Tower Announces AGM Results and Grant of Equity Incentives

Newsfile Corp.

E-mini Consumer Discretionary Select Sector Futures DEC5

Vancouver, British Columbia--(Newsfile Corp. - September 26, 2025) - Tower Resources Ltd. ("Tower" or the "Company") is pleased to announce the results of its Annual General Meeting of Shareholders held today (the "Meeting"). All matters put forward to shareholders were approved, including the appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Company to hold office until the next annual meeting of shareholders, at a remuneration to be fixed by the Board. Shareholders also ratified, adopted and re-approved the 10% rolling share option plan (the "Plan").

The Company also announces that it has approved, subject to acceptance by the TSX Venture Exchange, the grant of 3,000,000 stock options (the "Options") to officers, directors and consultants of Tower. The Options are non-transferable and exercisable into Common Shares until September 26, 2030, at $0.20 per Option, subject to vesting provisions, with one-third vesting on the date of grant and one-third vesting ever anniversary thereafter.

About Tower Resources

Tower is a Canadian based mineral exploration company focused on the discovery and advancement of economic mineral projects in the Americas. The Company's key exploration assets, all in B.C., are the Rabbit North orogenic gold and porphyry copper-gold project located between the New Afton copper-gold and Highland Valley copper mines in the Kamloops mining district where Tower has discovered a major orogenic gold system and with limited drilling has already intersected four significant gold zones along 1.2 km of the structural trend, the Nechako porphyry-associated gold-silver project near Artemis' Blackwater project and the More Creek epithermal gold project on the critical "red line" structural zone connecting the mineral deposits of the Golden Triangle.

On behalf of the Board of DirectorsTower Resources Ltd.

Joe Dhami, President and CEO

(778) 996-4730

www.towerresources.ca

Reader Advisory

This news release contains statements that 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," "must," "next," "propose," "new," "potential," "prospective," "target," "future," "verge," "favourable," "implications," and "ongoing," and similar expressions, as they relate to the Company or its management, are intended to identify such forward-looking information. Investors are cautioned that statements including forward-looking information 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 described in the forward-looking information 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, and business conditions. There can be no assurances that such forward-looking information will prove accurate, and therefore, readers are advised to rely on their own evaluation of the risks and uncertainties. The Company does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268224

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Dow Jones Top Energy Headlines at 4 PM ET: Oil Posts Weekly Gains on Russia-Ukraine Tensions | EIG ...

Dow Jones Newswires

E-mini Consumer Discretionary Select Sector Futures DEC5

+0.41%

Oil Posts Weekly Gains on Russia-Ukraine Tensions

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Orsted Can Restart Construction of U.S. Offshore Wind Farm, Court Says

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Nymex Platinum, Palladium Warehouse Stocks - Sep 26

Dow Jones Newswires

E-mini Consumer Discretionary Select Sector Futures DEC5

+0.41%

Source: CME Group 
 
For previous business day 
PREV TOTAL subject to revisions. Source: CME Group 
 
                      Prev                         Net               Total 
Platinum             Total  Received Withdrawn  Change Adjustment    Today 
ASAHI DEPOSITORY LLC 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
BRINK'S, INC. 
Registered          66,288         0        0       0         0     66,288 
Eligible            74,487         0        0       0         0     74,487 
Total              140,775         0        0       0         0    140,775 
 
CNT DEPOSITORY, INC. 
Registered           1,246         0        0       0         0      1,246 
Eligible                 0         0        0       0         0          0 
Total                1,246         0        0       0         0      1,246 
 
DELAWARE DEPOSITORY 
Registered           1,584         0        0       0         0      1,584 
Eligible            18,711         0        0       0         0     18,711 
Total               20,295         0        0       0         0     20,295 
 
HSBC BANK, USA 
Registered           1,295         0        0       0         0      1,295 
Eligible             9,282         0        0       0         0      9,282 
Total               10,577         0        0       0         0     10,577 
 
INTERNATIONAL DEPOSITORY SERVICES OF DELAWARE 
Registered           3,394         0        0       0         0      3,394 
Eligible                 0         0        0       0         0          0 
Total                3,394         0        0       0         0      3,394 
 
JP MORGAN CHASE BANK NA 
Registered         190,873         0        0       0         0    190,873 
Eligible             1,144         0        0       0         0      1,144 
Total              192,017         0        0       0         0    192,017 
 
LOOMIS INTERNATIONAL (US) LLC 
Registered         110,032         0        0       0         0    110,032 
Eligible            72,787         0        0       0         0     72,787 
Total              182,820         0        0       0         0    182,820 
 
MALCA-AMIT USA, LLC 
Registered             395         0        0       0         0        395 
Eligible                 0         0        0       0         0          0 
Total                  395         0        0       0         0        395 
 
MANFRA, TORDELLA & BROOKES, LLC 
Registered          22,544         0        0       0         0     22,544 
Eligible            27,904         0        0       0         0     27,904 
Total               50,448         0        0       0         0     50,448 
 
STONEX PRECIOUS METALS LLC 
Registered           7,457         0        0       0         0      7,457 
Eligible                16         0        0       0         0         16 
Total                7,473         0        0       0         0      7,473 
 
COMBINED TOTALS 
Registered         405,110         0        0       0         0    405,110 
Eligible           204,331         0        0       0         0    204,331 
Total              609,441         0        0       0         0    609,441 
 
                      Prev                         Net               Total 
Palladium            Total  Received Withdrawn  Change Adjustment    Today 
ASAHI DEPOSITORY LLC 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
BRINK'S, INC. 
Registered           5,242         0        0       0         0      5,242 
Eligible            13,449         0        0       0         0     13,449 
Total               18,692         0        0       0         0     18,692 
 
CNT DEPOSITORY, INC. 
Registered              97         0        0       0         0         97 
Eligible                 0         0        0       0         0          0 
Total                   97         0        0       0         0         97 
 
DELAWARE DEPOSITORY 
Registered             788         0        0       0         0        788 
Eligible             3,208         0        0       0         0      3,208 
Total                3,996         0        0       0         0      3,996 
 
HSBC BANK, USA 
Registered             586         0        0       0         0        586 
Eligible             2,023         0        0       0         0      2,023 
Total                2,609         0        0       0         0      2,609 
 
INTERNATIONAL DEPOSITORY SERVICES OF DELAWARE 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
JP MORGAN CHASE BANK NA 
Registered          12,746         0        0       0         0     12,746 
Eligible            15,668         0        0       0         0     15,668 
Total               28,414         0        0       0         0     28,414 
 
LOOMIS INTERNATIONAL (US) LLC 
Registered          26,760         0        0       0         0     26,760 
Eligible            31,211         0      635    -635         0     30,577 
Total               57,972         0      635    -635         0     57,337 
 
MALCA-AMIT USA, LLC 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
MANFRA, TORDELLA & BROOKES, LLC 
Registered          32,691         0        0       0         0     32,691 
Eligible            19,443         0        0       0         0     19,443 
Total               52,134         0        0       0         0     52,134 
 
STONEX PRECIOUS METALS LLC 
Registered               0         0        0       0         0          0 
Eligible                 0         0        0       0         0          0 
Total                    0         0        0       0         0          0 
 
COMBINED TOTALS 
Registered          78,910         0        0       0         0     78,910 
Eligible            85,003         0      635    -635         0     84,368 
Total              163,913         0      635    -635         0    163,279 
 
Write to Rodney Christian at csstat@dowjones.com

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Worthington Enterprises Files 8K - Director, Officer or Compensation Filing >WOR

Dow Jones Newswires

E-mini Consumer Discretionary Select Sector Futures DEC5

+0.41%

Worthington Enterprises Inc. (WOR) filed a Form 8K - Director, Officer or Compensation Filing - with the U.S Securities and Exchange Commission on September 26, 2025.

At the Annual Meeting of Shareholders of the Registrant held on September 23, 2025 (the "Annual Meeting"), the shareholders of the Registrant approved the Worthington Enterprises, Inc. 2025 Equity Plan for Non-Employee Directors (the "Plan"). The Plan will be administered by the Registrant's Board of Directors (the "Board"). Eligibility to participate in the Plan is limited to non-employee directors of the Registrant.

Subject to adjustment as described in the Plan, the Plan provides that a maximum of 1,000,000 common shares may be granted under the Plan.

If any common shares subject to any award under the Plan are forfeited or withheld for taxes, any award terminates or expires unexercised or any award is settled for cash or other property or exchanged for other awards, the common shares subject to such award will again be available for grant pursuant to the Plan.

Under the Plan, the Committee may grant the following types of awards: (a) stock options; (b) stock appreciation rights, in tandem with non-qualified stock options or free-standing; (c) restricted common shares; (d) restricted stock units; and (e) other awards of common shares or awards valued in whole or in part by reference to, or otherwise based upon, common shares or other property.

The Plan became effective upon approval of the Plan by the Registrant's shareholders on September 23, 2025 and will remain in effect until terminated by the Board. The Board may amend, terminate or suspend the Plan or any outstanding award at any time except to the extent that such amendment, alteration, or discontinuation would (a) impair the rights of a participant under an award previously granted, without the participant's consent, or (b) require shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule,

The foregoing description of the Plan is qualified in its entirety by reference to the complete terms of the Plan, which is included with this Form 8-K as Exhibit 10.1 and incorporated herein by this reference. A description of the material terms of the Plan was included in the Registrant's definitive Proxy Statement for the Annual Meeting as filed with the Securities and Exchange Commission on August 13, 2025.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/108516/000119312525220423/wor-20250923.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/108516/000119312525220423/0001193125-25-220423-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

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Worthington Enterprises Files 8K - Operations And Financial Condition >WOR

Dow Jones Newswires

E-mini Consumer Discretionary Select Sector Futures DEC5

+0.41%

Worthington Enterprises Inc. (WOR) filed a Form 8K - Operations and Financial Condition - with the U.S Securities and Exchange Commission on September 26, 2025.

Worthington Enterprises, Inc. (the "Registrant") conducted a conference call on September 24, 2025, beginning at approximately 8:30 a.m., Eastern Time, to discuss the Registrant's unaudited financial results for the first quarter ended August 31, 2025. Additionally, the Registrant addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this "Form 8-K").

The information contained in this Item 2.02 and in Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

In the conference call, the Registrant discussed financial measures prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP") as well as non-GAAP financial measures to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant's ongoing operations from period to period. The Registrant referred to adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") and adjusted EBITDA margin on a trailing 12-months ("TTM") basis. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures used by management as measures of operating performance. EBITDA is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense and depreciation and amortization to/from net earnings attributable to controlling interest. Adjusted EBITDA is calculated by adding or subtracting, as appropriate, to/from EBITDA certain items that the Registrant believes are not necessarily indicative of its operating performance, such as those listed in the table below and previously described in Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on September 24, 2025. TTM adjusted EBITDA margin is calculated by dividing TTM adjusted EBITDA by net sales. The table below provides a reconciliation from net earnings (the most comparable GAAP financial measure) to adjusted EBITDA for the TTM ended August 31, 2025.

First

Fourth

Third

Second

Quarter

(In thousands)

2026

2025

Net earnings (GAAP)

34,821

3,614

39,339

28,009

Plus: Net loss attributable to noncontrolling interest

327

263

324

251

Net earnings attributable to controlling interest

35,148

3,877

39,663

28,260

Interest expense (income), net

(60

)

628

1,033

Income tax expense

10,860

4,717

13,240

9,100

EBIT (1)

46,071

8,534

53,531

38,393

Impairment of goodwill and long-lived assets

50,813

Restructuring and other expense, net

2,476

1,372

5,374

2,620

Non-cash settlement charges in miscellaneous expense

5,000

Non-recurring loss in equity income

3,387

Adjusted EBIT (1)

48,547

69,106

58,905

41,013

Depreciation and amortization

13,086

12,555

11,950

11,927

Stock-based compensation

3,427

3,399

2,924

3,273

Adjusted EBITDA (non-GAAP)

65,060

85,060

73,779

56,213

TTM adjusted EBITDA (non-GAAP)

280,112

TTM net earnings margin (GAAP)

8.8

TTM adjusted EBITDA margin (non-GAAP)

23.3

(1)

EBIT and adjusted EBIT are non-GAAP financial measures. However, these measures are not used by management to evaluate the Registrant's performance, engage in financial and operational planning, or to determine incentive compensation. Instead, they are included as subtotals in the reconciliation of net earnings to adjusted EBITDA, which is a non-GAAP financial measure used by management.

During the conference call, the Registrant referred to free cash flow and free cash flow conversion for the TTM ended August 31, 2025. Free cash flow is a non-GAAP financial measure that management believes measures the Registrant's ability to generate cash beyond what is required for its business operations and capital expenditures. Free cash flow is calculated by subtracting investment in property, plant, and equipment from net cash provided by operating activities. Free cash flow conversion is calculated by dividing free cash flow by net earnings attributable to controlling interest. The following provides a reconciliation of net cash provided by operating activities (the most comparable GAAP financial measure) to free cash flow and the calculation of operating cash flow conversion (the most comparable GAAP financial measure) and free cash flow conversion for the TTM ended August 31, 2025.

First

Fourth

Third

Second

Quarter

(In thousands)

2026

2025

Net cash provided by operating activities (GAAP)

41,061

62,414

57,131

49,053

Investment in property, plant and equipment

(13,195

)

(13,086

)

(12,704

)

(15,161

)

Free cash flow (non-GAAP)

27,866

49,328

44,427

33,892

TTM net cash provided by operating activities (GAAP)

209,659

TTM free cash flow (non-GAAP)

155,513

TTM net earnings attributable to controlling interest (GAAP)

106,948

TTM adjusted net earnings attributable to controlling interest (Non-GAAP)

165,917

TTM operating cash flow conversion (GAAP)

196

Free cash flow conversion (Non-GAAP) (1)

During the conference call, the Registrant referred to the ratio of net debt to TTM adjusted EBITDA, which is a non-GAAP financial measure that is used by the Registrant as a measure of leverage. Net debt to TTM adjusted EBITDA is calculated by subtracting cash and cash equivalents from total debt (defined as the aggregate of short-term borrowings, current maturities of long-term debt and long-term debt) and dividing the sum by TTM adjusted EBITDA. The calculation of net debt to adjusted EBITDA for the TTM ended August 31, 2025, along with a reconciliation of net cash provided by operating activities (the most comparable GAAP financial measure) is outlined below.

First

Fourth

Third

Second

Quarter

2026

2025

Net cash provided by operating activities (GAAP)

41,061

62,414

57,131

49,053

Adjustments:

Changes in assets and liabilities, net of impact of acquisitions

13,029

4,151

(6,738

)

5,329

Interest expense (income), net

(60

)

628

1,033

Income tax expense

10,860

4,717

13,240

9,100

Impairment of long-lived assets

(50,813

)

Benefit from (provision for) deferred income taxes

(2,958

)

7,568

8,016

(2,682

)

Impairment of investment in note receivable

(5,000

)

Bad debt (expense) benefit

(1,128

)

(2,069

)

Equity in net income of unconsolidated affiliates, net of distributions

181

2,041

(3,089

)

(4,268

)

Net gain (loss) on sale of assets

(824

)

508

Non-cash restructuring and other expense

(2,662

)

Less: noncontrolling interest

327

263

324

251

EBITDA (Non-GAAP) (1)

62,584

24,488

68,405

53,593

Adjustments:

Impairment of long-lived assets

50,813

Restructuring and other expense, net

2,476

1,372

5,374

2,620

Impairment of investment in note receivable

5,000

Non-recurring loss in equity income

3,387

Adjusted EBITDA (Non-GAAP) (1)

65,060

85,060

73,779

56,213

(1)

Excludes the impact of noncontrolling interest.

August 31,

(In thousands)

2025

Long-term debt

306,010

Less: cash and cash equivalents

167,122

Net debt

138,888

TTM adjusted EBITDA (non-GAAP)

280,112

Net debt to TTM adjusted EBITDA (non-GAAP)

0.50

Additional non-GAAP financial measures referred to by the Registrant on the conference call, including reconciliations to the most comparable GAAP financial measures, are included in Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on September 23, 2025. Such Exhibit 99.1 includes a copy of the Registrant's news release issued on September 23, 2025 (the "Financial News Release") reporting results for the three-month ended August 31, 2025. The Financial News Release was made available on the Registrant's website throughout the conference call and will remain available on the Registrant's website for at least one year.

The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/108516/000119312525220423/wor-20250923.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/108516/000119312525220423/0001193125-25-220423-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

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CFTC Commitments: ICE Crude Oil Europe Futures - Sep 26

Dow Jones Newswires

E-mini Consumer Discretionary Select Sector Futures DEC5

+0.41%

 CRUDE OIL, LIGHT SWEET-WTI - ICE FUTURES EUROPE 
FUTURES ONLY POSITIONS AS OF 09/23/25                         | 
--------------------------------------------------------------| NONREPORTABLE 
      NON-COMMERCIAL      |   COMMERCIAL    |      TOTAL      |   POSITIONS 
--------------------------|-----------------|-----------------|----------------- 
  LONG  | SHORT  |SPREADS |  LONG  | SHORT  |  LONG  | SHORT  |  LONG  | SHORT 
-------------------------------------------------------------------------------- 
(CONTRACTS OF 1,000 BARRELS)                         OPEN INTEREST:      807,783 
COMMITMENTS 
 113,454   69,739  208,564  475,960  519,588  797,978  797,891    9,805    9,892 
 
CHANGES FROM 09/16/25 (CHANGE IN OPEN INTEREST:     -4,002) 
   1,411   -1,730     -878   -2,467   -1,986   -1,934   -4,594   -2,068      592 
 
PERCENT OF OPEN INTEREST FOR EACH CATEGORY OF TRADERS 
    14.0      8.6     25.8     58.9     64.3     98.8     98.8      1.2      1.2 
 
NUMBER OF TRADERS IN EACH CATEGORY (TOTAL TRADERS:      126) 
      24       34       53       58       56      115      113 
 
 
     Write to Valena Henderson at csstat@dowjones.com

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CFTC Commitments: NYMEX Platinum/Palladium Futures/Options - Sep 26

Dow Jones Newswires

E-mini Consumer Discretionary Select Sector Futures DEC5

+0.41%

PALLADIUM - NEW YORK MERCANTILE EXCHANGE 
OPTION AND FUTURES COMBINED POSITIONS AS OF 09/23/25          | 
--------------------------------------------------------------| NONREPORTABLE 
      NON-COMMERCIAL      |   COMMERCIAL    |      TOTAL      |   POSITIONS 
--------------------------|-----------------|-----------------|----------------- 
  Long  | Short  |Spreads |  Long  | Short  |  Long  | Short  |  Long  | Short 
-------------------------------------------------------------------------------- 
(CONTRACTS OF 100 TROY OUNCES)                       OPEN INTEREST:       23,061 
COMMITMENTS 
   8,667   11,985    2,989    8,210    7,006   19,866   21,979    3,195    1,082 
 
CHANGES FROM 09/16/25 (CHANGE IN OPEN INTEREST:        509) 
     570      307       39     -154      329      455      675       54     -166 
 
PERCENT OF OPEN INTEREST FOR EACH CATEGORY OF TRADER 
    37.6     52.0     13.0     35.6     30.4     86.1     95.3     13.9      4.7 
 
NUMBER OF TRADERS IN EACH CATEGORY (TOTAL TRADERS:      188) 
      85       56       34       27       34      130      106 
 
 
PLATINUM - NEW YORK MERCANTILE EXCHANGE 
OPTION AND FUTURES COMBINED POSITIONS AS OF 09/23/25          | 
--------------------------------------------------------------| NONREPORTABLE 
      NON-COMMERCIAL      |   COMMERCIAL    |      TOTAL      |   POSITIONS 
--------------------------|-----------------|-----------------|----------------- 
  Long  | Short  |Spreads |  Long  | Short  |  Long  | Short  |  Long  | Short 
-------------------------------------------------------------------------------- 
(CONTRACTS OF 50 TROY OUNCES)                        OPEN INTEREST:      108,289 
COMMITMENTS 
  57,214   34,248   18,124   22,602   48,886   97,940  101,258   10,349    7,031 
 
CHANGES FROM 09/16/25 (CHANGE IN OPEN INTEREST:     -5,971) 
   2,872     -906   -4,882   -3,406   -2,228   -5,415   -8,015     -556    2,044 
 
PERCENT OF OPEN INTEREST FOR EACH CATEGORY OF TRADER 
    52.8     31.6     16.7     20.9     45.1     90.4     93.5      9.6      6.5 
 
NUMBER OF TRADERS IN EACH CATEGORY (TOTAL TRADERS:      297) 
     151       68       55       42       57      225      153 
 
     Write to Valena Henderson at csstat@dowjones.com