Market Newsdesk

CALGARY, Alberta, Nov. 12, 2020 (GLOBE NEWSWIRE) — InPlay Oil Corp. (TSX: IPO) (OTCQX: IPOOF) (“InPlay” or the “Company”) is pleased to announce its financial and operating results for the three and nine months ended September 30, 2020. InPlay’s condensed unaudited interim financial statements and notes, as well as management’s discussion and analysis (“MD&A”) for the three and nine months ended September 30, 2020 will be available at “www.sedar.com” and our website at “www.inplayoil.com”. An updated presentation will also be available on our website early next week.

Third


Quarter 2020 Financial & Operations


Results
  

Production averaged 3,742 boe/d (69% oil & liquids) in the third quarter of 2020 up 19% compared to the second quarter of 2020 which averaged 3,154 boe/d (66% oil & liquids). As commodity prices began to recover during the third quarter of 2020 the Company gradually eased temporary production curtailments and shut-ins implemented as a response to the commodity price capitulation due to the COVID-19 pandemic. Increasing production throughout the third quarter resulted in average production of 4,268 boe/d (70% oil & liquids) in September 2020. Currently there is approximately 245 boe/d (80% oil and liquids) including roughly 110 boe/d of non-operated production that is still shut in and requiring servicing that does not yet meet our payout criteria. As crude oil prices continue to recover the majority of this production is expected to be brought back onstream.                 

While oil prices have begun to recover from unprecedented lows experienced during the second quarter of 2020, low commodity prices continued to impact the Company’s financial performance during the third quarter. West Texas Intermediate (“WTI”) prices averaged $40.93 USD/bbl compared to $27.85 USD/bbl in the second quarter of 2020 and $56.45 USD/bbl during the third quarter of 2019. Natural gas prices however were stronger in relation to 2019 with natural gas AECO daily index prices increasing 147% averaging $2.12/GJ in the third quarter of 2020 compared to $0.86/GJ in the third quarter of 2019. Despite weak crude oil prices InPlay still generated adjusted funds flow (“AFF”) of $2.0 million during the third quarter of 2020 representing a 227% improvement relative to the second quarter of 2020.

The Company continued to perform extremely well operationally in a very challenging environment. As a result of initiatives in response to COVID-19 to reduce costs and scale back discretionary expenditures, the Company achieved lower total operating and general and administrative (“G&A”) costs during the third quarter of 2020 of $5.0 million and $0.9 million respectively compared to $6.3 million and $1.6 million in the third quarter of 2019. The Company started incurring costs associated with servicing wells that went down and despite the presence of fixed costs being incurred over a significantly lower production base, InPlay’s aggressive cost cutting campaign resulted in only a minor increase in operating expenses per boe ($14.42 in Q3 2020 vs. $13.47 in Q3 2019) and an impressive reduction in G&A per boe ($2.74 in Q3 2020 vs. $3.34 in Q3 2019). This reduction in the third quarter of 2019 included $0.2 million from the Canada Emergency Wage Subsidy (“CEWS”). Amounts received from the CEWS program in the fourth quarter and going forward are expected to be negligible.

Fourth Quarter
Activities
Update

Business Development Bank of Canada (“BDC”) Term Facility

As announced on November 2, 2020 the Company finalized the definitive agreements with the Business Development Bank of Canada (“BDC“) and our current syndicate of lenders providing a $25 million nonrevolving, second lien senior secured four-year term loan facility (the “BDC Term Facility“) maturing on October 30, 2024. The term loan was fully funded to the Company on November 2, 2020 and the proceeds will be used by InPlay for working capital and general corporate purposes. This program was implemented to provide pre-COVID viable companies with liquidity to enable a return to pre-COVID production and reserve levels in a normal crude oil pricing environment and we are proud of the fact that we acted quickly and were the first oil and gas Company to successfully close a financing under the BDC program. We feel this demonstrates the support and belief that BDC and our other senior lenders have in InPlay to return to pre-COVID production levels and to achieve long term financial stability and growth.  

Strategic Cardium Asset Acquisition

Also as previously announced, the Company successfully closed a strategic acquisition in our core Pembina Cardium area of operations for a total cost of approximately $1.9 million (net of adjustments) adding the following to our Pembina asset base:

• Current production of approximately 240 boe/d (63% oil and liquids) with a base decline rate of approximately 10%.
• Proved Developed Producing Reserves (“PDP”) of over 1,000 Mboe (assigned by the seller’s independent external reserve evaluator effective January 1, 2020).
• PDP reserve acquisition metrics of approximately $1.90/BOE.
• All lands are 100% working interest Crown land providing InPlay total control over pace of development.
• Approximately 11 sections (7,040 net acres) of land and a potential drilling inventory of over 30 locations with 23 net tier-1 Extended Reach Horizontal (“ERH”) locations identified by InPlay.
• Production acquisition metrics of approximately $7,900 boe/d.
• Net Operating Income acquisition metrics of approximately 1.0 times based on 2019 operating income.

InPlay is excited about this acquisition as we believe it provides potential for upside similar to our recent successful results in Pembina that have exceeded our production expectations and which also included drilling three of industry’s fastest one-mile wells in the play to date with our top pacesetter well being drilled in 4.1 days. Based on cost reductions, technological improvements in all of our operations and the strong recent production results in Pembina, this asset immediately competes with our top-tier locations in terms of potential economics and strong returns.

Financial and Operating Results:

(CDN) ( $ 000’s)	Three months ended September 30		Nine months ended September 30
	2020	2019	2020	2019
Financial
Oil and natural gas sales	10,846	17,395	29,105	56,600
Funds flow	1,768	6,397	3,607	23,391
Per share – basic and diluted	0.03	0.09	0.05	0.34
Per boe	5.14	13.69	3.38	17.14
Adjusted funds flow(1)	2,008	6,886	4,146	24,694
Per share – basic and diluted(1)	0.03	0.10	0.06	0.36
Per boe(1)	5.83	14.73	3.89	18.09
Comprehensive (loss)	(2,717)	(1,355)	(109,402)	(7,949)
Per share – basic and diluted	(0.04)	(0.02)	(1.60)	(0.12)
Exploration and development capital expenditures	382	8,082	12,502	27,533
Property acquisitions/(dispositions)	(5)	–	(265)	78
Net debt	(64,246)	(58,053)	(64,246)	(58,053)
Shares outstanding	68,256,616	68,256,616	68,256,616	68,256,616
Basic & diluted weighted-average shares	68,256,616	68,256,616	68,256,616	68,256,616
Operational
Daily production volumes
Crude oil (bbls/d)	1,973	2,580	1,976	2,680
Natural gas liquids (bbls/d)	598	748	655	639
Natural gas (Mcf/d)	7,029	10,509	7,572	10,085
Total (boe/d)	3,742	5,080	3,893	5,000
Realized prices
Crude oil & NGLs ($/bbls)	39.51	54.17	34.23	57.96
Natural gas ($/Mcf)	2.32	0.84	2.13	1.48
Total ($/boe)	31.50	37.22	27.29	41.47
Operating netbacks ($/boe)(1)
Oil and natural gas sales	31.50	37.22	27.29	41.47
Royalties	(2.29)	(3.55)	(2.09)	(3.49)
Transportation expense	(0.94)	(0.76)	(0.90)	(0.85)
Operating costs	(14.42)	(13.47)	(14.46)	(14.02)
Operating netback	13.85	19.44	9.84	23.11
Realized gain (loss) on derivative contracts	(2.18)	0.00	(0.99)	0.02
Operating netback (including realized derivative contracts)	11.67	19.44	8.85	23.11

(1)

“Adjusted funds flow” or “AFF”, “adjusted funds flow per share, basic and diluted”, “adjusted funds flow per boe”, “operating income”, “operating netback per boe” and “operating income profit margin” do not have a standardized meaning under International Financial Reporting Standards (IFRS) and GAAP and therefore may not be comparable with the calculations of similar measures for other companies. “Adjusted funds flow” adjusts for decommissioning expenditures from funds flow. Please refer to “Non-GAAP Financial Measures” and “BOE equivalent” at the end of this news release and to the section entitled “Non-GAAP Measures” in our MD&A for details of calculations, rationale for use and applicable reconciliation to the nearest IFRS measure.

Outlook

Securing the BDC Term Facility, closing the strategic Cardium asset acquisition and implementing our fourth quarter 2020 capital program places the Company in a strong position and provides the Company with the liquidity required to return to pre-COVID levels of production, reserve values and revenues in a reasonable time frame alongside expected increasing commodity pricing. The Company will now be able to continue with its strategy of generating organic growth and free cash flow through our top-tier drilling inventory and pacesetting drilling results or potentially taking advantage of the current economic environment through strategic A&D activity. These actions complemented by our solid low decline asset base will support continued growth in production and free cash flow as commodity prices recover.      

The fourth quarter of 2020 includes a planned development capital program that begins with the drilling of three 100% working interest ERH Cardium wells in Willesden Green and construction of the associated required infrastructure. The Company expected drilling to start by the end of October but the local County has implemented road bans that have delayed the start by approximately another two weeks. With the latest delay we now believe that it will be difficult to see production from these wells in 2020 but still anticipate annual average 2020 production close to 4,000 boe/d (approximately 68% oil & liquids). InPlay anticipates that its current base production along with the addition of production from the upcoming three wells will bring production back to 2019 pre-COVID levels of approximately 5,000 boe/d in the first quarter of 2021.

The Company has started planning its capital program for 2021 which will be determined through the balance of the current year and released in early 2021. The size of InPlay’s 2021 capital program remains subject to expected crude oil demand recovery and resulting commodity pricing improvements. When drilling begins in 2021 current expectations are that it will start on our most recently acquired Pembina asset.     

We would like to express our sincere appreciation to all our employees and our service providers for their sacrifices, commitments, and efforts in this unprecedented time. As well as gratitude to our Directors for their ongoing commitment and dedication to help us manage through this extremely difficult environment of which we believe we are now on the road to recovery. Finally, we thank all of our shareholders and lending partners for their continued interest and support toward the continued development and growth of the Company.

For further information please contact:

Doug Bartole President and Chief Executive Officer InPlay Oil Corp. Telephone: (587) 955-0632	Darren Dittmer Chief Financial Officer InPlay Oil Corp. Telephone: (587) 955-0634

R


eader Advisories

Non-GAAP Financial Measures


Included in this press release are references to the terms “adjusted funds flow”, “adjusted funds flow per share, basic and diluted”, “adjusted funds flow per boe”, “operating income”, “operating netback per boe” and “operating income profit margin”. Management believes these measures are helpful supplementary measures of financial and operating performance and provide users with similar, but potentially not comparable, information that is commonly used by other oil and natural gas companies. These terms do not have any standardized meaning prescribed by GAAP and should not be considered an alternative to, or more meaningful than, “funds flow”, “profit (loss) before taxes”, “profit (loss) and comprehensive income (loss)” or assets and liabilities as determined in accordance with GAAP as a measure of the Company’s performance and financial position.

InPlay uses “adjusted funds flow”, “adjusted funds flow per share, basic and diluted”, “adjusted funds flow per boe” and “free cash flow” as key performance indicators. Adjusted funds flow should not be considered as an alternative to or more meaningful than funds flow as determined in accordance with GAAP as an indicator of the Company’s performance. InPlay’s determination of adjusted funds flow may not be comparable to that reported by other companies. Adjusted funds flow is calculated by adjusting for decommissioning expenditures from funds flow. This item is adjusted from funds flow as decommissioning expenditures are incurred on a discretionary and irregular basis and are primarily incurred on previous operating assets, making the exclusion of this item relevant in Management’s view to the reader in the evaluation of InPlay’s operating performance. Adjusted funds flow per share, basic and diluted is calculated by the Company as adjusted funds flow divided by the weighted average number of common shares outstanding for the respective period. Management considers adjusted funds flow per share, basic and diluted an important measure to evaluate its operational performance as it demonstrates its recurring operating cash flow generated attributable to each share. Adjusted funds flow per boe is calculated by the Company as adjusted funds flow divided by production for the respective period. Management considers adjusted funds flow per boe an important measure to evaluate its operational performance as it demonstrates its recurring operating cash flow generated per unit of production. For a detailed description of InPlay’s method of calculating adjusted funds flow, adjusted funds flow per share, basic and diluted and adjusted funds flow per boe and their reconciliation to the nearest GAAP term, refer to the section “Non-GAAP Measures” in the Company’s MD&A filed on SEDAR.

InPlay also uses “operating income”, “operating netback per boe” and “operating income profit margin” as key performance indicators. Operating income should not be considered as an alternative to or more meaningful than net income as determined in accordance with GAAP as an indicator of the Company’s performance. Operating income is calculated by the Company as oil and natural gas sales less royalties, operating expenses and transportation expenses and is a measure of the profitability of operations before administrative, share-based compensation, financing and other non-cash items. Management considers operating income an important measure to evaluate its operational performance as it demonstrates its field level profitability. Operating netback per boe is calculated by the Company as operating income divided by average production for the respective period. Management considers operating netback per boe an important measure to evaluate its operational performance as it demonstrates its field level profitability per unit of production. Operating income profit margin is calculated by the Company as operating income as a percentage of oil and natural gas sales. Management considers operating income profit margin an important measure to evaluate its operational performance as it demonstrates how efficiently the Company generates field level profits from its sales revenue. For a detailed description of InPlay’s method of the calculation of operating income, operating netback per boe and operating income profit margin and their reconciliation to the nearest GAAP term, refer to the section “Non-GAAP Measures” in the Company’s MD&A filed on SEDAR.

InPlay uses “free cash flow” as a key performance indicator. Free cash flow should not be considered as an alternative to or more meaningful than net cash flow provided by operating activities as determined in accordance with GAAP as an indicator of the Company’s performance. Free cash flow is calculated by the Company as funds flow adjusting for decommissioning expenditures, less capital expenditures and is a measure of the cashflow remaining after capital expenditures that can be used for additional capital activity, repay debt or decommissioning expenditures. Management considers free cash flow an important measure to identify the Company’s ability to improve the financial condition of the Company through debt repayment, which has become more important recently with the introduction of second lien lenders.

Forward-Looking Information and Statements


This news release contains certain forward–looking information and statements within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” “forecast” and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the following: the anticipated impact of the BDC Term Facility including the expectation that it will support organic growth by providing the Company with additional liquidity; the potential attributes and impact of our recently completed Pembina acquisition; the Company’s expectation that it will begin drilling on the Pembina acquisition assets commencing in early 2021; the belief that the Company should return to pre-COVID production and reserve levels within a reasonable time frame; production estimates including forecast 2020 average production; the planned Q4 2020 capital program; that the Company anticipates that its current base production along with the addition of production from the upcoming three wells will bring production back to 2019 pre-COVID levels of approximately 5,000 boe/d in the first quarter of 2021; expectations regarding future commodity prices; future liquidity and financial capacity; future results from operations and operating metrics and capital guidance; management’s assessment of potential drilling inventory; future costs, expenses and royalty rates; future interest costs; the exchange rate between the $US and $Cdn; and methods of funding our capital program.

The internal projections, expectations or beliefs underlying the Company’s 2020 capital budget, associated guidance and corporate outlook for 2020 and beyond are subject to change in light of ongoing results, prevailing economic circumstances, commodity prices and industry conditions and regulations. InPlay’s outlook for 2020 and beyond provides shareholders with relevant information on management’s expectations for results of operations, excluding any potential acquisitions, dispositions or strategic transactions that may be completed in 2020 and beyond. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted and InPlay’s 2020 guidance and outlook may not be appropriate for other purposes.

Forward-looking statements or information are based on a number of material factors, expectations or assumptions of InPlay which have been used to develop such statements and information but which may prove to be incorrect. Although InPlay believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because InPlay can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: the impact of increasing competition; the general stability of the economic and political environment in which InPlay operates; the timely receipt of any required regulatory approvals; the ability of InPlay to obtain qualified staff, equipment and services in a timely and cost efficient manner; drilling results; the ability of the operator of the projects in which InPlay has an interest in to operate the field in a safe, efficient and effective manner; the ability of InPlay to obtain financing on acceptable terms; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development and exploration; the timing and cost of pipeline, storage and facility construction and the ability of InPlay to secure adequate product transportation; future commodity prices; currency, exchange and interest rates; regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which InPlay operates; and the ability of InPlay to successfully market its oil and natural gas products.   

The forward-looking information and statements included herein are not guarantees of future performance and should not be unduly relied upon. Such information and statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors that may cause actual results or events to defer materially from those anticipated in such forward-looking information or statements including, without limitation: the duration and impact of COVID-19; changes in commodity prices; the potential for variation in the quality of the reservoirs in which we operate; changes in the demand for or supply of our products; unanticipated operating results or production declines; changes in tax or environmental laws, royalty rates or other regulatory matters; changes in development plans of InPlay or by third party operators of our properties; increased debt levels or debt service requirements; inaccurate estimation of our oil and gas reserve and resource volumes; limited, unfavorable or a lack of access to capital markets; increased costs; a lack of adequate insurance coverage; the impact of competitors; and certain other risks detailed from time-to-time in InPlay’s disclosure documents.

The forward-looking information and statements contained in this news release speak only as of the date hereof and InPlay does not assume any obligation to publicly update or revise any of the included forward-looking statements or information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Drilling Locations and Reserve Estimates


This press release discloses unbooked drilling locations associated with our Pembina asset acquisition assets. Unbooked locations are internally identified potential drilling locations based on prospective acreage and an assumption as to the number of wells that can be drilled per section based on industry practice and internal review. Unbooked locations do not have attributed reserves or resources.  Unbooked locations have been identified by management as an estimation of the Company’s potential multi-year drilling activities based on evaluation of applicable geologic, seismic, and engineering, production and reserves information. There is no certainty that the InPlay will drill all unbooked drilling locations and if drilled there is no certainty that such locations will result in additional oil and gas reserves, resources or production. The drilling locations on which InPlay actually drills wells will depend upon the availability of capital, regulatory approvals, seasonal natural gas prices, costs, actual drilling results, additional reservoir information that is obtained and other factors.  While certain of the unbooked drilling locations have been derisked by either InPlay restrictions, other industry participants drilling existing wells in relative close proximity to such unbooked drilling locations, certain unbooked drilling locations are farther away from existing wells where management has less information about the characteristics of the reservoir.  Therefore, there is uncertainty whether wells will be drilled in such unbooked locations and if drilled there is more uncertainty that such wells will result in additional oil and gas reserves, resources or production.

The reserve estimates provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Reserves included herein are stated on a company gross basis (working interest before deduction of royalties without including any royalty interests) unless noted otherwise.  In relation to the disclosure of estimates for individual properties or subsets thereof, including the acquired assets, such estimates may not reflect the same confidence level as estimates of reserves for all properties, due to the effects of aggregation.

BOE equivalent


Barrel of oil equivalents or BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different than the energy equivalency of 6:1, utilizing a 6:1 conversion basis may be misleading as an indication of value.

SAN FRANCISCO, Nov. 12, 2020 (GLOBE NEWSWIRE) — Health Assurance Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 50,000,000 SAIL℠ (Stakeholder Aligned Initial Listing) securities at a price of $10.00 per SAIL℠ security. The SAIL℠ securities will be listed on the Nasdaq Stock Market, LLC (“Nasdaq”) and will trade under the ticker symbol “HAACU” beginning November 12, 2020. Each SAIL℠ security consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of  $11.50 per share. Once the securities comprising the SAIL℠ securities begin separate trading, the shares of Class A common stock and redeemable warrants are expected to be listed on the Nasdaq under the symbols “HAAC” and “HAACW,” respectively. The offering is expected to close on November 17, 2020, subject to customary closing conditions.

The Company is a newly organized blank check company, formed by Hemant Taneja, Glen Tullman, Stephen K. Klasko MD, MBA, Quentin Clark, Jennifer Schneider, MD, Anita V. Pramoda and Evan Sotiriou, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.

Although the Company will not be limited to a particular industry, it intends to invest in an innovator or innovators focused on building an enduring company in the health assurance space.

Morgan Stanley is acting as lead bookrunning manager for the offering. AmeriVet Securities is acting as co-manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 7,500,000 SAIL℠ securities at the initial public offering price to cover over-allotments, if any.

The offering is being made only by means of a prospectus. Copies of the prospectus relating to this offering, when available, may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus, when available, may be obtained from Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, Email: [email protected].

A registration statement relating to the securities became effective on November 12, 2020. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, 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.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Ronda Scott
General Catalyst
[email protected]
650-618-5900

Combination leverages Zoom’s cable modem and WiFi hardware leadership, operated under a Motorola brand license, with Minim’s innovative software, bringing intelligent connectivity to businesses and consumers as part of the $355.1 billion global broadband services market 

BOSTON, MASS., Nov. 12, 2020 (GLOBE NEWSWIRE) — via NewMediaWire — Zoom Telephonics, Inc. (“Zoom”) (OTCQB: ZMTP), a leading creator of cable modems and other Internet access products under the Motorola brand, today announced the signing of a definitive merger agreement pursuant to which Zoom will acquire Minim Inc. (“Minim”), a leading AI-driven WiFi management and IoT security platform for homes, SMBs, and broadband service providers.

Under the terms of the agreement, the two companies will merge in a non-cash, stock transaction valuing Minim at $30 million. The percentage of Zoom shares issued to Minim stockholders will be based on a reference to a weighted average price of Zoom stock as of November 10, 2020 and as negotiated by the parties.

The Minim® platform offers a turn-key WiFi management solution for ISPs to reduce support costs and increase revenue with digitally-transformed support and value-added services. Its usable web and mobile apps, built on proprietary IoT fingerprinting technology, also empower distributed businesses to secure and manage the new corporate edge (the remote employee home). Already integrated with 5G-enabled hardware and offering a full API suite, the Minim platform has been designed for ultra-extensibility as wireless technology advances.

The combined company will benefit from a management team with experience in scaling technology companies, led by Jeremy Hitchcock, Zoom’s Executive Chairperson and largest stockholder and Chairman and largest stockholder of Minim, and Minim CEO Gray Chynoweth, who together drove the global expansion of Dyn through to its successful acquisition by Oracle.

“The consumer networking space has a profound need for security and network management, especially given the rise of remote working and smart home devices,” said Jeremy Hitchcock. “By integrating our collective IP and product development roadmap, we are offering greater performance, innovation, and price with a globally-recognized technology brand. We’re very excited about the opportunities this business combination makes possible for us in addressing a multi-billion dollar global market.”

The merger combines Minim’s B2B sales channels with Zoom’s retail channels. Minim’s sales channels include more than 120 ISPs and their 2.35M+ subscribers and business technology resellers.  Zoom’s D2C channels include leading retailers such as Amazon, Best Buy, Target and Walmart. The combined company will also leverage Minim’s established partner relations with the Microsoft Airband Initiative, a program designed to close the digital divide; Irdeto, the globally-leading security provider to operators; and Telarus, the largest privately-held IT product distributor in the U.S.

“The combined company’s end-to-end product expertise, industry relationships, and subscription service model is expected to dramatically accelerate our ability to drive value for our customers and return for our shareholders,” said Minim CEO Gray Chynoweth. “This is a proven team with a clear strategy to address a large and rapidly-growing market and the ability to execute at a time when secure home connectivity has never been more important.” 

The merger agreement and the merger were unanimously approved by a special committee of independent members of Zoom’s board of directors that oversaw, reviewed and evaluated the transaction, and thereafter unanimously approved by Zoom’s board of directors.  Minim’s board of directors also approved the merger agreement and the merger. The transaction is expected to close by the end of 2020 and is subject to customary closing conditions.

B. Riley Securities, Inc. served as financial advisor, and Richards, Layton & Finger PA served as legal counsel, to the special committee of independent directors of Zoom, while Nixon Peabody LLP served as legal counsel to Zoom on the transaction. Goodwin Procter LLP acted as legal counsel to Minim. 

Investors are directed to Zoom’s filings with the Securities and Exchange Commission at http://www.sec.gov for additional information concerning the merger and merger agreement.

About Zoom

Zoom Telephonics, Inc. (OTCQB: ZMTP) is the creator of innovative Internet access products that dependably connect people to the information they need and the people they love. Founded in 1977 in Boston, MA, the company now delivers cable modems, routers, and other communications products under the globally recognized Motorola brand. For more information about Zoom and its products, please visit www.zoom.net and www.motorolanetwork.com.

MOTOROLA and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.

About Minim

Minim® is a cloud WiFi management platform that enables and secures a better-connected home. The company’s award-winning subscription services provide usable and intuitive applications integrated with best-in-class hardware. Minim customers benefit from a personalized and secure WiFi experience, leading to happy and productive homes where things just work. The company’s self-learning platform employs proprietary fingerprinting and behavioral models to detect threats and performance issues without compromising privacy. Minim is now partnering with ISPs, managed service providers, and distributed businesses who want to help make home connectivity as safe and reliable as drinking water. To learn more, visit https://www.minim.co.

Forward Looking Statements

This release contains forward-looking information relating to Zoom’s plans, expectations, and intentions, including statements about the expected timing, completion and effects of the merger with Minim (the “Minim Acquisition”). Actual results may be materially different from expectations as a result of known and unknown risks, including: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement for the Minim Acquisition, risks associated with Zoom’s potential inability to realize intended benefits of the Minim Acquisition, the potential increase in tariffs on the Company’s imports; potential difficulties and supply interruptions from moving the manufacturing of most of the Company’s products to Vietnam; potential changes in NAFTA; the potential need for additional funding which Zoom may be unable to obtain; declining demand for certain of Zoom’s products; delays, unanticipated costs, interruptions or other uncertainties associated with Zoom’s production and shipping; Zoom’s reliance on several key outsourcing partners; uncertainty of key customers’ plans and orders; risks relating to product certifications; Zoom’s dependence on key employees; uncertainty of new product development, including certification and overall project delays, budget overruns, and the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; costs and senior management distractions due to patent related matters; and other risks set forth in Zoom’s filings with the Securities and Exchange Commission. Zoom cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Zoom expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Zoom’s expectations or any change in events, conditions or circumstance on which any such statement is based.

Investor Relations Contact:

Jacquelyn Barry Hamilton, CFO Zoom Telephonics, Inc.

Phone: 617-753-0040

Email: [email protected]

NEW YORK, Nov. 12, 2020 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against Biogen, Inc. (NASDAQ: BIIB) on behalf of Biogen stockholders. Our investigation concerns whether Biogen has violated the federal securities laws and/or engaged in other unlawful business practices.

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On November 6, 2020, before its meeting with the U.S. Food and Drug Administration (“FDA”), Biogen trading was halted. That same day, Bloomberg published an article, “Biogen Alzheimer’s Drug Fails to Gain FDA Panel’s Backing.” The report stated that “The outside experts voted 8 to 1, with 2 undecided, that data from a single clinical trial with positive results was insufficient to show Biogen’s drug works[,]” and “also voted 10 to 0, with 1 undecided, that the positive study shouldn’t be considered primary proof the drug works in light of conflicting evidence from a different trial.”

Following this news, Biogen stock dropped sharply on the next trading day, November 9, 2020 to close at $236.26 per share.

If you purchased or otherwise acquired Biogen shares and suffered a loss, are a long-term stockholder, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker, Melissa Fortunato, or Marion Passmore by email at [email protected], or telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.

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Bragar
Eagel
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Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contact Information:

Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Melissa Fortunato, Esq.
Marion Passmore, Esq.
(212) 355-4648
[email protected]
www.bespc.com

BURLINGAME, Calif., Nov. 12, 2020 (GLOBE NEWSWIRE) — AeroCentury Corp. (NYSE American: ACY) (the “Company”), an independent aircraft leasing company, released information relating to its indebtedness under its loan facility with MUFG Union Bank, N.A., as Agent.

On October 30, 2020, Drake Asset Management Jersey Limited (“Drake”), purchased all of the indebtedness of AeroCentury Corp. (the “Company”) held by the lenders (the “MUFG Lenders”) under the Fourth Amended and Restated Loan and Security Agreement dated as of May 1, 2020 (the “Loan Agreement”), totalling approximately $87.9 million, as well as all of the Company’s indebtedness to MUFG Bank, Ltd. (approximately $3.1 million) that arose from the termination of interest rate swaps entered into with respect to such Loan Agreement indebtedness.  The purchase and sale was consented to by the Company pursuant to a Consent and Release Agreement of Borrower Parties, entered into by the Company and its subsidiaries (the “Consent”).  The closing of this debt purchase transaction satisfied the requirement under the Loan Agreement for the Company to execute a strategic alternative (“Strategic Alternative”) with respect to the MUFG Loan indebtedness satisfactory to the MUFG Lenders.

On the same day, the Company entered into Amendment No. 1 to the Loan Agreement (“Amendment No. 1”) with Drake and UMB Bank, N.A., the replacement Administrative Agent under the Loan Agreement, to amend the Loan Agreement as follows:

• Deferral of the cash component of the interest payments due under the Loan Agreement, commencing with the payments due for March 2020, and continuing on each consecutive month thereafter, which deferred interest is to be capitalized and added to the principal balance of the indebtedness on each respective interest payment due date, until such time as the indebtedness is repaid.  
• Deletion of the requirement for the Company’s execution of a Strategic Alternative and of the milestones therefor;
• Deletion of the requirement for the Company’s maintenance of a restricted account held with an MUFG Lender to hold aircraft sales proceeds pending application toward the Loan Agreement indebtedness;
• Replacement of references to “MUFG Union Bank, N.A.,” with “UMB, Bank, N.A.”, the new Administrative Agent under the Loan Agreement;
• Requirement of  approval by Drake for any “Material Amendments” to leases for the collateral, defined as any amendment of, or waiver or consent under, any lease involving a modification of lease payments, any reduction in, or waiver or deferral of, Rent, a modification to any residual value guaranty, any modification that adversely affects the collateral or the rights and interests of the lender and/or administrative agent in the collateral, any reduction of any amounts payable to any lender or Agent under any indemnity, or any change to the state of registration of aircraft collateral; and
• Deletion of certain financial reporting requirements and changes to required frequency of certain other surviving reporting requirements.

The full text of each of Consent and the Amendment No. 1 are included as exhibits to a Current Report on Form 8-K report regarding these agreements that was filed on November 2, 2020 (the November 2 8-K”) by the Company with the U.S. Securities and Exchange Commission (“SEC”), and available on the SEC’s Edgar website as well as the Company’s website. The foregoing description of the Amendment No. 1 is intended to be a summary and is qualified in its entirety by the copy of Amendment No. 1 filed as Exhibit 10.2 to the November 2 8-K.

The Company and Drake are currently engaged in discussions regarding the satisfaction and discharge of the Loan Agreement indebtedness. There can be no assurance that the Company and Drake will be able to reach a mutual agreement regarding satisfaction and discharge, or that these discussions will result in any particular outcome.

About Drake: Drake is a specialist investment business focused on the regional aviation sector.  Drake has investments across a wide range of regional aircraft types.  Falko Regional Aircraft Limited (“Falko”) acts as the servicer to Drake and Falko is engaged in discussions with the Company on behalf of Drake regarding the indebtedness.

About AeroCentury: AeroCentury is an independent global aircraft operating lessor and finance company specializing in leasing regional jet and turboprop aircraft and related engines. The Company’s aircraft and engines are leased to regional airlines and commercial users worldwide.

Harold M. Lyons
Chief Financial Officer
(650) 340-1888