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Graham Corporation Reports Fiscal 2019 Fourth Quarter and Full Year Results




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  • Revenue grew 18% to $92 million for fiscal 2019; loss per share
    was $0.03, adjusted EPS was $0.51
  • Backlog remains strong at $132 million; Fiscal 2019 book-to-bill
    ratio was 1.1x
  • Expecting fiscal 2020 revenue between $95 million and $100
    million; represents 14% to 20% growth, excluding commercial nuclear
    utility business which is for sale

(NYSE: GHM), a global business that designs,
manufactures and sells critical equipment for the oil refining,
petrochemical, power and defense industries, today reported financial
results for its fourth quarter and year ended March 31, 2019 (“fiscal

Net sales in the fourth quarter of fiscal 2019 were $23.6 million, up 7%
compared with the fourth quarter of the fiscal year ended March 31, 2018
(“fiscal 2018”). Net loss in the fiscal 2019 fourth quarter was $4.6
million, or $0.46 loss per diluted share. Excluding non-cash charges for
goodwill and intangible and other long-lived asset impairments, adjusted
net income and adjusted EPS, both of which are non-GAAP measures, for
the fourth quarter of fiscal 2019 were $0.8 million, and $0.08,
respectively. Net income and earnings per share (“EPS”) in the fiscal
2018 fourth quarter were $0.8 million and $0.09, respectively. Excluding
the impact of the U.S. Tax Cuts and Jobs Act tax reform legislation
passed in December 2017, adjusted net income and adjusted EPS, both of
which are non-GAAP measures, for the fourth quarter of fiscal 2018 were
$0.6 million and $0.07, respectively. Refer to the Company’s disclosures
regarding the use of non-GAAP measures later in this release.

Net sales for fiscal 2019 were $91.8 million, up 18% compared with $77.5
million in fiscal 2018. Fiscal 2019 net loss was $0.3 million, or a loss
of $0.03 per diluted share, compared with a net loss of $9.8 million, or
$1.01 per diluted share, in fiscal 2018. Excluding unusual charges,
adjusted net income for fiscal 2019 was $5.0 million, or $0.51 per
diluted share, compared with adjusted net income of $1.8 million, or
$0.18 per diluted share, in fiscal 2018, all on a non-GAAP basis. Refer
to the Company’s disclosures regarding the use of non-GAAP measures
later in this release.

James R. Lines, Graham’s President and Chief Executive Officer,
commented, “We had solid revenue growth in the quarter and the year, as
expected. However, the mix of projects and performance of our commercial
nuclear utility business dampened gross margins throughout the year.
While disappointing, we remain focused on solid execution and quality
service for our customers, and strong cost discipline to strengthen our
earnings potential. Likewise, we will continue to invest in our business
in line with our strategy to drive our long-term future.”

He added, “Our investments in personnel for our strategy are affecting
margins in the near term but remain important as we identify and capture
opportunities to achieve our growth and profitability goals. We are
encouraged by our solid order activity and strong backlog, which give us
confidence in a healthy outlook for the coming fiscal year and beyond.”

Fourth Quarter Fiscal 2019 Sales Summary
accompanying financial tables for a breakdown of sales by industry and

Consolidated net sales were up $1.4 million, or 7%, driven by $3.8
million and $1.7 million increases in sales to the
chemical/petrochemical and refining industries, respectively. These
increases were partially offset by $2.8 million and $1.2 million of
lower sales to the Company’s other commercial, industrial and defense
markets, and the power industry, respectively.

From a geographic perspective, U.S. sales represented 70% of
consolidated sales in the fiscal 2019 fourth quarter compared with 66%
in the fourth quarter of fiscal 2018. International sales were 30% of
consolidated sales in the fiscal 2019 quarter, compared with 34% in the
prior-year comparable period. U.S. based sales were driven by the
chemical/petrochemical and refining markets noted above.

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,
which it believes are more apparent on a trailing twelve month basis.

Fourth Quarter Fiscal 2019 Operating Performance Review

($ in millions except per share data) Q4 FY19 Q4 FY18 Change
Net sales $ 23.6 $ 22.2 $ 1.4
Gross profit $ 4.8 $ 5.0 $ (0.1 )
Gross margin 20.3 % 22.4 %
Operating (loss) profit $ (5.8 ) $ 0.7 $ (6.5 )
Operating margin (24.7 %) 3.3 %
Net (loss) income $ (4.6 ) $ 0.8 $ (5.4 )
Diluted EPS $ (0.46 ) $ 0.09 $ (0.55 )
Non-GAAP financial measures:
Adjusted operating profit $ 0.6 $ 0.7 $ (0.1 )
Adjusted operating margin 2.6 % 3.3 %
Adjusted net income $ 0.8 $ 0.6 $ 0.2
Adjusted diluted EPS $ 0.08 $ 0.07 $ 0.01
Adjusted EBITDA $ 1.4 $ 1.4 $ (0.0 )
Adjusted EBITDA margin 5.8 % 6.3 %

Refer to pages 11 and 12 of this press release.

Graham believes that, when used in conjunction with measures prepared in
accordance with GAAP, adjusted operating profit, adjusted operating
margin (adjusted operating profit as a percentage of sales), adjusted
net income, adjusted diluted EPS, adjusted EBITDA 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. See
the attached tables for additional important disclosures regarding
Graham’s use of adjusted operating profit, adjusted operating margin,
adjusted net income, adjusted diluted EPS, adjusted EBITDA
adjusted EBITDA margin as well as reconciliations of operating (loss)
profit to adjusted operating profit and reconciliations of net (loss)
income to adjusted net income and adjusted EBITDA.
disclosure regarding Graham’s use of non-GAAP measures for the fourth
quarters also applies to fiscal year data reflected later in this

The results for the fiscal 2019 and 2018 fourth quarters were relatively
comparable on a non-GAAP basis, with adjusted EPS of $0.08 in the fiscal
2019 fourth quarter compared with $0.07 in the fiscal 2018 fourth
quarter. While gross margin was lower in the fiscal 2019 quarter, net
income benefited from higher interest and other income.

Fourth quarter fiscal 2019 gross profit and margin were unfavorably
impacted by project mix, including the commercial nuclear utility

Selling, general and administrative (“SG&A”) expenses were $4.2 million
in the fourth quarters of both fiscal 2019 and 2018. SG&A as a percent
of sales was approximately 18% and 19% in the fourth quarters of fiscal
2019 and fiscal 2018, respectively.

Given ongoing challenges in the nuclear industry faced by relatively
small market participants, during the fourth quarter of fiscal 2019 the
Company decided to divest its commercial nuclear utility business,
Energy Steel. Upon evaluating the potential market value of the Energy
Steel business, Graham determined that the intangible assets, goodwill,
and other long-lived assets were impaired. Accordingly, the Company
recorded a $6.4 million impairment charge, $5.3 million net of tax, in
the fiscal 2019 fourth quarter.

Jeffrey Glajch, Graham’s Vice President and Chief Financial Officer,
noted, “While Energy Steel was successful in prior years, the changes in
the commercial nuclear utility industry over the last several years have
caused significant erosion of this business. Accordingly, we have
decided that it has more potential with a different partner and we are
in discussions to sell the business.”

During the fourth quarter of fiscal 2019, Graham’s effective tax rate
was not meaningful due to the non-deductibility of the goodwill portion
of the commercial nuclear utility business write down. The prior year’s
fourth quarter effective tax rate benefited from the impact of adopting
the 2017 U.S. Tax Cuts and Jobs Act.

Fourth quarter fiscal 2019 adjusted net income and adjusted diluted EPS
excluded $5.3 million of net-of-tax impairment charges. Fourth quarter
fiscal 2018 adjusted net income and adjusted diluted EPS excluded a $0.2
million tax benefit for adoption of the new federal tax rates as a
result of the tax reform legislation adopted in December 2017.

Adjusted EBITDA (defined as consolidated net (loss) income before net
interest income, income taxes, depreciation and amortization, goodwill
and other impairments and other charges associated with the revaluation
of the commercial nuclear utility business, and a nonrecurring
restructuring charge, where applicable) was approximately the same
during the fiscal 2019 and fiscal 2018 fourth quarters.

Full Year Fiscal 2019 Review

($ in millions except per share data) FY19 FY18 Change
Net sales $ 91.8 $ 77.5 $ 14.3
Gross profit $ 21.9 $ 17.0 $ 4.9
Gross margin 23.9 % 21.9 %
Operating loss $ (2.4 ) $ (13.9 ) $ 11.5
Operating margin (2.6 %) (18.0 %)
Net loss $ (0.3 ) $ (9.8 ) $ 9.5
Diluted EPS $ (0.03 ) $ (1.01 ) $ 0.98
Non-GAAP financial measures:
Adjusted operating profit $ 4.0 $ 1.5 $ 2.5
Adjusted operating margin 4.4 % 1.9 %
Adjusted net income $ 5.0 $ 1.8 $ 3.2
Adjusted diluted EPS $ 0.51 $ 0.18 $ 0.33
Adjusted EBITDA $ 7.1 $ 4.2 $ 2.9
Adjusted EBITDA margin 7.7 % 5.4 %

Refer to pages 11 and 12 of this press release.

The improvement in operating loss, operating margin, net loss and
diluted EPS during fiscal 2019 compared with fiscal 2018 was primarily
driven by the change in impairment charges for goodwill and intangible
and other long-lived assets. Adjusted net income and adjusted EPS
exclude such charges as well as other items, resulting in a $3.2 million
and $0.33 improvement over the prior year, respectively, driven by
higher sales and improved operating performance.

International sales grew 27% to $32.4 million in fiscal 2019 and
represented 35% of total sales, compared with $25.6 million, or 33% of
sales in the prior year. Sales to the U.S. grew 14% to $59.4 million, or
65% of fiscal 2019 net sales, compared with $51.9 million, or 67% of
fiscal 2018 net sales.

The increase in gross profit and margin were driven by higher volume
stemming from the 18% increase in sales when compared with the prior
year, as well as ongoing improvement to backlog quality and project mix,
partially offset by higher production costs.

SG&A in fiscal 2019 was $17.9 million, up 13%, or $2.1 million. The
increase in SG&A was primarily due to higher compensation costs for new
personnel, higher sales-related costs, and higher performance-based
compensation. As a percent of sales, SG&A was 20% for both fiscal 2019
and 2018.

Similar to the fourth quarter, Graham’s effective tax rate for fiscal
2019 was not meaningful due to the non-deductibility of the goodwill
portion of the commercial nuclear utility business write down. Fiscal
2018 results were impacted by a $0.8 million favorable adjustment to
income taxes upon implementation of the 2017 U.S. Tax Cuts and Jobs Act,
which also had a beneficial impact on the fiscal 2019 overall effective
tax rate.

Fiscal 2019 adjusted net income and adjusted diluted EPS excluded $5.3
million of net-of-tax impairment charges. Fiscal 2018 adjusted net
income and adjusted diluted EPS excluded $12.0 million of net-of-tax
impairment charges, $0.2 million of net-of-tax bad debt charges
associated with the revaluation of the Company’s commercial nuclear
utility business, $0.2 million for a net-of-tax nonrecurring
restructuring charge and a $0.8 million tax benefit for adoption of the
new federal tax rates as a result of the 2017 U.S. Tax Cuts and Jobs Act.

Adjusted EBITDA for fiscal 2019 benefited from higher revenue and gross
margin improvement, partially offset by investments in SG&A.

Balance Sheet Strength Supports Growth

Cash, cash equivalents and investments at March 31, 2019 were $77.8
million, up from $76.5 million at March 31, 2018.

Fiscal 2019 cash provided by operations was $7.9 million, compared with
$8.5 million in fiscal 2018. The decrease was primarily the result of
timing of changes in working capital, partially offset by higher
adjusted net income.

Capital expenditures were $2.1 million in fiscal 2019, approximately the
same level as the prior year. The Company expects capital expenditures
for fiscal 2020 to be between $2.5 million and $2.8 million, the
majority of which are expected to be used for productivity enhancements.

Dividend payments were $3.8 million and $3.5 million in fiscal 2019 and
fiscal 2018, respectively.

Graham had neither borrowings under its credit facility, nor any
long-term debt outstanding, at March 31, 2019.

Backlog Level Indicates Continued Growth

Backlog at the end of fiscal 2019 was $132.1 million, near its record
level of $133.6 million at the end of the third quarter, and up 12% from
$117.9 million at the end of the prior fiscal year. Excluding the
commercial nuclear utility business which is held for sale, backlog at
the end of fiscal 2019 was $124.1 million.

The Company believes that its backlog mix by industry highlights the
success of its diversification strategy to increase sales to the U.S.
Navy. Backlog by industry at March 31, 2019 was approximately:

  • 49% for U.S. Navy projects
  • 22% for refinery projects
  • 19% for chemical/petrochemical projects
  • 7% for power projects, including commercial nuclear utility (of which
    89% is for the business held for sale)
  • 3% for other industrial applications

The expected timing for the Company’s backlog to convert to sales is as

  • Within next 12 months: 55% to 60%
  • Within 12 to 24 months: 10% to 15%
  • Beyond 24 months: 25% to 35%

Orders were $21.6 million in the fourth quarter of fiscal 2019, driven
by the refining and chemical/petrochemical industries in North America.
In the fiscal 2019 fourth quarter, orders from U.S. and international
customers were nearly evenly split with $11.1 million from the U.S and
$10.5 million from international markets. This compares with total
orders of $43.5 million in the fourth quarter of fiscal 2018, of which
81% were from the U.S. and 19% were from international markets. The
fiscal 2018 fourth quarter orders included $24.5 million, or 56% of the
total, from other commercial, industrial and defense markets, which
includes the U.S. Navy.

Orders for fiscal 2019 were $101.2 million, compared with $112.2 million
in fiscal 2018. Excluding orders from the Company’s other commercial,
industrial and defense markets which benefited from significant U.S.
Navy orders in fiscal 2018, orders from the Company’s other markets
increased by $15.9 million in fiscal 2019, driven by orders from the
chemical/petrochemical industry which were up $20.8 million. Orders from
U.S. customers were $62.2 million, or 61% of the total, and orders from
international markets were $39 million, or 39% of the total, in fiscal
2019. Approximately 35% of international orders were from the Middle
East, 27% were from Canada and 27% were from Asia. In fiscal 2018, 69%
of orders were from U.S. customers and 31% were international. The
fiscal 2019 book-to-bill ratio was 1.1x.

Graham expects that the balance between domestic and international
orders, as well as orders by industry, will continue to be variable
between quarters.

Introducing FY 2020 Guidance

Graham is also announcing its fiscal 2020 guidance, as follows:

  • Revenue anticipated to be between $95 million and $100 million,
    excluding the commercial nuclear utility business which is held for
    sale. For fiscal 2019, consolidated revenue excluding that business
    was $83.5 million.
  • Gross margin expected to be between 23% and 24%
  • SG&A expense expected to be between $17 million and $18 million
  • Effective tax rate anticipated to be approximately 20%

Mr. Lines concluded, “I believe that the energy cycle continues to show
signs of recovery, which is embedded in our fiscal 2020 expectation for
14% to 20% revenue growth for our ongoing business. Our strong pipeline
of projects combined with the Navy work currently in backlog provides us
solid confidence in our outlook for the year. Additionally, we remain
very active in the pursuit of strategic opportunities to put our capital
to work and complement our organic growth initiatives.”

Webcast and Conference Call

Graham’s management will host a conference call and live webcast today
at 11:00 a.m. Eastern Time to review its financial condition and
operating results for the fourth quarter and full year fiscal 2019, 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
under the heading “Investor Relations.” 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 website at
under the heading “Investor Relations.”

A telephonic replay will be available from 2:00 p.m. ET today through
Thursday, June 6, 2019. To listen to the archived call, dial (412)
317-6671 and enter conference ID number 13689951. A transcript of the
call will be placed on Graham’s website, once available.


Graham is a global business that designs, manufactures and sells
critical equipment for the energy, defense and chemical/petrochemical
industries. Energy markets include oil refining, cogeneration, and
alternative power. For the defense industry, the Company’s equipment is
used in nuclear propulsion power systems for the U.S. Navy. Graham’s
global brand is built upon world-renowned engineering expertise in
vacuum and heat transfer technology, responsive and flexible service and
unsurpassed quality. Graham designs and manufactures custom-engineered
ejectors, vacuum pumping systems, surface condensers and vacuum systems.
Graham’s equipment can also be found in other diverse applications such
as metal refining, pulp and paper processing, water heating,
refrigeration, desalination, food processing, pharmaceutical, heating,
ventilating and air conditioning. Graham’s reach spans the globe and its
equipment is installed in facilities from North and South America to
Europe, Asia, Africa and the Middle East.

Graham routinely posts news and other important information on its
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,”
“confidence,” “projects,” “typically,” “outlook,” “anticipates,”
“believes,” “appears,” “could,” “opportunities,” “seeking,” “plans,”
“aim,” “pursuit,” “look towards” 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, expected expansion and growth opportunities within
its domestic and international markets, anticipated revenue, the timing
of conversion of backlog to sales, market presence, profit margins, tax
rates, foreign sales operations, its ability to improve cost
competitiveness, customer preferences, changes in market conditions in
the industries in which it operates, changes in commodities prices, the
effect on its business of volatility in commodities prices, 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 the expected performance of Energy
Steel & Supply Co. and its operations in China 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.


Graham Corporation
Fourth Quarter Fiscal 2019
Consolidated Statements of Operations

(Amounts in thousands, except per share data)

  Three Months Ended   Year Ended
March 31, March 31,
2019 2018 % Change 2019 2018   % Change
Net sales $ 23,641 $ 22,178 7 % $ 91,831 $ 77,534 18 %
Cost of products sold   18,843     17,218   9 %   69,922     60,559   15 %
Gross profit 4,798 4,960 (3 %) 21,909 16,975 29 %
Gross margin 20.3 % 22.4 % 23.9 % 21.9 %
Other expenses and income:
Selling, general and administrative 4,123 4,171 (1 %) 17,641 15,533 14 %
Selling, general and administrative – amortization 59 59 0 % 237 236 0 %
Goodwill and other impairments 6,449 N/A 6,449 14,816 (56 %)
Restructuring charge         N/A       316   (100 %)
Operating (loss) profit   (5,833 )   730   N/A   (2,418 )   (13,926 ) (83 %)
Operating margin (24.7 %) 3.3 % (2.6 %) (18.0 %)
Other income (205 ) (120 ) N/A (823 ) (478 ) 72 %
Interest income (418 ) (151 ) 177 % (1,462 ) (606 ) 141 %
Interest expense   4     4   0 %   12     12   0 %
(Loss) income before provision for income taxes (5,214 ) 997 N/A (145 ) (12,854 ) (99 %)
(Benefit) provision for income taxes   (661 )   164   N/A   163     (3,010 ) N/A
Net (loss) income $ (4,553 ) $ 833   N/A $ (308 ) $ (9,844 ) (97 %)
Per share data:
Net (loss) income $ (0.46 ) $ 0.09   N/A $ (0.03 ) $ (1.01 ) (97 %)
Net (loss) income $ (0.46 ) $ 0.09   N/A $ (0.03 ) $ (1.01 ) (97 %)
Weighted average common shares outstanding:
Basic 9,837 9,772 9,823 9,764
Diluted 9,837 9,781 9,823 9,764
Dividends declared per share $ 0.10   $ 0.09   $ 0.39   $ 0.36  
N/A: Not Applicable
Graham Corporation
Fourth Quarter Fiscal 2019
Consolidated Balance Sheets

(Amounts in thousands, except per share data)

March 31,
2019 2018
Current assets:
Cash and cash equivalents $ 15,021 $ 40,456
Investments 62,732 36,023
Trade accounts receivable, net of allowances ($33 and $339
at March 31, 2019 and 2018, respectively) 17,582 17,026
Unbilled revenue 7,522 8,079
Inventories 24,670 11,566
Prepaid expenses and other current assets 1,333 772
Income taxes receivable 1,073 1,478
Assets held for sale   4,850      
Total current assets 134,783 115,400
Property, plant and equipment, net 17,071 17,052
Prepaid pension asset 4,267 4,369
Goodwill 1,222
Permits 1,700
Other intangible assets, net 3,388
Other assets   149     202  
Total assets $ 156,270   $ 143,333  
Liabilities and stockholders’ equity
Current liabilities:
Current portion of capital lease obligations $ 51 $ 88
Accounts payable 12,405 16,151
Accrued compensation 5,126 4,958
Accrued expenses and other current liabilities 2,933 2,885
Customer deposits 30,847 13,213
Liabilities held for sale   3,525      
Total current liabilities 54,887 37,295
Capital lease obligations 95 55
Deferred income tax liability 1,056 1,427
Accrued pension liability 662 565
Accrued postretirement benefits   604     642  
Total liabilities   57,304     39,984  
Stockholders’ equity:
Preferred stock, $1.00 par value, 500 shares authorized
Common stock, $.10 par value, 25,500 shares authorized

10,650 and 10,579 shares issued and 9,843 and 9,772 shares
at March 31, 2019 and 2018,

respectively 1,065 1,058
Capital in excess of par value 25,277 23,826
Retained earnings 93,847 99,011
Accumulated other comprehensive loss (8,833 ) (8,250 )
Treasury stock (807 shares at each of March 31, 2019 and 2018)   (12,390 )   (12,296 )
Total stockholders’ equity   98,966     103,349  
Total liabilities and stockholders’ equity $ 156,270   $ 143,333  


For more information:
Jeffrey F. Glajch
President – Finance and CFO
Phone: (585) 343-2216

Deborah K. Pawlowski / Karen L. Howard
Kei Advisors LLC
(716) 843-3908 / (716) 843-3942

Read full story here


Brigadier Options Gold-Silver Picachos Property, Including Past Producing San Agustin High Grade Gold Mine, Sinaloa Mexico




Vancouver, British Columbia–(Newsfile Corp. – July 7, 2020) – Brigadier Gold Limited (TSXV: BRG) (the “Company” or “Brigadier“) is pleased to announce that it has entered into a binding letter of intent (“LOI”) for an option to acquire a 100% interest in the 3,954 hectare Picachos Gold-Silver Property (“Picachos”), centered over the historic “Viva Zapata” National Mineral Reserve, Sinaloa, Mexico.

Project Highlights:

  • Located in the Sierra Madre Occidental (SMO) Baluarte watershed, between the Panuco Project of Vizsla Resources and the Plomosas Project of GR Silver Mining.
  • San Agustin Mine underground channel sampling by prior operator returned average grade of 81.22 grams per ton (g/t) gold (Au) and 73.36 g/t silver (Ag) across 1.2 metres (Thunderbird Projects news release dated 18 June 1997). Values of 185 g/t Au were cut across the bottom of a production shaft (sample HBM-73175). The San Agustin vein has never been tested with diamond drilling.
  • More than 160 known historic underground mines, workings and prospects at Picachos are on gold-rich veins.
  • Recently identified, large copper porphyry prospect in northern area of Picachos.
  • Drill / exploration permits in place as well as recently renewed surface access agreement with local community.

Ranjeet Sundher, CEO, remarks “Picachos marks an important acquisition for Brigadier, positioning the Company in a prolific gold and silver region of Mexico. Picachos is road accessible and demonstrates exceptional potential for advancement. Over 160 underexplored historic mines and workings throughout Picachos provide excellent potential for discovery of new gold-silver mineralized zones. Picachos benefits from a comprehensive historical exploration data library, allowing for the immediate commencement of exploration and an inaugural drill program. We’re looking forward to getting boots on the ground and drills turning.”

Picachos, held by Minera Camargo S.A. de C.V. (Minera Camargo), is comprised of four mining concessions covering an area of 3,954 hectares and is situated in the municipality of El Rosario, in the southeastern region of Sinaloa state, Mexico. Prior to 2002, the mineral tenure was fractured by several small concessions. Minera Camargo acquired a contiguous land package between 2003 and 2012. Geographically, the Picachos overlaps part of the western foothills of the Sierra Madre Occidental (SMO). Access to Picachos from Mazatlan is by state highway and paved road to the town of Cacalotan, and then by dirt road into the Property. Total driving distance is approximately 111 road kilometres (km) over a period of four hours. Mine workings are accessed by approximately 20 km of roads internal to the Property.

Picachos overlaps (i) two regional-scale precious metal rich vein systems and (ii) a large porphyry copper prospect. Historic metal production is from the veins. The largest vein system trends northeasterly for seven kilometers along a major fault zone, and host the past-producing San Agustin underground mine. It appears to be cross-cut and disrupted by several northwesterly trending veins including El Placer. The El Placer vein system has been mapped over a 4 km long strike length. The portion that belongs to Minera Camargo is about 1.5 km long in the southeastern part of Picachos.

Regional geochemical work by the SGM at the turn of the millennium highlighted the historic Viva Zapata Mineral Reserve as one of the largest contiguous, and highest amplitude anomalies for gold, silver and base metals in southern Sinaloa and northern Nayarit.

Specifically, all seventeen drainage basins that underlie Picachos contain anomalous copper values of 49 to 299 ppm, nine basins contain anomalous gold values of 0.1 to 2.6 ppm, 3 basins contain anomalous molybdenum values of 3.2 to 13.9 ppm, fifteen basins contain anomalous lead values ranging from 53 to 639 ppm lead and eight basins contain anomalous zinc values that range between 233 and 1716 ppm. Nine of the seventeen basins contain detectable silver ranging from 1 to 1.9 ppm.

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Map showing the location of the Picachos Property, San Agustin Gold Mine, La Cocolmeca and El Placer regional gold-bearing regional structures and the sericitic alteration boundary. Stream basins sampled by the Servicio Geologico Mexicano are coloured according to gold concentration.

To view an enhanced version of this graphic, please visit:

The historic San Agustin gold mine contains approximately 670 m of historic underground development.

In the mid-1990’s, previous owner Minas de Picacho S.A. de C.V. built 225 m of cross-cuts large enough for rubber-tired diesel equipment and started mining and milling ore from the San Agustin Gold Mine. Their underground sampling implied an average grade of 81.2 g/t Au and 73 g/t Ag across 1.2 m (Thunderbird Projects News Release dated 18 June 1997). The historic assays cannot be verified as those sample locations are now mined out.

In June of 2014, Vane Minerals test mined three rounds from the south face. The average assay values of muck piles from each of these three rounds were 15.8 g/t Au and 63 g/t Ag across a mined width of 2.5 m.

The San Agustin Gold Mine exploits a gold-rich shear zone hosted in basaltic andesite that may be as old as Jurassic. Mineralization consists of sulfide in a quartz-calcite gangue. It is heavily oxidized even as deep as 100 m below surface. The shear zone trends northeasterly and dips steeply northwesterly. On surface, quartz veining occurs in a foliated zone that is poorly exposed over a 400 m strike length. Extraction adits intercept the vein at 695 m elevation, 670 m elevation and 646 m elevation. Within the lowermost adit, some slots are mined as deep as 45 meters (601 m elevation).

No diamond drilling has ever been done on the San Agustin Vein.

Geology and Mineralization

Picachos is underlain by Jurassic to Oligocene volcanic and sedimentary strata that are intruded by Early Cretaceous gabbro, Late Cretaceous quartz monzonite, a Paleocene granodiorite/granite intrusive complex and Oligocene rhyolitic domes. Porphyry-style stockwork mineralization is related the Paleocene intrusive complex. Chalcopyrite and molybdenite occur in quartz veinlets with biotitic selvedges and muscovitic vein envelopes. Sericitic alteration typical of the upper parts of porphyry systems has been identified by surface sampling over an area approximately 6 km in diameter as shown on the map. Gold mainly occurs with base metals in veins that outcrops at higher elevations both southeast and northeast of the porphyry system. The veins in the Colcomeca structure locally show evidence of ductile shear, and might best be classified as orogenic. Northwesterly trending veins such as El Placer contain stilpnomelane (iron-rich biotite) in vein selvedges that must have crystallized at temperatures well-above epithermal ranges.

Acquisition Terms

To acquire a 100% interest in 4 contiguous mineral claims comprising the Picachos Property, Brigadier will provide staged consideration to Minera Camargo over a 5-year period consisting of cash payments totalling US$275,000; share issuances totaling 4,000,000 common shares of Brigadier; and cumulative exploration expenditures of US$3,850,000. Brigadier will also make payments to Minera Camargo for Picachos development milestones as to: i) 1,000,000 common shares of Brigadier upon delineating a mineral resource estimate containing a minimum of 350,000 ounces of gold in the inferred category (based on the then current CIM definitions); ii) US$725,000 and 1,000,000 common shares of Brigadier upon completion of a feasibility study recommending the construction of a mine on the Property; and iii) US$2,000,000 upon commencement of commercial production. Brigadier may, at its option, issue common shares in lieu of one half of the cash payments to be made pursuant to each of ii) and iii). A 2% NSR will be retained by Minera Camargo.

Minera Camargo is at arm’s length to Brigadier.

The acquisition is subject to a number of conditions precedent, including: completion of confirmatory due diligence by Brigadier, receipt of all applicable regulatory, shareholder and third-party approvals, including approval of the TSX Venture Exchange (the “Exchange”)

Subject to approval of the Exchange, a finder’s fee will be paid in connection with the transaction.

The Company has not undertaken any independent investigation of the historical information contained in this press release nor has it independently analyzed the results of the previous exploration work in order to verify the accuracy of the information. The Company believes that the historical results and other information contained in this press release are relevant to continuing exploration on the Property.

Qualified Person

Technical information in this New Release has been reviewed by Michelle Robinson, MASc., P.Eng., a Qualified Person as defined by NI-43-101.

Sample HBM-73175 was collected from a homogenous pile of mine muck taken from the bottom of JJV Slot in the San Agustin mine at the 601 m elevation by a geologist working for Hudbay Minerals in 2013. The geologist sent this sample with his other samples to Acme’s preparation laboratory in Guadalajara, Jalisco. There, the samples were crushed and split. A one kg split of each sample was pulverized to -200 mesh (R200-1000) with an extra wash with glass between each sample (code XWSH). The prepared pulps were sent to the North Vancouver lab for analysis using ICP-MS methods (code 1DX), whole-rock analyses (code 4A-4B) and fire assay methods using a gravimetric finish (code Group 6Gr). It is the QP’s opinion that the result of HBM-73175 is reliable.

Regional geochemical samples were collected from sediments deposited in active stream channels by personnel working for the Servicio Geologico Mexicano (SGM) using a plastic scoop then sieving the sediment to -80 mesh into a numbered sample envelope. Sample locations were recorded with a hand-held GPS. The samples were sent to Government laboratories in either Chihuahua or Oaxaca where a 1-gram portion of the pulp was dissolved in aqua regia and analyzed for 32 elements using ICP methods. Gold was analyzed using fire-assay methods with an AA finish. Detection limits (DL) for gold are 1 ppb. Silver DL is 0.8 ppm, molybdenum DL is 0.9 ppm, lead, zinc, and copper DL is 2 ppm. It is the author’s opinion that the analytical data of the SGM is of good quality, but that gold concentrations can be under-estimated due to sampling surficial stream sediments with a plastic scoop when more representative results can be better obtained by digging into natural sediment traps using heavy tools. Further, use of the -80-mesh fraction might result in a larger nugget effect than using a finer fraction (say -200 mesh).

Samples by Vane Minerals in 2014 were taken for determining if the grade of muckpiles was adequate for milling. They collected about 2 kilograms of sample from several handfuls of muck from different areas of each pile. Their samples were assayed at their fire-assay laboratory in Acaponeta. It is the QP’s opinion that these assays are reliable.

About Brigadier Gold

Brigadier Gold Limited was formed to leverage what we believe will be the next major bull market in the natural resource sector, particularly precious metals. Our mandate is to acquire undervalued and overlooked projects with demonstrable potential for advancement.

Led by a management team with decades of experience in mineral exploration and capital markets development, we are focused on advanced exploration opportunities in politically stable jurisdictions.

For further information, please contact:

Brigadier Gold Limited
Ranjeet Sundher, Chief Executive Officer
(604) 377-0403

Reader Advisory

This news release may contain statements which constitute “forward-looking information”, including statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the future business activities of the Company. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to the Company, or its management, are intended to identify such forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future business activities and involve risks and uncertainties, and that the Company’s future business activities may differ materially from those in the forward-looking statements as a result of various factors, including, but not limited to, fluctuations in market prices, successes of the operations of the Company, continued availability of capital and financing and general economic, market or business conditions. There can be no assurances that such information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. The Company does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

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Nextleaf Solutions Provides Commercial Update




Vancouver, British Columbia–(Newsfile Corp. – July 6, 2020) – Nextleaf Solutions Ltd. (CSE: OILS) (OTCQB: OILFF) (“Nextleaf“, “OILS“, or the “Company“), Canada’s most innovative cannabis extractor, is pleased to provide the following commercial update:

Bulk THC Distillate Supply Deal

Nextleaf Labs Ltd. (“Nextleaf Labs“), a Health Canada licensed standard processor of which the acquisition by OILS is pending, has entered into a bulk supply agreement with a B.C.-based multi-licensed cannabis producer focused on the distribution of adult-use cannabis products through provincial markets. Pursuant to the agreement, Nextleaf Labs has agreed to supply 50 kilograms of THC distillate to the purchaser.

“We are very pleased to be working with a team with tremendous depth of experience distributing cannabis products through provincial adult-use channels,” said Charles Ackerman, CFO. “As we continue to grow our revenue, we believe our lean overhead structure and purposeful business model, which hasn’t deviated since our Company’s founding, will allow OILS to achieve and maintain profitability in the near team, and as our industry continues to commoditize. We believe our investment in innovation will help us to ensure the long-term sustainability of our business and provide a robust platform to scale globally from our base in Canada,” continued Ackerman.

This agreement represents an important milestone for the Company, allowing OILS to continue the commercialization of its intellectual property (“IP“) portfolio through the production of cannabis oils and concentrates by Nextleaf Labs. OILS owns a portfolio of over 35 issued patents and 65 pending patents for the extraction, distillation, and formulation of cannabinoids.

Commercial Scaleup

Concurrent with commercialization of the Company’s IP through distilled cannabis oil production, Nextleaf has made several key hires in operations and quality assurance roles to support increased growth and fundamentals. The Company has been able to recruit highly-trained staff with existing cannabis production and manufacturing experience.

“The recent downsizing by a number of Canada’s largest cannabis producers has allowed OILS to add some very experienced operators to our team, who I expect will play a major role in our growth as a company over the next few years,” said Paul Pedersen, CEO of Nextleaf Solutions. “With an the abundant supply of dried cannabis biomass, Nextleaf Labs is developing a competitive advantage by utilizing more efficient proprietary technology to transform otherwise unsellable biomass into high-purity THC and CBD oils at a lower cost per milligram compared to processors running less efficient off-the-shelf extraction technology,” continued Pedersen.

The Company is focused on reaching full utilization of over half a tonne of biomass processing per day at its Metro Vancouver cannabis oil refinery in 2020. Nextleaf Labs is processing biomass under the Cannabis Extraction Agreement announced on April 2, 2020 with a 10-acre greenhouse cannabis grower. Nextleaf Labs expects to continue scaling its operations through toll processing and the supply of bulk cannabis concentrates. The industry has seen increased demand for economical extraction and distillation due to the legalization of cannabis 2.0 derivative products, and an over supply of dried cannabis biomass that has a shorter shelf life compared to cannabis oils.

Employee Equity Participation Plan

The Company announced today that it has issued shares under its Employee Equity Participation Plan (the “Plan“) implemented on April 1st in response to the COVID-19 pandemic to align the efforts and compensation of non-executive employees with the Company’s long-term business strategy.

The Plan is fully voluntary and permits non-executive employees to receive common shares in the capital of the Company in lieu of a portion of an employee’s cash compensation. The Plan allows the Company to reduce the cash component of employee compensation and further align incentives across the team.

Under the Plan for the month of June, Nextleaf has issued an aggregate of 68,126 common shares at a price of $0.285 per share.

About Nextleaf®

OILS is Canada’s most innovative cannabis extractor, developing technology for extracting and distilling THC and CBD oils. Nextleaf’s industrial-scale extraction plant in Metro Vancouver has a design capacity to process 600 kg per day of dried cannabis biomass into distilled oils. The Company owns a portfolio of over 35 issued patents and 65 pending patents for the extraction and distillation of cannabinoids. Nextleaf Solutions commercializes its patent portfolio through IP licensing, and the wholesale of THC and CBD oils through Nextleaf Labs, a Health Canada licensed standard processor.

Nextleaf Solutions trades as OILS on the Canadian Securities Exchange, OILFF on the OTCQB Market in the United States, and L0MA on the Frankfurt Stock Exchange.

Follow OILS across social media platforms: Twitter, LinkedIn, Facebook, and Instagram.

For further information, please contact:
604-283-2301 (ext. 219)

On behalf of the Board of Directors of the Company,
Paul Pedersen, CEO

Certain statements contained in this press release constitute “forward-looking statements”. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company’s ability to capitalize on its IP portfolio, expectations regarding lower costs resulting from utilization of the Company’s technology, changes in the global market for cannabinoid-based products, the potential for shareholder value creation through the formalization and protection of IP, the Company’s future profitability and expected revenue growth, the long-term sustainability of the Company’s business model, the ability to scale the Company’s business globally, the Company’s strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to the risk factors discussed in the Company’s MD&A for the most recent fiscal period. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law. The CSE has not reviewed, approved or disapproved the contents of this press release.

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Sun Kissed Industries Inc.’s Numuni Subsidiary Launches Full BETA Sales Affiliate Program with a Highly Accomplished List of Initial Sales Affiliates




New York, New York–(Newsfile Corp. – July 6, 2020) – Sun Kissed Industries Inc. (OTC Pink: SKDI) (“Sun Kissed”, “SKDI”), an emerging leader in the development and sale of CBD consumables, digital content management, and online ad monetization technology,”), is pleased to provide a key and very exciting update for its current and prospective investors, as the Company moves forward with the full BETA launch of the Numuni Sales Affiliate Program.

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Numuni Inc. (“Numuni”), a monetization platform developed for digital media publishers, software providers, and online games, has already acquired nearly 100 affiliates and just began BETA testing their sales program on July 1st, 2020.

Numuni will develop all sales training materials and additional technical features based on the feedback of their newly acquired BETA Sales Affiliates and plans to finish the development of its pre-existing software infrastructure during this time. BETA Sales Affiliates will have the ability to earn a 5% lifetime commission of the earnings generated by any website publishers they refer to Numuni. This will provide Numuni with significant traction and revenue-generating capabilities immediately upon the full pending public launch of its robust platform.

Robert Reynolds, the founder and CEO of Numuni stated, “We are extremely thrilled to collaborate with our highly influential and experienced BETA Affiliates in building the foundation of our sales acquisition strategy over the next 45-60 days. Their feedback will be 1 of the initial key essential steps in helping us hit the ground running when our software is fully launched to market.”

By utilizing the same sales acquisition model in his prior endeavor, CPAlead, Robert was able to acquire over +150,000 website publishers, making CPAlead the 40th fastest-growing private company in the USA.

Similarly, Numuni will now be extremely favorably positioned to rapidly scale up its sales operations, by using their affiliate marketing team, and without relying on the high overhead cost of expensive marketing campaigns.

“The digital content monetization market is ripe for disruption again, even more so this time around. And our truly groundbreaking sector disruptive technology is going to be an extreme game-changer,” Mr. Reynolds sums up in concise terms.

Digital publishers are increasingly considering truly effective alternative monetization methods due to the decline of traditional ad revenues and rising public opposition against users’ private data being sold. Numuni plans to capitalize on this growing market trend, having already received pre-commitments from multiple Top-50 trafficked websites, and will utilize its robust and groundbreaking Sales Affiliate Program to rapidly acquire many more worthy & relevant high trafficked websites over the balance of this year and beyond.

About Sun Kissed Industries, Inc.:

Sun Kissed Industries Inc. (OTC Pink: SKDI) is an emerging leader in the development and sale of CBD consumables, digital content management, and online ad monetization technology. The Company is pursuing meaningful acquisitions as part of an aggressive M&A strategy designed to position Sun Kissed as a dominant player in well-defined, high-growth markets within rapidly expanding sectors.

About Numuni, Inc.:

Numuni is a technology platform that aims to disrupt the digital marketplace for paid content by making use of the vast amount of unused computing resources that personal computer desktops have. Numuni is positioned to truly transform the user experience of consuming digital content, increasing the content provider’s earnings as they deliver that experience, as well as leverage the GPU computing power as a commodity to increase efficiency and cost savings.

General information about Numuni, Inc. can be obtained at the company’s website at Follow @numunionline on Twitter and find Numuni, Inc. on Facebook at

About Hakuna:

Hakuna is an award-winning CBD-products company, currently nominated for “Best Hemp-Derived CBD Product” by the California Cannabis Awards after winning the DOPE Magazine Best New Product award for Southern California in the non-cannabis/non-tech category in 2017. Hakuna was also recently awarded “Runner Up” at the Los Angeles Coffee & Donut Festival People’s Choice Coffee Awards for 2019. Hakuna generates significant revenues with a substantial distribution footprint, including over 110 established retail distribution partners across over 20 states in the domestic US market.


This press release may contain forward-looking statements, including information about management’s view of Sun Kissed Industries Inc.’s future expectations, plans and prospects. In particular, when used in the preceding discussion, the words “believes,” “expects,” “intends,” “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements. Any statements made in this news release other than those of historical fact, about an action, event, or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors, which may cause the results of Sun Kissed, its subsidiaries and concepts to be materially different than those expressed or implied in such statements. Unknown or unpredictable factors also could have material adverse effects on Sun Kissed’s future results. The forward-looking statements included in this press release are made only as of the date hereof. Sun Kissed cannot guarantee future results, levels of activity, performance, or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Sun Kissed undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by Sun Kissed.

SOURCE: Sun Kissed Industries Inc.

SKDI Contact:

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