineraloel AG joint venture.

Swiss-headquartered H2 Energy is a joint venture between commodity trading firm Trafigura Pte Ltd. and H2 Energy Holding AG, a leading hydrogen provider in Europe with investments in the production, distribution and utilization of green hydrogen. Through its affiliated companies, H2 Energy was the first to develop and deliver hydrogen fuel cell trucks to commercial users and create a green hydrogen fueling ecosystem in Switzerland.

“We consider hydrogen and fuel cell technology an enabler of the energy transition,” said Rolf Huber, founder of H2 Energy. “It buffers excess electricity production, and stores and distributes energy that has been produced by renewables.”

The European subsidiaries of Phillips 66 and H2 Energy will leverage their capabilities to develop a retail network, bringing together hydrogen supply, refueling logistics and vehicle demand. The parties aim to supply the retail refueling network with green hydrogen, as available. Demand is anticipated in part through H2 Energy’s ownership in Hyundai Hydrogen Mobility, a retail and distribution partner in Europe for Hyundai’s commercially available heavy-duty fuel cell electric truck.

“At Phillips 66, we believe that expanding access to hydrogen is critical to achieving a lower-carbon future,” said Brian Mandell, Phillips 66 Executive Vice President, Marketing and Commercial. “We’re excited to join forces with H2 Energy, which has demonstrated success in developing technology assets across the hydrogen value chain.”

The joint venture’s future network of hydrogen refueling stations in Germany, Austria and Denmark will comprise existing JET^®-branded retail stations as well as new locations on major transport routes. H2 Energy will be responsible for integrating hydrogen production, supply and the refueling apparatus through its wholly owned and affiliated entities. Government support will be required for the implementation of the refueling network.

H2 Energy recently unveiled activities to build a 1-gigawatt electrolysis plant in Denmark capable of generating up to 90,000 metric tons a year of green hydrogen from electricity sourced from offshore wind.

About Phillips 66

Phillips 66 is a diversified energy manufacturing and logistics company. With a portfolio of Midstream, Chemicals, Refining, and Marketing and Specialties businesses, the company processes, transports, stores and markets fuels and products globally. Headquartered in Houston, the company has 14,000 employees committed to safety and operating excellence. Phillips 66 had $56 billion of assets as of Dec. 31, 2021. For more information, visit www.phillips66.com or follow us on Twitter @Phillips66Co.

About H2 Energy

H2 Energy was established in Zurich, Switzerland, in 2014 with the vision to play an active role in fighting climate change. The company wants to make hydrogen from renewable energy a cornerstone of the energy system by expanding the entire value chain across production, distribution and consumption in a sustainable and economic way. H2 Energy is involved in the entire hydrogen value chain, offering know-how and engineering each step of the way. The company draws on many years of experience, particularly in creating hydrogen production plants, establishing hydrogen refueling stations and in the engineering of hydrogen fuel cell applications. In 2020, Trafigura and H2 Energy announced a commercial collaboration to develop the production, storage and distribution of green hydrogen for refueling stations and industrial customers. Under the joint venture H2 Energy Europe, the two companies will invest in green hydrogen ecosystems across Europe. Visit: www.h2energy.ch

About Trafigura

Founded in 1993, Trafigura is one of the largest physical commodities trading groups in the world. At the heart of global supply, Trafigura connects the world with the vital resources it needs. Through our Oil & Petroleum Products, Metals and Minerals, and Power and Renewables divisions, we deploy infrastructure, skills and a global network to move commodities from where they are plentiful to where they are needed most, forming strong relationships that make supply chains more efficient, secure and sustainable.

Trafigura also owns and operates a number of industrial assets including a majority share of global multi-metals producer Nyrstar and fuel storage and distribution company Puma Energy; and joint ventures Impala Terminals, a port and logistics provider, and Nala Renewables, a power and renewable energy investment and development platform. With over 1,000 shareholders, Trafigura is owned by its employees and employs over 13,000 people working in 48 countries. Visit: https://www.trafigura.com

PHILLIPS 66 CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Forward-looking statements may be identified by the use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “targets,” “estimates” or other words of similar meaning. Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized, and involve risks and uncertainties, many of which are beyond Phillips 66’s control, including but not limited to regulatory approvals and market conditions. A discussion of factors that may affect future results is included in Phillips 66’s filings with the Securities and Exchange Commission. Phillips 66 disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

Phillips 66
Jeff Dietert, 832-765-2297 (investors)
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Shannon Holy, 832-765-2297 (investors)
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Thaddeus Herrick, 855-841-2368 (media)
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H2 Energy Europe
Urs Breitmeier
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Trafigura Pte Ltd.
Trafigura Press Office, +41 (0) 22 592 45 28
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New business is the result of a partnership agreement between prominent Israeli University Bar-Ilan and Decama Capital subsidiary Refhuel.

Technology, in the Sustainable Energy Storage , is developed by a leading expert in fuel cells.

LONDON--(BUSINESS WIRE)--A new business, Refhuel, which will focus on reversible fuel cell technology launches today.

It’s the result of a license agreement signed between Refhuel Limited, a subsidiary of Decama Capital Ltd (symbol: DCMA), an Israeli investment company headquartered in the UK and listed on the Tel Aviv Stock Exchange and BIRAD, Bar-Ilan University’s research and development company.

The pioneering technology to allow reversible fuel cells, which is already in development, has been worked on at Bar-Ilan University in Israel under the leadership of Professor Lior Elbaz.

Professor Lior Elbaz, the head of the Israel fuel-cells consortium, is based at the Department of Chemistry at Bar Ilan University and is a globally respected fuel cells expert.

Refhuel is developing a reversible fuel-cell based on a proprietary hydrogen carrier technology that will enable efficient storage and production of energy.

The announcement comes as Decama Capital Ltd looks to expand and explore new investment opportunities, particularly in the renewable energy sector.

Professor Lior Elbaz, Co-Founder of Refhuel and Associate Professor in Chemistry at Bar-Ilan University, Israel, said:

“I am really excited to have reached this point. We have passed the proof of concept stage and, in time, the technology has the potential to revolutionize energy storage and production. The world is looking for affordable, sustainable energy and this technology promises to help deliver this.”

Dr. Tsvika Ben Porat, CEO of BIRAD, said:

“The signing of the agreement with Decama Capital subsidiary Refhuel represents the latest example of BIRAD’s work translating the exciting research at our university into a commercial opportunity. Professor Elbaz’s work and innovation has the potential to change the way we store energy. It’s an example of not only Bar Ilan’s excellence but Israel’s leading position as a tech nation.”

Nate Lorenzi, Co-Founder of Refhuel and CEO of Decama Capital Ltd, said:

“We are delighted to come together with Bar-Ilan University to launch Refhuel. Professor Elbaz is a world leading figure and his research will have a transformational impact.

Energy supply and climate change are challenges facing every nation. As we move towards renewables, we face the problem of energy storage. The technology we are developing at refhuel has the potential to be the solution to this. This Is a landmark event for Decama Capital and we look ahead to have a great success with Refhuel.”

-ENDS-

NOTES TO EDITORS

Refhuel website – www.refhuel.com

Decama Capital Ltd (TASE: DCMA) is a cross-sector Israeli investment company, with primary holdings in real estate, and an active interest in investing in rapidly growing industries, including impact investing and renewable energy. Founded in 2005, and listed on the Tel Aviv stock exchange, it has an experienced team of investment professionals. Headquartered in London and with offices in Israel, its expertise lies in its l, strategic and commercially driven approach to investing and navigating complex deals. Nate Lorenzi has been the CEO since 2018.

BIRAD Research & Development Company Ltd. was established in order to translate new inventions made at Bar-Ilan University into useful products that can be effectively commercialized, thus strengthening the economy, promoting innovation and improving lives. Bar Ilan University, founded in 1955, is Israel’s second largest university, with about 19,000 students and about 1,350 members of academic staff.

Professor Lior Elbaz is Associate Professor in Chemistry at Bar-Ilan University, Israel. He received his PhD in chemical engineering from the Ben-Gurion University, Israel. During his graduate studies, he specialized in electrochemistry and worked on the development of catalysts for fuel cells. He was a post-doctoral fellow at the Los Alamos National Laboratory in New Mexico (USA), returning there as Visiting Scientist, 2020-21. Professor Elbaz established the Israeli Fuel Cells Consortium in 2016 with the support of the Fuel Choices and Smart Mobility Initiative of the Israeli Prime Minister's Office, and heads it. This is a 12-member labs consortium with representation from all major universities in Israel. Professor Elbaz is also the Israeli representative to the International Energy Agency’s Advanced Fuel Cells Executive Committee, and a member of Israel’s President’s Climate Forum. He his consulting for some of Israel’s largest energy companies, and has been actively promoting the Hydrogen Economy.

For further information, please contact:
Integra Group
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0203 921 0310

Opportunity for development of a world-class CO₂ sequestration hub on Alabama’s Gulf Coast

HOUSTON--(BUSINESS WIRE)--Natural Resource Partners L.P. (NYSE: NRP) today announced that NRP and Denbury Carbon Solutions, LLC, a wholly-owned subsidiary of Denbury Inc (NYSE: DEN) (“Denbury”), have executed a CO₂ Sequestration Agreement for the evaluation and potential development of a permanent CO₂ sequestration site located on Alabama’s Gulf Coast.

The agreement provides Denbury with the exclusive rights to develop a CO₂ sequestration site on approximately 75,000 acres of pore space controlled by NRP in Baldwin County, near Mobile, Alabama. Denbury estimates the total CO₂ storage potential of this site to be over 300 million metric tons. Depending on the pace and scale of regional CCUS development, Denbury may consider expanding its existing Gulf Coast CO₂ pipeline network to connect to this site.

Craig Nunez, NRP’s President and Chief Operating Officer, stated, “We are very pleased to partner with Denbury on this world-class carbon sequestration project, which has the potential to provide important benefits to the environment and add significant value to NRP. Denbury’s extensive experience with CO₂ transportation, underground injection and understanding of Gulf Coast geology, will enable us to maximize the value of our Baldwin County acreage. We expect this 75,000-acre project to be the first of what will potentially be numerous carbon sequestration projects conducted on the approximately 3.5 million acres where we own the rights to sequester CO₂ across the United States.”

Chris Kendall, Denbury’s President and Chief Executive Officer, commented, “We are excited to announce this agreement with NRP, which further expands Denbury’s industry-leading Gulf Coast CO₂ infrastructure position in a region with high volumes of existing industrial CO₂ emissions. In addition, the combination of this site’s significant expected CO₂ storage capacity and its proximity to deep-water ports should enhance the region’s appeal for newbuild industrial development with carbon capture. We look forward to working with the team at NRP on this exciting project.”

Subject to satisfactory title diligence, Denbury plans to complete a technical evaluation of the site to ensure its suitability for CO₂ sequestration, while simultaneously pursuing agreements to transport and store CO₂ emissions from nearby existing or planned industrial facilities. Denbury estimates that the site could be ready to receive CO₂ injection by 2026.

ABOUT NATURAL RESOURCE PARTNERS

Natural Resource Partners L.P., a master limited partnership headquartered in Houston, TX, is a diversified natural resource company that owns, manages and leases a diversified portfolio of properties in the United States including coal, industrial minerals and other natural resources, as well as rights to conduct carbon sequestration and renewable energy activities. NRP also owns an equity investment in Ciner Wyoming LLC, one of the world’s lowest-cost producers of soda ash.

Further information about NRP is available on the partnership’s website at http://www.nrplp.com.

ABOUT DENBURY

Denbury is an independent energy company with operations and assets focused on Carbon Capture, Use and Storage (CCUS) and Enhanced Oil Recovery (EOR) in the Gulf Coast and Rocky Mountain regions. For over two decades, the Company has maintained a unique strategic focus on utilizing CO₂ in its EOR operations and since 2013 has been active in CCUS through the injection of captured industrial-sourced CO₂. The Company currently injects over three million tons of captured industrial-sourced CO₂ annually, and its objective is to fully offset its Scope 1, 2, and 3 CO₂ emissions within this decade, primarily through increasing the amount of captured industrial-sourced CO₂ used in its operations. For more information about Denbury, visit www.denbury.com.

The Denbury Carbon Solutions team was formed in January 2020 to advance Denbury’s leadership in the anticipated high-growth CCUS industry, leveraging its unique capabilities and assets that were developed over the last 20-plus years through its focus on CO₂ EOR.

Forward-Looking Statements

This press release includes “forward-looking statements” as defined by the Securities and Exchange Commission. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership. These risks include, among other things, statements regarding: the effects of the global COVID-19 pandemic; future distributions on the Partnership’s common and preferred units; the Partnership's business strategy; its liquidity and access to capital and financing sources; its financial strategy; prices of and demand for coal, trona and soda ash, and other natural resources; estimated revenues, expenses and results of operations; projected future performance by the Partnership's lessees, including Foresight Energy; Ciner Wyoming LLC’s trona mining and soda ash refinery operations; distributions from the soda ash joint venture; the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving the Partnership, and of scheduled or potential regulatory or legal changes; global and U.S. economic conditions; and other factors detailed in Natural Resource Partners’ Securities and Exchange Commission filings. Natural Resource Partners L.P. has no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

NRP CONTACTS:
Tiffany Sammis, Investor Relations, 713.751.7515, This email address is being protected from spambots. You need JavaScript enabled to view it.

DENBURY CONTACTS:
Brad Whitmarsh, Vice President, Investor Relations, 972.673.2020, This email address is being protected from spambots. You need JavaScript enabled to view it.
Beth Bierhaus, 972.673.2554, This email address is being protected from spambots. You need JavaScript enabled to view it.

TORONTO--(BUSINESS WIRE)--$NETZ #NETZ--Carbon Streaming Corporation (NEO: NETZ) (OTCQB: OFSTF) (FSE: M2Q) (“Carbon Streaming” or the “Company”) is pleased to announce that Justin Cochrane, CEO and Geoff Smith, President and COO, will be participating in a number of industry conferences this month.

Stifel Global Carbon Conference
Date: Tuesday February 8, 2022
Time: 10:15am ET | Presentation by Mr. Cochrane
Featuring keynote by Verra CEO David Antonioli, moderated by Ian Gillies, Diversified Industrials & ESG Analyst. The primary focus of the conference will be on the role of carbon credits and technological innovation in the race to net-zero.

Canaccord Genuity 2022 Carbon & Energy Transition Conference
Date: Wednesday February 9, 2022
Time: 1pm ET | Panel Discussion on Offsetting Environmental Impact through Carbon Credits
Mr. Cochrane will be participating in a panel discussion moderated by Roman Rossi, Canaccord Genuity, Equity Research.

BMO Capital Markets’ 31^st Global Metals & Mining Conference
Date: February 27 – March 2, 2022
Mr. Cochrane and Mr. Smith will be speaking during the Carbon Breakfast at 7am ET on Tuesday March 1^st, 2022 and participating in 1x1 meetings throughout the conference.

About Carbon Streaming
Carbon Streaming is a unique ESG principled company offering investors exposure to carbon credits, a key instrument used by both governments and corporations to achieve their carbon neutral and net-zero climate goals. Our business model is focused on acquiring, managing and growing a high-quality and diversified portfolio of investments in projects and/or companies that generate or are actively involved, directly or indirectly, with voluntary and/or compliance carbon credits.

The Company invests capital through carbon credit streaming arrangements with project developers and owners to accelerate the creation of carbon offset projects by bringing capital to projects that might not otherwise be developed. Many of these projects will have significant social and economic co-benefits in addition to their carbon reduction or removal potential.

To receive corporate updates via e-mail as soon as they are published, please subscribe here.

ON BEHALF OF THE COMPANY:
Justin Cochrane, Chief Executive Officer
Tel: 647.846.7765
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www.carbonstreaming.com

Significant Investment to Fuel Next Phase of Growth as RES Achieves National Scale, Targets Growing Infrastructure and Resiliency Drivers

HOUSTON & TORONTO--(BUSINESS WIRE)--Resource Environmental Solutions, LLC (“RES” or “the company”), the nation’s largest ecological restoration company, today announced that Onex Partners V, Onex Corporation’s (“Onex”)(TSX:ONEX) $7.2 billion fund, has agreed to make a significant investment in RES, together with funds affiliated with the company’s existing investor, KKR. This investment, made in partnership with management, is in support of RES’ continued growth and development.

RES’ mission is to restore a resilient earth for a modern world, project by project. The company supports the public and private sectors with solutions for environmental mitigation, stormwater, water quality, and climate and flooding resilience. RES delivers durable ecological uplift on its sites, based on science-led design, full delivery, long-term stewardship, and guaranteed performance.

“We could not be more excited to have these two firms backing us,” said Darrell Whitley, RES President and CEO. “In our first 14 years, we’ve proven that ecological restoration can be trusted to improve and preserve the environment in balance with human progress. Today, RES is the environmental employer of choice. With the backing of Onex Partners and KKR, we will continue to invest in talent and capabilities, and grow into new markets and new communities. Our access to additional investment capital will also help us to continue with product line expansion into coastal resiliency, large scale water quality projects, new mitigation banks, and carbon solutions,” Whitley continued.

Amir Motamedi, a Managing Director of Onex Partners, said: “RES is the nation’s leading provider of nature-based solutions and green infrastructure thanks to the contributions of every team member at the company. With its strong culture and can-do spirit, we’re confident RES will continue its growth trajectory both organically and through acquisitions. We are delighted to be partnered with Darrell, the entire RES team and KKR during this next chapter.”

Robert Antablin and Ken Mehlman, Co-Heads of KKR Global Impact, added: “We are thrilled to continue our relationship with RES and support them, alongside Onex Partners, on their mission to help communities navigate the impacts of climate change. While we have made great progress since KKR’s initial investment in helping to establish RES as an industry leader while growing the company’s operations, capabilities and team, we are looking forward to even more growth ahead.”

Elliott Bouillion, Founder and Executive Chairman, concluded, “I am thrilled to see RES continue its journey and mission to restore a resilient earth for our modern world. I believe that Onex Partners and KKR will be formidable partners and dedicated stewards of our business during the next phase of ownership. I look forward to working closely with Onex Partners, KKR, Darrell and the rest of the RES management team as we aim to take RES to the next level and drive even more growth and transformation in the years ahead.”

The transaction is anticipated to close in the first quarter subject to customary conditions and regulatory approvals. Financial details for the transaction are not being disclosed at this time.

About RES

RES (Resource Environmental Solutions) is restoring a resilient earth for a modern world, project by project. As the nation’s largest ecological restoration company, RES provides environmental mitigation, stormwater and water quality, and climate and flooding resilience solutions with a focus on full delivery, long-term stewardship and guaranteed performance. RES designs, builds, and sustains sites that preserve the environmental balance, restoring our land and waters to enhance lives for generations to come.

For more information, visit www.res.us.

About Onex

Founded in 1984, Onex manages and invests capital on behalf of its shareholders, institutional investors and high net worth clients from around the world. Onex’ platforms include: Onex Partners, private equity funds focused on mid- to large-cap opportunities in North America and Western Europe; ONCAP, private equity funds focused on middle market and smaller opportunities in North America; Onex Credit, which manages primarily non-investment grade debt through tradeable, private and opportunistic credit strategies as well as actively managed public equity and public credit funds; and Gluskin Sheff’s wealth management services. In total, as of September 30, 2021, Onex has approximately $47 billion of assets under management, of which approximately $7.9 billion is its own investing capital. With offices in Toronto, New York, New Jersey, Boston and London, Onex and its experienced management teams are collectively the largest investors across Onex’ platforms.

Onex shares trade on the Toronto Stock Exchange under the stock symbol ONEX. For more information on Onex, visit its website at www.onex.com. Onex’ security filings can also be accessed at www.sedar.com.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of The Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

RES
Gaye Denley
Director, Marketing
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+1.303.815.5211

Patrick Ryan
VP, Corporate Development
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+1.713.325.7213

Onex
Jill Homenuk
Managing Director – Shareholder Relations and Communications
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+1.416.362.7711

KKR
Cara Major or Julia Kosygina
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+1.212.750.8300

HAMILTON, Bermuda--(BUSINESS WIRE)--February 7, 2022 - Triton International Limited (NYSE:TRTN) will host its fourth quarter and full year 2021 earnings conference call on February 15, 2022 at 8:30 a.m. Eastern Time. The earnings announcement and presentation will be released by 7:00 a.m. that morning and will be available on www.trtn.com.

The conference call will be Webcast, and an archive of the Webcast will be available one hour after the live call. To access the live Webcast or archive, please visit the Company’s website at www.trtn.com. Please allow extra time prior to the call to visit the site and download any necessary software that may be needed to listen to the Webcast.

To listen by phone, please dial in approximately 15 minutes prior to the start time and reference the Triton International Limited conference call.

Live Teleconference Dial-In:
Domestic: 1-877-418-5277
International: 1-412-717-9592

Triton International Limited is the world’s largest lessor of intermodal freight containers. With a container fleet of 7.1 million twenty-foot equivalent units ("TEU"), Triton’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Triton International Limited
Andrew Greenberg, 914-697-2900
Senior Vice President
Business Development & Investor Relations

Opportunity to develop a world-class CO₂ sequestration hub on Alabama’s Gulf Coast

PLANO, Texas--(BUSINESS WIRE)--#Blueoil--Denbury Inc. (NYSE: DEN) (“Denbury”) today announced that its wholly-owned subsidiary, Denbury Carbon Solutions, LLC, and a subsidiary of Natural Resource Partners L.P. (NYSE:NRP) (“NRP”), have executed a CO₂ Sequestration Agreement for the evaluation and potential development of a permanent CO₂ sequestration site located on Alabama’s Gulf Coast.

The agreement provides Denbury with the exclusive rights to develop a CO₂ sequestration site on approximately 75,000 acres of pore space controlled by NRP in Baldwin County, near Mobile, Alabama. Denbury estimates the total CO₂ storage potential of this site to be over 300 million metric tons. Depending on the pace and scale of regional CCUS development, Denbury may consider expanding its existing Gulf Coast CO₂ pipeline network to connect to this site.

Chris Kendall, Denbury’s President and Chief Executive Officer, commented, “We are excited to announce this agreement with NRP, which further expands Denbury’s industry-leading Gulf Coast CO₂ infrastructure position in a region with high volumes of existing industrial CO₂ emissions. In addition, the combination of this site’s significant expected CO₂ storage capacity and its proximity to deep-water ports should enhance the region’s appeal for newbuild industrial development with carbon capture. We look forward to working with the team at NRP on this exciting project.”

Craig Nunez, NRP’s President and Chief Operating Officer, stated, “We are very pleased to partner with Denbury on this world-class carbon sequestration project, which has the potential to provide important benefits to the environment and add significant value to NRP. Denbury’s extensive experience with CO₂ transportation, underground injection and understanding of Gulf Coast geology, will enable us to maximize the value of our Baldwin County acreage. We expect this 75,000-acre project to be the first of what will potentially be numerous carbon sequestration projects conducted on the approximately 3.5 million acres where we own the rights to sequester CO₂ across the United States.”

Subject to satisfactory title diligence, Denbury plans to complete a technical evaluation of the site to ensure its suitability for CO₂ sequestration, while simultaneously pursuing agreements to transport and store CO₂ emissions from nearby existing or planned industrial facilities. Denbury estimates that the site could be ready to receive CO₂ injection by 2026.

ABOUT DENBURY

Denbury is an independent energy company with operations and assets focused on Carbon Capture, Use and Storage (CCUS) and Enhanced Oil Recovery (EOR) in the Gulf Coast and Rocky Mountain regions. For over two decades, the Company has maintained a unique strategic focus on utilizing CO₂ in its EOR operations and since 2013 has been active in CCUS through the injection of captured industrial-sourced CO₂. The Company currently injects over three million tons of captured industrial-sourced CO₂ annually, and its objective is to fully offset its Scope 1, 2, and 3 CO₂ emissions within this decade, primarily through increasing the amount of captured industrial-sourced CO₂ used in its operations. For more information about Denbury, visit www.denbury.com.

The Denbury Carbon Solutions team was formed in January 2020 to advance Denbury’s leadership in the anticipated high-growth CCUS industry, leveraging its unique capabilities and assets that were developed over the last 20-plus years through its focus on CO₂ EOR.

Follow Denbury on Twitter and LinkedIn.

ABOUT NATURAL RESOURCE PARTNERS

Natural Resource Partners L.P., a master limited partnership headquartered in Houston, TX, is a diversified natural resource company that owns, manages and leases a diversified portfolio of properties in the United States including coal, industrial minerals and other natural resources, as well as rights to conduct carbon sequestration and renewable energy activities. NRP also owns an equity investment in Ciner Wyoming LLC, one of the world’s lowest-cost producers of soda ash. Further information about NRP is available on the partnership’s website at https://nrplp.com.

This press release contains forward looking statements that involve risks and uncertainties, including the nature and extent of agreements reached with nearby emission capture facilities, along with the results of Denbury’s pre-injection period tests and assessments. These statements are based on engineering, geological, financial and operating assumptions that management of both parties believe are reasonable based on currently available information; however, their achievement are subject to a wide range of business risks, and there is no assurance that these goals and projections can or will be met. Actual results may vary materially. In addition, any forward-looking statements represent the parties’ estimates only as of today and should not be relied upon as representing its estimates as of any future date. The parties assume no obligation to update these forward-looking statements.

DENBURY CONTACTS:
Brad Whitmarsh, Vice President, Investor Relations, 972.673.2020, This email address is being protected from spambots. You need JavaScript enabled to view it.
Beth Bierhaus, 972.673.2554, This email address is being protected from spambots. You need JavaScript enabled to view it.

NRP CONTACTS:
Tiffany Sammis, Investor Relations, 713.751.7515, This email address is being protected from spambots. You need JavaScript enabled to view it.

HOUSTON--(BUSINESS WIRE)--Forum Energy Technologies, Inc. (NYSE: FET) today announced that fourth quarter 2021 operating results are expected to be below previously provided guidance levels. Results in the fourth quarter were negatively affected by further supply chain disruptions, which caused both revenue to be deferred and costs to increase. In addition, the company incurred excess logistics and freight costs in an effort to mitigate these supply chain disruptions. Also, medical benefit costs were higher than expected in the fourth quarter due to the direct and indirect effects of the COVID pandemic.

As a result of these factors, revenue and adjusted EBITDA for the fourth quarter of 2021 are now expected to be approximately $148 million and $4 million, respectively.

On a full year basis, 2021 revenue of $541 million and adjusted EBITDA of $20 million are expected to exceed prior year revenue by $29 million and adjusted EBITDA by $40 million, respectively.

Cris Gaut, FET’s Chairman and Chief Executive Officer, commented, “While the ongoing business impact from supply chain disruptions and increased expediting costs are disappointing, we remain pleased with our overall full-year 2021 performance. The team’s hard work to increase our revenue and meaningfully improve profitability over 2020 are commendable. Our bookings of new orders continue to be strong and our fourth quarter book to bill ratio of approximately 1.1x builds upon our already meaningful backlog, setting up continued revenue expansion over the course of 2022.”

“We expect fourth quarter free cash flow of approximately negative $8 million to be better than our previous guidance, despite lower profitability. In addition, we executed several noteworthy strategic moves during the fourth quarter that are not included in the free cash flow calculation, including the collection of a long-term receivable for $11 million in cash. We also repurchased 56 thousand shares of FET common stock for $1.1 million pursuant to our Board authorized stock repurchase plan. In addition, we utilized $4 million in cash for two tuck-in acquisitions of complementary businesses. Overall, net debt increased by $3 million in the quarter. We will share more details on these actions and our 2022 outlook on our earnings call.”

Due to the preliminary nature of this guidance, a reconciliation to net income and cash flow from operations is not currently available. A full reconciliation will be provided with Forum’s fourth quarter and full year 2021 earnings release.

Fourth Quarter and Full Year 2021 Earnings Conference Call

FET will host its fourth quarter and full year 2021 earnings conference call at 10:00 AM CST on Tuesday, March 1, 2022. Forum will issue a press release regarding its fourth quarter and full year 2021 earnings prior to the conference call.

To participate in the earnings conference call, please call 855-757-8876 within North America, or 631-485-4851 outside of North America. The access code is 3080304. The call will also be broadcast through the Investor Relations link on Forum’s website at www.f-e-t.com. Participants are encouraged to log in to the webcast or dial in to the conference call approximately ten minutes prior to the start time. A replay of the call will be available for two weeks after the call and may be accessed by dialing 855-859-2056 within North America, or 404-537-3406 outside of North America. The access code is 3080304.

FET (Forum Energy Technologies) is a global company, serving the oil, natural gas, industrial and renewable energy industries. FET provides value added solutions that increase the safety and efficiency of energy exploration and production. We are an environmentally and socially responsible company headquartered in Houston, TX with manufacturing, distribution, and service facilities strategically located throughout the world. For more information, please visit www.f-e-t.com.

Forward Looking Statements and Other Legal Disclosure

This press release contains 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. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the company, including any statement about the company's future financial position, liquidity and capital resources, operations, performance, acquisitions, returns, capital expenditure budgets, new product development activities, costs and other guidance included in this press release.

These statements are based on certain assumptions made by the company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Among other things, these include the severity and duration of the COVID-19 pandemic and related repercussions resulting from the negative impact on demand for oil and natural gas, the volatility of oil and natural gas prices, oilfield development activity levels, the availability of raw materials and specialized equipment, the company's ability to deliver backlog in a timely fashion, the availability of skilled and qualified labor, competition in the oil and natural gas industry, governmental regulation and taxation of the oil and natural gas industry, the company's ability to implement new technologies and services, the availability and terms of capital, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting the company's business, and other important factors that could cause actual results to differ materially from those projected as described in the company's filings with the U.S. Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which such statement is made and the company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Lyle Williams
Executive Vice President and Chief Financial Officer
713.351.7920
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HOUSTON--(BUSINESS WIRE)--$CRGY--Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers of $200 million aggregate principal amount of 7.250% Senior Notes due 2026 (the “Notes”). The size of the offering was increased from the previously announced $150 million to $200 million. The Notes mature on May 1, 2026, pay interest at the rate of 7.250% per year, payable on May 1 and November 1 of each year. The first interest payment on the Notes will be made on May 1, 2022. The Notes were priced at 101% of par, plus accrued and unpaid interest from November 1, 2021. This offering is expected to close on February 10, 2022, subject to customary closing conditions.

The Notes are being offered as additional notes under the indenture (the “Indenture”) pursuant to which the Issuer issued, on May 6, 2021, $500 million aggregate principal amount of 7.250% Senior Notes due 2026 (the “Existing Notes”). The Notes will have substantially identical terms, other than the issue price, the issue date and the first interest payment date, as the Existing Notes, and the Notes and the Existing Notes will be treated as a single class of securities under the Indenture. The Issuer intends to use the net proceeds from this offering to repay a portion of the amounts outstanding under its revolving credit facility.

The Notes have not been registered under the Securities Act, or any state securities laws, and, unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.

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

About Crescent Energy Company

Crescent Energy Company is a U.S. independent energy company with a portfolio of assets in basins across the lower 48 states.

Cautionary Statement Regarding Forward-Looking Information

Additionally, this communication contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations. The words and phrases “should”, “could”, “may”, “will”, “believe”, “think”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “target”, “goal” and similar expressions identify forward-looking statements and express our expectations about future events. This communication includes statements regarding this private placement and the use of proceeds therefrom that may contain forward-looking statements within the meaning of federal securities laws. We believe that our expectations are based on reasonable assumptions; however, no assurance can be given that such expectations will prove to be correct. A number of factors could cause actual results to differ materially from the expectations, anticipated results or other forward-looking information expressed in this communication, including liquidity and financial market conditions, adverse market conditions, governmental regulations, and the impact of world health events such as the ongoing COVID-19 pandemic. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially from our expectations due to a number of factors, including, but not limited to, those items identified as such in the Final Prospectus, dated November 3, 2021, filed by Crescent Energy Company with the U.S. Securities and Exchange Commission.

Many of such risks, uncertainties and assumptions are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We do not give any assurance (1) that we will achieve our expectations or (2) concerning any result or the timing thereof.

All subsequent written and oral forward-looking statements concerning this offering, the use of proceeds therefrom, Crescent Energy Company and the Issuer or other matters and attributable thereto or to any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. We assume no duty to update or revise their respective forward-looking statements based on new information, future events or otherwise.

Emily Newport
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KANSAS CITY, Mo.--(BUSINESS WIRE)--$CORR #dividend--CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA) ("CorEnergy" or the "Company") announced today that its Board of Directors declared a fourth quarter 2021 dividend of $0.05 per share for its common stock, consistent with the preceding quarter. The dividend is payable on February 28, 2022 to shareholders of record on February 14, 2022.

The Board of Directors also declared a cash dividend of $0.4609375 per depositary share for the Company’s 7.375% Series A Cumulative Redeemable Preferred Stock. The preferred stock dividend, which equates to an annual dividend payment of $1.84375 per depositary share, is payable on February 28, 2022, to shareholders of record on February 14, 2022.

Fourth Quarter and Full Year 2021 Results Release Date

The Company announced that it will report results for its fourth quarter and full year ended December 31, 2021, on March 14, 2022.

CorEnergy will host a conference call on Monday, March 14, 2022, at 10:00 a.m. Central Time to discuss its financial results. Please dial into the call at +1-973-528-0011 at least five minutes prior to the scheduled start time.

The call will also be webcast in a listen-only format. A link to the webcast will be accessible at corenergy.reit.

A webcast replay of the conference call will be available on the Company’s website at corenergy.reit. A replay of the call will be available until April 13, 2022, by dialing +1-919-882-2331. The Conference ID is 44517.

About CorEnergy Infrastructure Trust, Inc.

CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA) is a real estate investment trust that owns and operates or leases regulated natural gas transmission and distribution and crude oil gathering, storage and transmission pipelines and associated rights-of-way. For more information, please visit corenergy.reit.

Forward-Looking Statements

This press release contains certain statements that may include "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. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although CorEnergy believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in CorEnergy's reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, CorEnergy does not assume a duty to update any forward-looking statement. In particular, any distribution paid in the future to our stockholders will depend on the actual performance of CorEnergy, its costs of leverage and other operating expenses and will be subject to the approval of CorEnergy's Board of Directors and compliance with leverage covenants.

Source: CorEnergy Infrastructure Trust, Inc.

CorEnergy Infrastructure Trust, Inc.
Investor Relations
Debbie Hagen or Matt Kreps
877-699-CORR (2677)
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• Revenue of $28.8 million, up 6% over prior-year period; Fiscal year-to-date revenue
  increased 16%
• Diluted loss per share of $0.35 primarily due to Navy project labor and material cost overruns at Batavia facility
• Added more contract resources in Batavia, NY to ensure timely execution of defense projects; significantly contributed to third quarter loss
• Suspended dividend; obtained waiver of financial covenants and is working with lender to amend credit facility in fourth quarter
• Defense industry revenue and order backlog validate success of strategy to diversify beyond refining and petrochemical industry
  • Defense revenue in quarter of $16.6 million represents 58% of total revenue
  • Record backlog of $272.6 million comprised of 77% from defense industry
  • Orders of $68 million in the quarter included $37.3 million of orders received by BN
• Barber-Nichols (“BN”) performance to date exceeding expectations

BATAVIA, N.Y.--(BUSINESS WIRE)--Graham Corporation (NYSE: GHM), a global business that designs, manufactures, and sells critical equipment for the defense/space, energy/new energy, and chemical/petrochemical industries, today reported financial results for its third quarter and nine months ended December 31, 2021, of the fiscal year ending March 31, 2022 (“fiscal 2022”). Financial results include those of Barber-Nichols (“BN”) from the date it was acquired on June 1, 2021.

Daniel J. Thoren, President and CEO, commented, “While we are executing on our diversification strategy to increase our participation in the defense industry and more than half of our revenue in the third quarter was generated from tier one defense contractors, there are clearly challenges within our Batavia, NY defense operations. We understand the issues and we are aggressively taking steps to resolve them.”

He noted, “The current high volume of defense work has exceeded the labor capacity of our Batavia facility, as its growth inflection coincided with the COVID-19 pandemic onset. To maintain critical schedules on two major Navy projects, we chose to incur substantial additional costs, primarily through the use of contract welders and outsourcing commercial work where possible. This led to significant cost overruns and drove the disappointing results in the quarter, the breach of our financial covenants under our term loan and revolving credit facility, and the need to suspend our dividend. We believe the long-term benefit of maintaining our position with our defense customers outweighed the short-term cost. We expect the need for these extraordinary additional costs for these two large U.S. Navy projects will be largely behind us after the first half of fiscal 2023.

“To ensure we meet delivery requirements for all customers and improve long-term margins, we are moving quickly to address the labor capacity and operational issues in Batavia by expanding our skilled labor force via training investments, reducing the use of contract labor and adding a dedicated business leader for even greater focus on our Navy channel. Additionally, to drive profitability for repeat Navy projects, we are improving documentation of build processes and reviewing current and new contract pricing models.”

Mr. Thoren concluded, “Our short-term challenges are real and we are addressing them head-on. That said, I remain enthusiastic about the future of the Company. We have positive momentum with our diversification strategy and BN is on track to deliver above expectations on our acquisition plan. We have record backlog and had several significant defense industry wins in the quarter. In our refining and chemical/petrochemical business, demand in our aftermarket business has accelerated, which is typically a leading indicator of recovery in those markets. We believe we are also well positioned in new energy as well as our traditional commercial markets. As we look out over the next three years, we believe our strategy will result in a stronger business with materially expanded margins and high single digit to low double digit top-line growth.”

Third Quarter Fiscal 2022 Sales Summary (All comparisons are with the same prior-year period unless noted otherwise.)

Net sales of $28.8 million increased 6%, or $1.6 million, as the $12.0 million in BN sales more than offset declines in the refining and chemical business. Sales to the defense industry were $16.6 million, up from $4.5 million while sales to the refining industry were $4.0 million, down from $16.5 million. Space, a new industry for the Company resulting from the BN acquisition, contributed $1.5 million in revenue. See the accompanying financial tables for a further breakdown of sales by industry and region.

Fluctuations in Graham’s sales among geographic locations and industries can vary measurably from quarter-to-quarter based on the timing and magnitude of projects. Graham does not believe that such quarter-to-quarter fluctuations are indicative of business trends.

Third Quarter Fiscal 2022 Performance Review (All comparisons are with the same prior-year period unless noted otherwise.)

*Graham believes that Adjusted EBITDA (defined as consolidated net (loss) income before net interest expense, income taxes, depreciation, amortization, other acquisition related expenses (income), and other nonrecurring expenses), and Adjusted EBITDA margin (Adjusted EBITDA as a percentage of sales), which are non-GAAP measures, help in the understanding of its operating performance. Moreover, Graham’s credit facility also contains ratios based on EBITDA. Graham also believes that adjusted diluted (loss) earnings per share, which excludes intangible amortization, other costs related to the acquisition, and other nonrecurring (income) expenses, provides a better representation of the cash earnings of the Company. See the attached table on page 10 for additional important disclosures regarding Graham’s use of Adjusted EBITDA, Adjusted EBITDA margin and Adjusted diluted (loss) earnings per share as well as the reconciliation of net (loss) income to Adjusted EBITDA and Adjusted diluted (loss) earnings per share.

The significant decline in gross profit and contraction of gross margin reflected the higher-than-expected costs related to the defense business at Graham’s Batavia operations. Resources have been redirected to ensure critical defense orders meet customers’ delivery expectations. In addition, higher cost contracted labor has been employed to address the Company’s U.S. Navy business requirements.

Selling, general and administrative (“SG&A”) expenses in the third quarter of fiscal 2022 were $5.0 million, up $0.1 million primarily as a result of acquisition amortization expense. SG&A expenses related to BN was $1.2 million, including intangible asset amortization. The prior-year period included higher incentive compensation and costs related to the BN acquisition.

Net loss and loss per diluted share were $3.7 million and $0.35, respectively. On a non-GAAP basis, which excludes intangible amortization, other costs related to the acquisition, and other nonrecurring (income) expenses, adjusted diluted loss per share was $0.27.

YTD Fiscal 2022 Performance Review (Compared with the prior-year period unless noted otherwise)

Net sales for the first nine months of fiscal 2022 were $83.1 million, up $11.3 million, or 16%, driven by sales of $31.9 million from the BN acquisition. Sales to the defense industry increased $26.1 million to $43.5 million, representing 52% of total revenue. The expansion in defense was partially offset by declines in the commercial refining markets, primarily in Asia.

Sales in the U.S. increased $27.4 million, or 73%, to $64.8 million and was 78% of total sales in the first nine months of fiscal 2022. International sales, which accounted for 22% of total sales, decreased by $16.1 million, or 47%, to $18.3 million.

Gross profit and margin were down compared with the prior-year period due to the same factors which impacted the quarter. The impact of the low margin defense projects and related cost overruns in the Batavia operations are expected to lessen over the next few quarters and be largely behind us after the end of September 2022. The BN acquisition has helped to offset those losses.

SG&A expenses in the first nine months of fiscal 2022 were $15.2 million, including intangible amortization of $0.6 million, an increase of $2.1 million, compared with SG&A expenses of $13.1 million in the first nine months of fiscal 2021. The increase was due to the addition of the BN business which has added $3.1 million in incremental expenses, including $0.6 million of intangible amortization. Offsetting this increase were reduced costs associated with acquisition activities and incentive compensation.

Cash Management and Balance Sheet

Cash, cash equivalents and investments at December 31, 2021, were $14.0 million compared with $16.5 million at September 30, 2021.

Net cash used by operating activities for the first nine months of fiscal 2022 was $14.6 million compared with $0.7 million of cash generated for the first nine months of fiscal 2021. The increase in cash used was primarily due to operating losses and timing of working capital requirements.

Debt at the end of the quarter included $19 million principal on the $20 million term loan and $9.75 million drawn on the $30 million revolver. The third quarter loss resulted in the Company being out of compliance with two financial covenants under the term loan and revolver for which the Company subsequently obtained a waiver. The Company was in compliance with its fixed asset coverage ratio at the end of the third quarter. Graham is working with its lender to execute an amended credit facility in the fourth quarter of fiscal 2022.

The Board of Directors also has suspended its dividend subject to the Company’s analysis of capital allocation priorities and any requirements of a revised lending agreement.

Jeffrey F. Glajch, Chief Financial Officer, commented, “We believe we have sufficient liquidity between our cash generated from operations and cash on hand for the foreseeable future. In fact, in the month of January 2022, we paid down nearly $4 million on our revolver with cash generated from operations. Unfortunately, the unexpected extended period of significant losses incurred at our Batavia operations impacted our ability to meet our financial covenants and required a waiver. We have been proactively working with our lender with the goal to have an amended lending agreement in place by fiscal year end.”

Capital expenditures in the quarter were $0.7 million and fiscal year-to-date were $1.9 million. The Company now expects capital expenditures for fiscal 2022 to be between $2.5 million to $3.0 million.

Orders and Backlog

Orders for the three-month period ended December 31, 2021, were up $6.2 million, or 10%, to $68.0 million compared with $61.8 million for the same period of fiscal 2021. BN orders in the quarter were $37.3 million.

Defense industry orders were $45.6 million in the quarter. Included in the defense industry awards was a contract to provide alternators and regulators for the MK 48 MOD 7 heavyweight torpedo over a multi-year period. This order also includes possible option awards for an additional six years. Other defense orders included Block V Virginia-class Submarine torpedo ejection pumps and heat exchangers for the submarines.

After-market and small parts orders for the refining and chemical/petrochemical markets were approximately $7 million in the third quarter. The Company also received an order to supply ejectors and condensers for a new refinery in China.

Backlog at December 31, 2021, was $272.6 million, compared with $233.2 million at September 30, 2021, a 17% increase, and $137.6 million at March 31, 2021. Approximately 40% to 50% of orders currently in our backlog are expected to be converted to sales within one year. Most of the orders that are expected to convert beyond twelve months are for the defense industry, specifically the U.S. Navy.

Backlog by industry at December 31, 2021, was approximately:

• 77% for defense projects
• 11% for refinery projects
• 5% for chemical/petrochemical projects
• 3% for space projects
• 4% for other industrial applications

Fiscal 2022 Guidance

Revenue in fiscal 2022 is now expected to be $120 million to $125 million which implies revenue of $37 million to $42 million in the fourth quarter. Fiscal 2022 revenue expectations include BN’s anticipated 10-month revenue contribution for the fiscal year of approximately $45 million to $48 million in revenue.

Adjusted EBITDA* is expected to be a loss of approximately $5 million, which implies breakeven adjusted EBITDA in the fourth quarter of fiscal 2022.

The Company adjusted its expectations for gross margin for fiscal 2022 to now be approximately 8% to 10% and for SG&A expenses to be approximately 16% to 17% of sales. The expected effective tax rate for fiscal 2022 is approximately 18% to 20%.

*Please refer to and read the safe harbor statement below regarding forward-looking non-GAAP measures.

Webcast and Conference Call

Graham’s management will host a conference call and live webcast today at 4:45 p.m. Eastern Time to review its financial condition and operating results for the third quarter of fiscal 2022, as well as its strategy and outlook. The review will be accompanied by a slide presentation, which will be made available immediately prior to the conference call on Graham’s website at https://ir.grahamcorp.com/. A question-and-answer session will follow the formal presentation. Graham’s conference call can be accessed by calling (201) 689-8560. Alternatively, the webcast can be monitored on Graham’s investor relations website.

A telephonic replay will be available from 7:45 p.m. ET today through Monday, February 14, 2022. To listen to the archived call, dial (412) 317-6671 and enter conference ID number 13725923. A transcript of the call will be placed on Graham’s website, once available.

ABOUT GRAHAM CORPORATION

Graham is a global business that designs, manufactures, and sells critical equipment for the defense/space, energy/new energy, and chemical/petrochemical industries. The Graham and Barber-Nichols’ global brands are built upon world-renowned engineering expertise in vacuum and heat transfer, cryogenics, and turbomachinery technologies, as well as the Company’s responsive and flexible service and unsurpassed quality.

Graham routinely posts news and other important information on its website, www.graham-mfg.com, where additional comprehensive information on Graham Corporation and its subsidiaries can be found.

Safe Harbor Regarding Forward Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “outlook,” “anticipates,” “believes,” “implies”, “could,” “opportunities,” “goal,” “plans,” ”may,” “will,” and other similar words. All statements addressing operating performance, events, or developments that Graham Corporation expects or anticipates will occur in the future, including but not limited to, its dividend, any future waivers of financial covenants, any amendments to its credit facility, its ability and the timing needed to address challenges in its defense business, including at the Batavia, NY operations, profitability of future projects, the development and impact of better documentation of build processes and pricing models, its ability to meet customers’ delivery expectations, the future impact of low margin defense projects and related cost overruns, anticipated capital contributions, the future expected contributions of BN, expected expansion and growth opportunities within its domestic and international markets, anticipated revenue, adjusted EBITDA, adjusted EBITDA margins, and SG&A expenses, the timing of conversion of backlog to sales, market presence, profit margins, tax rates, foreign sales operations, its ability to improve cost competitiveness and productivity, customer preferences, changes in market conditions in the industries in which it operates, labor constraints, the effect on its business of volatility in commodities prices, including, but not limited to, changes in general economic conditions and customer behavior, forecasts regarding the timing and scope of the economic recovery in its markets, its acquisition and growth strategy and its operations in China, India and other international locations, are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Graham Corporation’s most recent Annual Report filed with the Securities and Exchange Commission, included under the heading entitled “Risk Factors.”

Should one or more of these risks or uncertainties materialize or should any of Graham Corporation’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Graham Corporation’s forward-looking statements. Except as required by law, Graham Corporation disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.

In addition, forward looking adjusted EBITDA and adjusted EBITDA margin are non-GAAP measures. The Company is unable to present a quantitative reconciliation of these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures because such information is not available, and management cannot reliably predict the necessary components of such GAAP measures without unreasonable effort or expense. In addition, the Company believes that such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company’s fiscal 2022 financial results. These non-GAAP financial measures are preliminary estimates and are subject to risks and uncertainties, including, among others, changes in connection with purchase accounting, quarter-end and year-end adjustments. Any variation between the Company’s actual results and preliminary financial data set forth above may be material.

FINANCIAL TABLES FOLLOW.

For more information:
Jeffrey F. Glajch
Vice President - Finance and CFO
Phone: (585) 343-2216
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Deborah K. Pawlowski
Kei Advisors LLC
Phone: (716) 843-3908
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DUBLIN--(BUSINESS WIRE)--The "Radon Detector Market Forecast to 2027 - COVID-19 Impact and Global Analysis By Type and Application" report has been added to ResearchAndMarkets.com's offering.

The global radon detector market was valued at US$ 514.88 million in 2019 and is anticipated to reach US$ 877.68 million by 2027; it is expected to grow at a CAGR of 6.89% from 2019 to 2027.

The COVID-19 outbreak hindered the growth of the global market in 2020, and thus there is a decline in the y-o-y growth. However, the growth is expected to normalize from 2021 onward and the market is projected to grow at a steady pace.

Presently, majority of revenue share in the global radon detectors market is contributed by developed regions such as North America and Europe owing to high awareness among end users and supportive government and industrial regulations related to radon detection in these regions.

However, the low penetration of radon detector solutions in developing countries of Asia Pacific is anticipated to offer lucrative growth opportunities for market players in the coming years. Asia Pacific is growing with several potential growth markets, such as China, India, and South East Asian countries, for such solutions.

In addition, the growing trend of workplace automation and digitalization across industries coupled with rising government expenditure to boost industrial and commercial development in Asian countries would propel the adoption of radon detectors across the region in the coming years.

Huge population growth, growing urbanization and industrialization, rising disposable income, increasing awareness of health, and surging adoption of smart connected devices are expected to boost the growth of radon detectors market in APAC during the forecast period.

Airthings; Bertin Instruments; Radonova; SunRADON LLC; Durridge; Quarta-Rad Inc.; Family Safety Products, Inc.; BRK Brands, Inc.; PRO-Lab; and Radiation Safety Services, Inc. are among the prominent players operating in the market.

Market Dynamics

Market Drivers

• Increasing Importance and Awareness of Indoor Air Quality
• Positive Impact of Radon related Codes and Standards

Market Restraints

• Lack of Awareness and Technical Expertise

Market Opportunities

• Growth Opportunities for Radon Detectors in Developing Markets

Future Trends

• Continuous Advancements in Radon Detector Solutions to Fuel Future Demand

Companies Mentioned

• Airthings
• BERTIN INSTRUMENTS
• BRK Brands, Inc.
• DURRIDGE
• Family Safety Products, Inc.
• PRO-LAB
• Quarta-Rad Inc.
• Radiation Safety Services, Inc.
• Radonova
• SunRADON LLC

For more information about this report visit https://www.researchandmarkets.com/r/23nwww

ResearchAndMarkets.com
Laura Wood, Senior Press Manager
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For E.S.T Office Hours Call 1-917-300-0470
For U.S./CAN Toll Free Call 1-800-526-8630
For GMT Office Hours Call +353-1-416-8900

WINDSOR, Conn.--(BUSINESS WIRE)--#FuelCell--Senator Richard Blumenthal (D-CT) today visited Infinity Fuel Cell and Hydrogen, Inc., at its offices in Windsor, CT. The primary purpose of the senator’s visit was to publicize and advocate for the U.S. Innovation and Competition Act. The act allocates funds to help alleviate supply chain issues that are impacting companies like Infinity in Connecticut and around the country, and foster breakthrough innovation.

After learning about Infinity’s technology and current contracts, and touring the company, Senator Blumenthal commented on the Infinity’s efforts and advocated for the bill.

“I am really excited and proud of the work done here by Infinity on fuel cells that will go into space and help America compete better here on earth,” he said and added, “it is enormously important that we support Infinity and other innovative and important companies doing groundbreaking work through the US Innovation and Competition Act.”

Infinity founder and CEO, Bill Smith, greeted Senator Blumenthal and acknowledged the effect of supply bottle necks on the company. “We have experienced supply chain issues, particularly with electronics and semiconductors, that have directly impacted some of the experiments we are preparing right now. We look forward to the support the act will present to the industry and to the whole country.”

Smith added that this comes at a critical time for the company as its designs and prototypes are beginning to go into production.

Video highlights of the visit are available here

About Infinity: Founded in 2002, Infinity Fuel Cell and Hydrogen, Inc. is a market leader in the design and manufacture of air-independent, zero-gravity electrochemical systems including fuel cell systems for space and underwater applications. Infinity is also developing electrolysis technologies that can generate hydrogen and oxygen directly at 2000 psi and above.

Mark Sackler, Director--Corporate Communication
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+1-860-882-4503

• Drone Stations from H3 Dynamics Avoids Sending Drone Pilots to Remote Solar Farms
• H3 Dynamics Partners with Sitemark to Provide Autonomous Analytics as a Service from its Drone Stations

SINGAPORE--(BUSINESS WIRE)--#drones--H3 Dynamics is announcing a new Robots-as-a-service solution for autonomous solar farm monitoring in partnership with Sitemark, a specialist AI-analytics company from Belgium.

The new partnership combines the DBX drone-in-a-box robots from H3 Dynamics with visual & thermal analytics from Sitemark to automate and scale up remote monitoring operations in large solar farm installations. Sitemark’s solutions have been deployed by Total, Bouygues, EDF, Engie and Orix to inspect over 30,000 ha of solar PV parks in 35 countries.

Designed as the “eyes and ears” of solar farm owners and operators, the DBX robot (video) can be deployed permanently at solar farms to track solar farm construction progress, identify solar panel degradation and provide on-site security.

“The unique combination of Sitemark Fuse and H3 Dynamics’ DBX will change the way data is captured and processed throughout the entire lifecycle of solar power assets”, says Michiko Lloyd, CEO of Sitemark.

H3 Dynamics is automating inspections across smart cities, precision agriculture, water infrastructure, and ports. Last month the company announced DBX G7, an agnostic Drone-in-a-Box platform capable of automating drones from any manufacturer, and deploying expert analytics from any developer.

In the wake of Covid-19, we are shifting the global drone industry towards an open tele-operations paradigm. “Our goal is to provide the world’s best data services from specialist vendors all over the world, available at any of our DBX installations globally” says Taras Wankewycz, H3 Dynamics’ CEO.

About H3 Dynamics: www.h3dynamics.com

H3 Dynamics is scaling autonomous analytics services using battery drones, prior to introducing new hydrogen technology capable of longer range and heavier payloads. The company will enable autonomous hydrogen air cargo as a second step and scale to manned aviation as a final step. Started in 2015 in Singapore, the company services clients globally from Austin, Singapore and Paris.

About Sitemark: www.sitemark.com

Sitemark develops digital solutions that empower field teams and asset owners in the solar power industry. Using drones, satellites, and an analytics platform rooted in AI, Sitemark creates digital twins of physical sites to assess critical data more effectively.

Samuel Chauffaille
VP Robotics Unit
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• Allego confirms its 2021 revenue and positive operational EBITDA guidance. Utilization rate¹, a key performance metric, continues to experience a solid upward trend owing to significantly higher EV penetration rates in Europe.
• Allego signed a long-term partnership with Nissan in 16 countries and across more than 600 locations to install, operate, and maintain fast-charging solutions.
• The Company closed the first-of-its-kind special purpose project finance vehicle to support the development of more than 2,000 fast and ultra-fast EV charge points at over 200 locations across France powered entirely by renewable energy, in partnership with the leading French supermarket chain Carrefour.
• The Company also announced the expansion of ultra-fast charging locations in the Netherlands, Belgium (recently securing the largest number of sites compared to the competition along highways in Flanders) and France, and extended its existing relationship with REWE Nord, one of the leading supermarkets in Germany.
• The Honorable Jane F. Garvey, the 14^th Administrator of the U.S. Federal Aviation Administration, will assume the role of Chairwoman of the combined company's Board of Directors upon the closing of the business combination.

PARIS & ARNHEM, Netherlands & NEW YORK--(BUSINESS WIRE)--Allego Holding B.V. (“Allego” or “the “Company”), a leading pan-European electric vehicle charging network that announced a business combination with Spartan Acquisition Corp. III (“Spartan”) (NYSE: SPAQ), is providing a financial and strategic update on several performance highlights before the release of the audited financial statements for the fiscal year ending December 31, 2021.

Selected Financial Highlights for Full Year 2021²

• Revenues are on target with at least €86 million for fiscal year 2021, an increase of over 95% compared to fiscal year 2020, driven by the diversity of charging and services mix. This was achieved through 6.1 million charging sessions, representing an increase of 65% over the prior year, all facilitated by the robustness of the Company's proprietary technology platforms.

• Allego expects strong utilization trends to continue in 2022 amidst rapid growth of its network, from secured sites and expanded B2B partnerships.

• Allego’s network delivered 83GWh of clean, 100% renewable energy to EV drivers in 2021, an increase of 77% from 2020. Therefore, its network enabled 414 million green kilometers (258 million miles) compared with 234 million green kilometers (145 million miles) in 2020.

• Utilization rate³, a key performance metric, reached its highest average in December 2021 at 7.6%, almost doubling from pre-pandemic levels, despite lockdown measures in the Netherlands, one of Allego’s most active countries. Utilization rates remained resilient through 2020 and 2021, as demand significantly exceeded supply, and EV sales were three times higher than in the US. ⁴

• Total unique users on Allego’s network at the end of 2021 increased by about 70% compared to the prior year, bringing the total cumulative users on Allego’s network since its founding to 620,000 customers. Allego’s network continued to have an approximate 80% recurring rate per month. The Company benefits from scale advantages with a presence across 12 countries and more than 28,000 charging ports.

• In November 2021, Allego and Meridiam closed the first-of-its-kind special purpose project finance vehicle for EV charging infrastructure, which will support the construction of more than 2,000 fast and ultra-fast charge points at over 200 locations across France, in partnership with Carrefour. The total transaction size amounted to €138 million, approximately €55 million of which was financed by senior debt from seven leading European commercial banks committed to green energy and sustainable mobility. The financing received the Green Loan label due to its positive environmental impact.

Mathieu Bonnet, CEO of Allego, said, “I am extremely proud of the team and delighted with the significant progress we have achieved under dynamic market conditions since the business combination announcement as we continue to execute our growth strategy. Both the marquee partnerships we have signed and strong tailwinds in EV penetration in Europe contribute to robust utilization rates and new opportunities to scale the business. Allego’s proprietary software and cloud solutions provide the Company with a unique technological edge. We have generated a backlog of approximately 800 long-term sites in high-traffic and premium locations and over 500 sites in the pipeline to support our future growth.”

Ton Louwers, CFO, added, “The novel project finance transaction is a testament to investors and partners’ confidence in Allego’s unique planning tools and long-term business strategy, providing us with access to a significant amount of growth capital at attractive rates.”

Mr. Bonnet continued, “The European EV market is rapidly expanding, with EV sales in December 2021 outpacing those of diesel cars for the first time⁵. Coupled with favorable environmental regulation, high urbanization rates, scarcity of in-home parking in dense cities, and significant interurban traffic, we expect that the fundamentals for our business will remain resilient for years to come.”

Recent Operating and Strategic Initiatives:

• Allego agreed to open 120 new fast charging EV stations across the Netherlands and Belgium, and separately secured 13 additional ultra-fast charging locations along major highways in Flanders, Belgium. Additionally, the Company entered a partnership to install ultra-fast charging locations in France.
  Allego expanded its existing partnership with Van der Valk VDC, a prominent European hotel group, to offer fast charging facilities at over 50 hotels across the Netherlands and Belgium. (October 8, 2021)
  
  In a project co-financed by the European Union and the Flemish Agency for Roads and Traffic, Allego expects to install 28 ultra-fast charging stations by the end of this year and to double it to 56 ultra-fast stations by the middle of 2024. (January 20, 2022)
  
  The Company plans to build five ultra-fast charging locations near one of France’s highly trafficked A355 Motorways, with over 28,000 individual vehicles utilizing the road each day. (January 21, 2022)

• Allego entered into a strategic partnership with Nissan.
  Spanning 16 countries and across more than 600 locations, Allego plans to install, operate, and maintain DC fast charging solutions of 50kW and 24kW. The partnership provides the full scope of charge point operations services for Allego DC charging hardware at Nissan dealer charging networks with five-year service and maintenance contracts for each charger. (December 2, 2021)

• The Honorable Jane Garvey was appointed Chairwoman of the Board of Allego.
  Upon the closing of the business combination with Spartan, Ms. Garvey, the 14th Administrator of the U.S. Federal Aviation Administration (FAA), is expected to assume the role of Chairwoman of the Board of Directors of Allego N.V., the combined company. Ms. Garvey served under Presidents Bill Clinton and George W. Bush. (November 30, 2021)

• Allego expanded its partnership with REWE Nord to build hundreds of new charging locations across Germany.
  The partnership extension aims to increase the number of fast charging to over 100 locations within the REWE Nord network from the initial 14 fast-charging locations established in 2018. REWE Nord is the leading food retailer in Germany. (November 16, 2021)

About Allego
Allego delivers charging solutions for electric cars, motors, buses, and trucks, for consumers, businesses, and cities. Allego’s end-to-end charging solutions make it easier for companies and cities to deliver the infrastructure drivers need. In contrast, the scalability of our solutions makes us the partner of the future. Founded in 2013, Allego is a leader in charging solutions, with an international charging network that comprises more than 28,000 charge ports operational throughout Europe – and proliferating. Our charging solutions are connected to our proprietary platform, EV-Cloud, which gives our customers a complete portfolio of features and services to meet and exceed market demands. We are committed to providing independent, reliable, and safe charging solutions, agnostic of vehicle model or network affiliation. At Allego, we strive every day to make EV charging easier, more convenient, and more enjoyable for all.

About Spartan Acquisition Corp. III
Spartan Acquisition Corp. III is a special purpose acquisition entity focused on the energy value chain. It was formed to enter into a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Spartan is sponsored by Spartan Acquisition Sponsor III LLC, owned by a private investment fund managed by an affiliate of Apollo Global Management, Inc. (NYSE: APO). For more information, please visit www.spartanspaciii.com.

Forward-Looking Statements.

All statements other than statements of historical facts contained in this press release (“Press Release”) are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or phrases) 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 estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified in this Press Release, and on the current expectations of Allego’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on 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 may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Allego. These forward-looking statements are subject to several risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political, and legal conditions; (ii) risks related to the rollout of Allego’s business strategy and the timing of expected business milestones; (iii) risks related to the consummation of the proposed business combination with Spartan being delayed or not occurring at all; (iv) risks related to political and macroeconomic uncertainty; (v) the risk that the operating and strategic initiatives described in the press release are delayed or do not occur at all; (vi) the risk that the benefits to Allego of the operating and strategic initiatives described in the press release are delayed, are less than anticipated or do not occur at all; and (vii) the impact of the global COVID-19 pandemic, including its impact on any of the foregoing risks. If any of these risks materialize or Allego’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Allego does not presently know or that Allego currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Allego’s expectations, plans, or forecasts of future events and views as of the date of this Press Release. Allego anticipates that subsequent events and developments will cause Allego’s assessments to change. However, while Allego may elect to update these forward-looking statements at some point in the future, Allego expressly disclaims any obligation to do so unless required by applicable law. These forward-looking statements should not be relied upon as representing Allego’s assessments as of any date after this Press Release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

¹ Utilization rate, a key performance measure, is referenced for ultra-fast chargers.
² The unaudited financial highlight included in this press release may vary from actual results after finalizing the audit for the year ended December 31, 2021, and such variance may be material.
³ Utilization rate, a key performance measure, is referenced for ultra-fast chargers.
⁴ Source: LMC Automotive
⁵ Source: Financial Times

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SAN DIEGO--(BUSINESS WIRE)--Teledyne Marine, a business unit of Teledyne Technologies Incorporated (NYSE:TDY) and a leading supplier of marine technology, has received an Indefinite Delivery/Indefinite Quantity (IDIQ) contract from the United States Geological Survey (USGS) for up to $16 million over a five-year period. The contract encompasses products from across the Teledyne Marine portfolio to support the agency’s diverse initiatives. The USGS is tasked with providing science about the natural hazards that threaten lives and livelihoods; the water, energy, minerals, and other natural resources; the health of our ecosystems and environment; and the impacts of climate and land-use change.

The IDIQ contract includes, but is not limited to, Teledyne RD Instruments Acoustic Doppler Current Profilers (ADCPs) for current profiling, stream monitoring and discharge measurements; Teledyne Oceanscience Unmanned Surface Vehicles (USVs) for remote controlled surveys and data collection; and Teledyne RESON and Teledyne ODOM multibeam and single beam sonars for high-resolution hydrographic surveys.

The Teledyne Marine brands have been supplying the USGS with technology to support their endeavors for over 20 years and the expansion of offering in this latest IDIQ emphasizes Teledyne’s ongoing commitment to support the agency in their mission critical endeavors. “Teledyne Marine looks forward to continuing our long-standing service to the USGS by providing them with the leading-edge tools and technology they need to conduct critical science and environmental monitoring,” said Mike Read, President, Teledyne Marine. “The use of our instrumentation and vehicles will enable better decisions and policies impacting the United States, its natural resources, and the natural hazards that threaten it. We’re honored to play a continued and substantial role in this important work.”

About Teledyne Marine

Teledyne Marine is a world class Marine Systems business that is part of Teledyne Technologies Incorporated. Teledyne Marine has become the market leader in Imaging, Instruments, Interconnect, Seismic, and Vehicle technologies by providing innovative and highly reliable total solutions to our customers. Teledyne Marine is committed to providing premium products backed by a dedicated service and support team. For more information, visit Teledyne Marine’s website at www.teledynemarine.com

Teledyne Marine
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Customized, implementable decarbonization roadmaps key to advance the region’s climate and sustainability agenda

SINGAPORE--(BUSINESS WIRE)--Clear and ambitious decarbonization roadmaps will help Asia achieve an equitable energy transition, yet more than 50 percent of industry respondents in Black & Veatch’s 2022 Asia Electric Report lack such plans.

As more integrated generation, transmission and distribution energy solutions will be needed to support Asia’s net-zero commitments, strategic decarbonization planning and road mapping will facilitate the evaluation of existing and emerging technologies and steer decision-making over five, ten and twenty-plus year time horizons.

The future of energy will include harnessing natural resources like solar and wind power, hydro resources, new biofuels, battery chemistry and integrated vehicle charging infrastructure. Green hydrogen is emerging as an alternative fuel of the future, given its potential in decarbonizing power generation and transport, heating domestic and commercial buildings, and supporting industrial feedstock and hard-to-abate industrial processes.

“As a global full-service infrastructure provider with technical and commercial expertise, Black & Veatch is working with clients across industries and regions to identify sustainable pathways that balance the necessity of adopting decarbonized solutions with maintaining competitive advantages and supporting economic growth.

“To meet the diverse energy needs of developed and developing Asia, key stakeholders will require different road mapping programs, and related implementation support, to move initiatives from planning to execution stages in efforts to achieve fair and just energy transition objectives,” says Yatin Premchand, managing director, APAC, Black & Veatch Global Advisory.

Key stakeholders include governments, financiers, utilities, energy companies, transportation and logistics providers, and large energy consumers.

Premchand will discuss other key strategies for a fair energy transition in Asia at the Economist Impact’s Sustainability Week Asia on 14 February during the panel discussion, “Power disrupted: A fair energy transition in Asia.”

Editor’s Notes:

• The U.S. Trade and Development Agency (USTDA) has awarded a grant to Thailand’s SCG International to study the best path for accelerating electric vehicle (EV) adoption at hundreds of sites across SCG’s portfolio of business, including cement. Black & Veatch will be providing a strategic roadmap for SCG’s decarbonization of its transportation fleet.
• According to Black & Veatch’s 2021 Corporate Sustainability, Goal Setting and Measurement Report, more than 80 percent of companies surveyed with revenues greater than US$250 million have set decarbonization goals, yet 25 percent have set goals at such a level that they are unsure how they will meet them.

About Black & Veatch

Black & Veatch is a 100-percent employee-owned global engineering, procurement, consulting and construction company with a more than 100-year track record of innovation in sustainable infrastructure. Since 1915, we have helped our clients improve the lives of people around the world by addressing the resilience and reliability of our most important infrastructure assets. Our revenues in 2020 exceeded US$3.0 billion. Follow us on www.bv.com and on social media.

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CSI Special Meeting of Shareholders is Scheduled for March 16, 2022 to Approve Proposed Pineapple Merger

MINNETONKA, Minn.--(BUSINESS WIRE)--Communications Systems, Inc. (Nasdaq: JCS) (“CSI” or the “Company”) today reiterated the strategic and financial benefits it believes will result from its previously disclosed merger with Pineapple Energy LLC (“Pineapple”).

A special meeting of CSI shareholders has been scheduled for Wednesday, March 16, 2022, at 10:00 a.m. Central Time to vote on the proposed Pineapple merger transaction, among other things. Beginning on February 4, 2022, the notice of the special meeting and a proxy statement/prospectus are being delivered to CSI shareholders as of the January 27, 2022 record date.

Roger Lacey, CSI’s Executive Chair and Interim CEO stated, “We have taken another significant step forward to completing our transaction with Pineapple, and the CSI board of directors unanimously recommends shareholders vote to approve the proposed Pineapple merger transaction.”

Mr. Lacey continued, “This proposed merger is designed to re-invent CSI and allow our shareholders to participate in what we view as a significant growth opportunity offered by the Pineapple business. Through its several brands, Pineapple intends to capitalize on the growing demand for consumer energy solutions by providing homeowners with an end-to-end portfolio of product offerings spanning energy secure solar, battery storage, electric vehicle connections, and managed grid services via organic growth and strategic acquisitions.”

Mark Fandrich, CSI’s Chief Financial Officer noted, “In addition to the potential for long-term value for the CSI shareholders that we believe will be created by the Pineapple business, this transaction was specifically structured to permit CSI shareholders to receive an attractive return on their CSI shares from dividends or distributions of the net proceeds from the sale of CSI’s legacy assets. As previously announced, CSI has delivered a return to its shareholders through the special dividend of $34 million or $3.50 per share paid on October 15, 2021. The CSI board of directors is continuing to evaluate the potential for additional pre-closing dividends. Additionally, CSI shareholders as of the close of the business day immediately prior to closing of the merger will receive one contingent value right (CVR) per share of CSI common stock. The CVRs will entitle the holders to a portion the proceeds of dispositions of CSI’s legacy assets after the effective time of the merger.”

CSI’s legacy assets currently include:

• cash, which was approximately $6.4 million at December 31, 2021, and which will be increased through the PIPE offering proceeds, to reimburse CSI for merger-related expenses, which were an estimated $3.44 million;
• approximately $6.82 million in proceeds, less expenses and commissions, that would be received upon the sale of its Minnetonka headquarters, which is subject to satisfaction of closing conditions;
• any earnouts paid under the terms of the purchase agreement for the sale of the Electronics & Software segment to Lantronix, which is $7.0 million maximum; and,
• any future proceeds that may be received upon sale of its remaining Services & Support (S&S) operating segment, for which CSI expects to report 2021 preliminary revenue of $7.4 million.

Funds available for future CVR distributions would subject to certain reductions, including cash needed to fund the continued operation of the S&S segment, and also reserves and holdbacks in the form of time-bound escrows all described in the merger documents previously filed.

Kyle Udseth, a founder of Pineapple Energy, who will serve as the Chief Executive Officer of the combined company noted, “The energy transition is no longer the story of the future; it is here now and happening today. We’re well on our way to 3 million individual homeowners having installed solar panels on their roofs, but even that strong start is just a small fraction of the total addressable market in the U.S. We expect this trend will continue to open previously untapped markets in states of significant opportunity like Florida and Texas. And now that battery technology has advanced and costs have fallen, the number of homeowners pairing a battery storage system with their solar for backup power and resiliency is growing. The Solar Energy Industries Association (SEIA) forecasts that by 2025, nearly 25% of all U.S-based distributed solar systems will be paired with battery storage compared to under 6% in 2020. Pineapple’s vision is to grow to the nation’s leading provider of customer-centric home energy solutions, helping people save money, taking control over their energy production and consumption, and gaining peace-of-mind for their homes and families.”

Mr. Udseth concluded, “Pineapple believes the CSI-Pineapple merger transaction will pave the way for the combined company to successfully execute an acquisition strategy targeting other leading regional solar, storage and energy services companies. Pineapple’s acquisitions of Horizon Solar Power and selected assets of Sungevity in December 2020 and pending acquisitions of Hawaii-based sustainable energy solution providers Hawaii Energy Connection, LLC (“HEC”) and E-Gear, LLC will solidify the foundation for the combined company and expand its geographic footprint, consistent with Pineapple’s larger strategy of consolidating additional regional players to enhance its product offering. Pineapple currently has identified several potential acquisition targets.”

Strategic and Financial Benefits of the Transaction

• CSI shareholders, through their ownership of CSI common stock following the merger, will benefit from the potential growth of Pineapple’s residential solar, battery storage, and grid services solutions business.
• The post-merger company will participate in a fast-growing industry benefitting from customer sentiment and public policy momentum, growing scale-derived operating efficiencies that may be re-invested into the Company, and access to a robust pool of talent.
• HEC is a leading sustainable energy provider, with over 9,000 residential systems installed in Hawaii and growing. E-Gear operates as a technology developer and manufacturer of energy management software and hardware in Hawaii. Pineapple’s acquisitions of HEC and E-Gear are intended to establish Pineapple’s presence in the United States’ most solar-friendly region, as approximately 30% of Hawaiian homes are powered by solar.
• Pineapple’s cornerstone acquisitions of selected assets of Sungevity and Horizon Solar Power in December 2020 provides a well-known brand name and access to a database with both historical existing buyers and 115,000 unconverted Sungevity leads, dating back to January 2019.

If the Pineapple merger transaction is completed, CSI will change its corporate name to Pineapple Holdings, Inc. and will continue to be a publicly traded company with the new Nasdaq ticker symbol “PEGY.” At February 3, 2022, CSI has 9,720,627 shares outstanding.

About Communications Systems, Inc.

Communications Systems, Inc. (Nasdaq: JCS), has operated as an IoT intelligent edge products and services company. For more information regarding CSI, please see www.commsystems.com.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell 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. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information and Where to Find It; Participants in the Solicitation

In connection with the proposed merger transaction with Pineapple, CSI filed a registration statement on Form S-4 (File No. 333-260999) with the Securities and Exchange Commission (SEC) on November 12, 2021 (as amended, the “Registration Statement”). The Registration Statement includes a proxy statement/prospectus, and was declared effective by the SEC on February 3, 2022. Beginning February 4, 2022, a copy of the proxy statement/prospectus dated February 3, 2022 will be sent to CSI shareholders as of the close of business on January 27, 2022, the record date established for the special meeting of CSI shareholders.

CSI URGES INVESTORS, SHAREHOLDERS AND OTHER INTERESTED PERSONS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The Registration Statement, preliminary and definitive proxy statement/prospectus, any other relevant documents, and all other documents and reports CSI filed with or furnishes to the SEC are (or, when filed, will be) available free of charge under the "Financial Reports" tab of the Investors Relations section of our website at www.commsystems.com or by directing a request to: Communications Systems, Inc., 10900 Red Circle Drive, Minnetonka, MN 55343. The contents of the CSI website is not deemed to be incorporated by reference into this press release, the Registration Statement or the proxy statement/prospectus. The documents reports that CSI files with or furnishes to the SEC are (or, when filed, will be) available free of charge through the website maintained by the SEC at http://www.sec.gov.

CSI and its directors and executive officers may be considered participants in the solicitation of proxies by CSI in connection with approval of the proposed merger and other proposals to be presented at the special meeting. Information regarding the names of such persons and their respective interests in the transaction, by securities holdings or otherwise, are set forth in the proxy statement/prospectus dated February 3, 2022. To the extent the Company’s directors and executive officers or their holdings of the Company’s securities have changed from the amounts disclosed in such filing, to the Company’s knowledge, such changes have been reflected on statements of change in ownership on Form 4 on file with the SEC. You may obtain these documents (when they become available, as applicable) free of charge through the sources indicated above.

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Communications Systems’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. There can be no guarantee that the proposed transactions described in this document will be completed, or that they will be completed as currently proposed, or at any particular time. Actual results may vary materially from those expressed or implied by the statements here due to changes in economic, business, competitive or regulatory factors, and other risks and uncertainties affecting the operation of Communications Systems’ business. These risks, uncertainties and contingencies are presented in the Company’s Annual Report on Form 10-K and, from time to time, in the Company’s other filings with the Securities and Exchange Commission. The information set forth herein should be read considering such risks. Further, investors should keep in mind that the Company’s financial results in any period may not be indicative of future results. Communications Systems is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether because of new information, future events, changes in assumptions or otherwise. In addition to these factors, there are several additional factors, including:

• conditions to the closing of CSI-Pineapple merger transaction may not be satisfied;
• the occurrence of any other risks to consummation of the CSI-Pineapple merger transaction, including the risk that the CSI-Pineapple merger transaction will not be consummated within the expected time period or any event, change or other circumstances that could give rise to the termination of the CSI-Pineapple merger transaction;
• the CSI-Pineapple merger transaction has involved greater than expected costs and delays and may in the future involve unexpected costs, liabilities or delays;
• the Company’s ability to successfully sell its other legacy operating business assets and its real estate assets at a value close to their current fair market value and distribute these proceeds to its existing shareholders;
• up to $7.0 million of the purchase price for the sale of Electronics & Software Segment was structured in the form of an earnout based on revenues generated by Lantronix in the 360 days following closing, and there is no guaranty that sufficient revenues will be recognized for the earnout to be paid to the Company;
• the fact that the continuing CSI-Pineapple entity will be entitled to retain ten percent of the net proceeds of CSI legacy assets that are sold pursuant to agreements entered into after the effective date of the CSI-Pineapple merger transaction;
• risks that the CSI-Pineapple merger transaction will disrupt current CSI plans and operations or that the business or stock price of CSI may suffer as a result of uncertainty surrounding the CSI-Pineapple merger transaction;
• the outcome of any legal proceedings related to the CSI-Pineapple merger transaction;
• the fact that CSI cannot yet determine the exact amount and timing of any additional pre-CSI-Pineapple merger cash dividends or the value of the Contingent Value Rights that CSI intends to distribute to its shareholders immediately prior to the closing of the CSI-Pineapple merger transaction; and
• the anticipated benefits of the proposed merger transaction with Pineapple may not be realized in the expected timeframe, or at all.

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If the disruption to Russian gas deliveries spread beyond flows through Ukraine to include all Russian pipeline exports to Europe, LNG imports alone would not be able to meet shortfall and additional supply levers would be required, report says

LONDON--(BUSINESS WIRE)--Supplies of Russian gas to Europe via Ukraine have already fallen—and been replaced by LNG imports—to such a degree that shutting off the remaining gas that is still flowing through Ukraine would have relatively limited additional impact on European supply, according to a new report by IHS Markit (NYSE: INFO), a world leader in critical information, analytics and solutions.

The report, entitled Putting Europe’s Security of Gas Supply to the Test by the IHS Markit Global Gas service highlights the reduced role of Ukrainian gas transit in Europe’s gas supply. The report says Russian gas flows through Ukraine fell to historical lows in January—50 million cubic meters per day (Mmcm/d), less than half of levels from a year ago. While flows through the Ukraine have swung back up with the beginning of February, they remain half the levels of the period 2015-2020.

“Europe is already experiencing a ‘quasi-curtailment’ of Russia gas flows,” says Michael Stoppard, chief strategist, global gas, IHS Markit. “The result is a European gas import picture that is starkly different from a year ago. One where LNG imports have ramped up to fill the gap.”

LNG imports to Europe increased considerably in January 2022 supplying higher volumes (34% of total supply) than Russian pipeline supply, which fell to 17% of supply, the report says. LNG imports from the United States rose to a new record of 245 Mmcm/d, accounting for the largest share of LNG by far. Average total LNG imports in January were 490 MMcm/d, with the upward trend in LNG imports continuing into February. LNG imports for the first three days of February have averaged 605 MMcm/d, with February 3rd reaching 710 MMcm/d.

The surge in LNG imports has reduced core Europe’s previously abundant spare regasification capacity, which has gone from 82% in January 2021 to 25% in late January 2022. Nevertheless, enough spare regasification capacity exists to cover the loss of remaining pipeline flows from Ukraine relatively comfortably, the report says. A modest acceleration in storage withdrawal could also feasibly compensate for any lost supply.

While the loss of remaining pipeline flows through Ukraine would not present a threat to physical supplies, it would likely put further pressure on prices as LNG volumes are pulled away from other destination markets in an already tight and rattled global market, the report says.

“So far, this is more of a price crisis than a physical supply crisis,” says Shankari Srinivasan, vice president, global gas, IHS Markit. “While gas supply is sufficient to meet most market needs through the end of the winter heating season, high prices are already leading to closures of some industry and furloughing of workers in Europe.”

While additional LNG supply would be enough to cover the shortfall of a cutoff of gas flows through Ukraine, if a more far-reaching reduction of Russian volumes were to take place—in the form of a complete stoppage of pipeline flows through all routes going into Europe—it would create an immediate supply deficit that LNG alone could not compensate for. In the event of such a scenario, which the report says is unlikely, additional supply levers would need to come into play.

“Under an extreme, if highly unlikely, scenario where all Russian pipe flows were cut off, the tightness of global LNG supply and limited spare European LNG regasification capacity means that other supply levers would be needed to close the gap,” says Stoppard. “Extra coal and nuclear power generation capacity—either in the form of mothballed capacity being brought back online, resorting to strategic reserves or delayed plant closures—along with additional drawdowns of gas from storage would all be required.”

Despite starting the winter well below average fill levels, European gas storage would be able to accommodate the additional drawdowns required under the more extreme shut off scenario for the remainder of the winter season, the report says. However, it would leave storage levels well below their normal averages.

“Low storage inventories have been a key element in keeping gas prices at elevated levels,” says Stoppard. “Running down storage further this winter would leave a huge mountain to climb to restock before the start of next winter.”

About IHS Markit (www.ihsmarkit.com)

IHS Markit (NYSE: INFO) is a world leader in critical information, analytics and solutions for the major industries and markets that drive economies worldwide. The company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. IHS Markit has more than 50,000 business and government customers, including 80 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, IHS Markit is committed to sustainable, profitable growth.

IHS Markit is a registered trademark of IHS Markit Ltd. and/or its affiliates. All other company and product names may be trademarks of their respective owners © 2022 IHS Markit Ltd. All rights reserved.

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LUGANO, Switzerland & WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--Energy Vault, Inc. (“Energy Vault”), the company developing sustainable, grid-scale energy storage solutions, today announced it will host a fireside chat with IPO Edge tomorrow, Tuesday, February 8 at 2pm ET, to discuss the business combination with Novus Capital Corporation II (NYSE: NXU, NXU.U, NXU WS), Energy Vault’s innovative gravity-based storage technology, the advantages of gravity-based storage, and recent commercial partnerships with DG Fuels LLC, BHP, Korea Zinc Co., Ltd, and Atlas Renewable LLC and their majority investor China Tianying Inc.

This live event will feature Energy Vault Co-Founder & CEO Robert Piconi joined by IPO Edge Editor-in-Chief John Jannarone and Editor-at-Large Jarrett Banks in a moderated video session lasting approximately 60 minutes and including a Q&A with the audience.

To register, CLICK HERE

To view IPO Edge’s announcement about tomorrow’s fireside chat, CLICK HERE

Energy Vault previously announced an agreement for a business combination with Novus Capital Corporation II (NYSE: NXU, NXU.U, NXU WS), which is expected to result in the combined company being listed on the New York Stock Exchange. The Special Meeting to approve the pending Business Combination, among other items, is scheduled to be held on February 10, 2022 at 10:00 a.m. Eastern Time (the "Special Meeting"). The Special Meeting will be conducted virtually, and can be accessed via live webcast at https://www.cstproxy.com/novuscapitalcorpii/2022. If the proposals at the Special Meeting are approved, the parties anticipate that the Business Combination will close and trading of the combined entity's stock and warrants will continue to be listed on the NYSE under the new ticker symbols "NRGV" and "NRGV WS", respectively, shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions.

Every stockholder’s vote is important, regardless of the number of shares held. Accordingly, Novus requests that each stockholder complete, sign, date and return a proxy card (online or by mail) as soon as possible and by no later than 11:59 p.m. Eastern Time on February 9, 2022, to ensure that the stockholder’s shares will be represented at the Special Meeting.

About Energy Vault

Energy Vault develops sustainable energy storage solutions designed to transform the world’s approach to utility-scale energy storage for grid resiliency. The company’s proprietary, gravity-based Energy Storage Technology and the Energy Storage Management and Integration Platform are intended to help utilities, independent power producers and large industrial energy users significantly reduce their levelized cost of energy while maintaining power reliability. Utilizing eco-friendly materials with the ability to integrate waste materials for beneficial re-use, Energy Vault is facilitating the shift to a circular economy while accelerating the clean energy transition for its customers.

About Novus Capital Corporation II

Novus raised approximately $287.5 million in its February 2021 IPO and its securities are listed on the NYSE under the ticker symbols “NYSE: NXU, NXU.U, NXU WS.” Novus is a special purpose acquisition company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Novus Capital is led by Robert J. Laikin, Jeff Foster, Hersch Klaff, Larry Paulson, Heather Goodman, Ron Sznaider and Vince Donargo, who have significant hands-on experience helping high-tech companies optimize their existing and new growth initiatives by exploiting insights from rich data assets and intellectual property that already exist within most high-tech companies.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. 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,” “designed,” 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 expected timing of the completion of the proposed business combination and the benefits of the proposed business combination.

These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Energy Vault’s and Novus’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor 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 Energy Vault and Novus.

These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreements with respect to the proposed business combination; the outcome of any legal proceeding that may be instituted against Novus, Energy Vault or the combined company following the announcement of the proposed business combination; the inability of the parties to successfully or timely consummate the business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the stockholders of Novus is not obtained; failure to realize the anticipated benefits of the business combination; the ability to meet stock exchange listing standards at or following the consummation of the proposed business combination; changes in applicable laws or regulations; the amount of redemption requests made by Novus’ public shareholders; and those factors discussed in the Registration Statement and in Novus’ Registration Statement on Form S-4 relating to the business combination under the caption “Risk Factors”, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors,” and other documents of Novus filed, or to be filed, with the SEC.

Important Information About the Proposed Business Combination and Where to Find It

This communication is being made in respect of the proposed merger transaction involving Novus and Energy Vault. Novus has filed a registration statement on Form S-4 with the SEC, which has been declared effective, a definitive proxy statement/prospectus of Novus, and certain related documents, to be used at the meeting of stockholders to approve the proposed business combination and related matters. Investors and security holders of Novus are urged to read the definitive proxy statement/prospectus, as well as any amendments thereto and other relevant documents that will be filed with the SEC, carefully and in their entirety because they contain important information about Energy Vault, Novus and the business combination. The definitive proxy statement has been mailed to stockholders of Novus as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the registration statement, the definitive proxy statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s web site at www.sec.gov. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Novus and its directors and executive officers may be deemed participants in the solicitation of proxies of Novus’ shareholders in connection with the proposed business combination. Energy Vault and its executive officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Novus’ executive officers and directors in the solicitation by reading Novus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, Quarterly Report on Form 10-Q for the nine months ended September 30, 2021 and the definitive proxy statement/prospectus and other relevant documents and other materials filed with the SEC in connection with the business combination when they become available. As they become available, these documents can be obtained free of charge from the sources indicated above.

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 any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.

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