WILLISTON, Vt.--(BUSINESS WIRE)--iSun, Inc. (NASDAQ: ISUN) (the "Company," or "iSun"), a leading solar energy and clean mobility infrastructure company with 50-years of experience accelerating the adoption of innovative electrical technologies, today announced that it will participate in the 35^th Annual Roth Capital Conference to be held March 12-14, 2023 at the Ritz Carlton Laguna Niguel at Dana Point, California. Representing iSun will be Jeffrey Peck, Chairman, Chief Executive Officer, and John Sullivan, Chief Financial Officer.

About iSun Inc.

Since 1972, iSun has accelerated the adoption of proven, life-improving innovations in electrification technology. iSun has been the trusted service provider to Fortune 500 companies for decades and has installed clean rooms, fiber optic cables, flight simulators, and over 600 megawatts of solar systems. The Company currently provides a comprehensive suite of solar services across residential, commercial, industrial & municipal, and utility scale projects and provides solar electric vehicle charging solutions for both grid-tied and battery backed solar EV charging systems. iSun believes that the transition to clean, renewable solar energy is the most important investment to make today and is focused on profitable growth opportunities. Please visit www.isunenergy.com for additional information.

iSun Investor Relations
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Landfill project showcases firm’s unparalleled expertise in end-to-end RNG value creation, while delivering deep environmental benefit to local partners

NEW YORK--(BUSINESS WIRE)--Viridi Energy ("Viridi"), a leading renewable natural gas (“RNG”) platform, has begun construction on a landfill renewable natural gas project at the Marathon County Solid Waste Department’s landfill in Ringle, Wisconsin. The development creates a partnership between Viridi and Marathon County that will convert landfill gas into clean RNG, equal to more than three million gallons of gasoline annually.

While the management team has developed more than a dozen landfill to RNG sites and has over 100 years of combined experience in the industry, this is one of the first landfill projects developed under the Viridi name, a company they launched last year with the backing of Warburg Pincus and Green Rock Energy Partners. Viridi will be converting a dormant biogas-to-energy project into a state-of-the-art RNG facility.

For Marathon County, the partnership with Viridi is its latest sustainable infrastructure venture. This project will have a direct, positive environmental impact on the surrounding community by reducing the need for on-site emissions mitigation through the conversion of naturally occurring landfill gas into clean RNG.

“As the transition away from fossil fuels accelerates, our Marathon County project showcases how waste-to-energy projects can be a win-win-win. We are reducing greenhouse gas emissions at the county’s landfill, converting that landfill gas into clean RNG, and replacing the need for fossil fuel-derived natural gas in the process,” said Viridi Chief Executive Officer Dan Crouse. “In addition to the environmental impact, we are excited to support the local economy in Marathon County as we kick off operations in the community.”

“As stewards of our financial and natural resources, we are excited for what this project means for Marathon County,” said Kurt Gibbs, Chair of the Marathon County Board of Supervisors. “This project is a great example of how innovative and sustainable resource management can benefit our entire community.”

Once the construction phase is complete and the facility is operational, Viridi will deliver clean energy to offtake partners, including long-term buyers of RNG and the transportation market.

About Viridi Energy

Viridi Energy is a full-service renewable natural gas (“RNG”) platform founded by a veteran renewable natural gas management team. The company is developing a platform to build, own and operate RNG assets with landfill, dairy, and food waste feedstocks across North America. For more information, please visit www.viridirng.com. Follow us on LinkedIn.

George Spencer
BackBay Communications
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HOUSTON--(BUSINESS WIRE)--Flame Acquisition Corp. (“Flame”) today announced the results for the proposal considered and voted upon by its stockholders at its special meeting on February 27, 2023. Flame reported that the proposal to amend Flame’s amended and restated certificate of incorporation to extend the date by which Flame has to consummate a business combination was approved by the requisite number of shares of Flame common stock voted at the special meeting. A Current Report on Form 8-K disclosing the full voting results will be filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2023.

ABOUT FLAME ACQUISITION CORP.

Flame is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in North America.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication relates to the proposed Business Combination (as defined in the Current Report on Form 8-K filed with the SEC on November 2, 2022) between Flame and Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”). In connection with the proposed Business Combination, Flame filed with the SEC a preliminary proxy statement on Schedule 14A on November 10, 2022 (as may be amended from time to time, including on December 23, 2022 and January 27, 2023, the “Proxy Statement”). Flame may also file other documents regarding the proposed Business Combination with the SEC. The Proxy Statement which will be sent or given to the Flame stockholders will contain important information about the proposed Business Combination and related matters. INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), WHICH IS CURRENTLY AVAILABLE, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, AND WILL CONTAIN, IMPORTANT INFORMATION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE BUSINESS COMBINATION AGREEMENT (AS DEFINED IN THE PROXY STATEMENT). You may obtain a free copy of the Proxy Statement and other relevant documents filed by Flame with the SEC at the SEC’s website at www.sec.gov. You may also obtain Flame’s documents on its website at www.Flameacq.com.

PARTICIPANTS IN THE SOLICITATION

Flame and its directors and officers may be deemed participants in the solicitation of proxies of Flame’s stockholders in connection with the Business Combination. Flame’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Flame in Flame’s Registration Statement on Form S-1, which was initially filed with the SEC on February 5, 2021 and amended on February 18, 2021 and February 22, 2021, in Flame’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on April 4, 2022, and the Proxy Statement, including the preliminary proxy statement contained therein.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Flame’s stockholders in connection with the Business Combination and other matters to be voted upon at the special meeting will be set forth in the proxy statement for the Business Combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination is included in the proxy statement.

FORWARD-LOOKING STATEMENTS

This communication contains a number of “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include information concerning the SYU Assets (as defined in the Proxy Statement), Sable’s or Flame’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and effects of regulation, including Sable’s ability to close the transaction to acquire the SYU Assets and Flame’s ability to close the transaction with Sable. When used in this communication, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “ may,” “ believe,” “ anticipate,” “ intend,” “ estimate,” “ expect,” “project,” “continue,” “plan,” forecast,” “predict,” “potential,” “future,” “outlook,” and “target,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements will contain such identifying words. These forward-looking statements are based on Sable’s and Flame’s management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Sable and Flame disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication. Sable and Flame caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Sable and Flame, incidental to the development, production, gathering, transportation and sale of oil, natural gas and natural gas liquids. These risks include, but are not limited to, (a) the occurrence of any event, change or other circumstance that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that may be instituted against Sable, Flame or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Flame, to obtain financing to complete the Business Combination or to satisfy other conditions to closing the Business Combination; (d) the ability to meet the applicable stock exchange listing standards following the consummation of the Business Combination; (e) the ability to recommence production of the SYU Assets and the cost and time required therefor, and production levels once recommenced; (f) commodity price volatility, low prices for oil, natural gas and/or natural gas liquids, global economic conditions, inflation, increased operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, processing volumes and pipeline throughput; (g) uncertainties related to new technologies, geographical concentration of operations, environmental risks, weather risks, security risks, drilling and other operating risks, regulatory changes and regulatory risks; (h) the uncertainty inherent in estimating oil and natural gas reserves and in projecting future rates of production; (i) reductions in cash flow and lack of access to capital; (j) Flame’s ability to satisfy future cash obligations; (k) restrictions in existing or future debt agreements or structured or other financing arrangements; (l) the timing of development expenditures, managing growth and integration of acquisitions, and failure to realize expected value creation from acquisitions; and (m) the ability to recognize the anticipated benefits of the Business Combination. While forward-looking statements are based on assumptions and analyses that management of Flame and Sable believe to be reasonable under the circumstances, whether actual results and developments will meet such expectations and predictions depends on a number of risks and uncertainties that could cause actual results, performance, and financial condition to differ materially from such expectations. Any forward-looking statement made in this communication speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statement and other documents filed by Flame from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Flame and Sable assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. Neither Flame nor Sable gives any assurance that any of Flame, Sable or the combined company will achieve its expectations.

Investor Contact:
Gregory D. Patrinely, Chief Financial Officer and Secretary
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• Dow and X-energy sign joint development agreement to develop a four-unit Xe-100 facility at one of Dow’s U.S. Gulf Coast sites
• United States Department of Energy makes Dow a subawardee under X-energy’s Advanced Reactor Demonstration Program Cooperative Agreement
• Dow and X-energy to develop and license technology applicable to other industrial customers

ROCKVILLE, Md. & MIDLAND, Mich.--(BUSINESS WIRE)--$AAC #AdvancedNuclear--Dow (NYSE: DOW), the world’s leading materials science company, and X-Energy Reactor Company, LLC (“X-energy”), a leading developer of advanced nuclear reactors and fuel technology for clean energy generation, announced today their entry into a joint development agreement (“JDA”) to demonstrate the first grid-scale advanced nuclear reactor for an industrial site in North America.

As a subawardee under the U.S. Department of Energy’s (“DOE”) Advanced Reactor Demonstration Program (“ARDP”) Cooperative Agreement with X-energy, Dow intends to work with X-energy to install their Xe-100 high-temperature gas-cooled reactor (“HTGR”) plant at one of Dow’s U.S. Gulf Coast sites, providing the site with safe, reliable, low-carbon power and steam within this decade. The JDA includes up to $50 million in engineering work, up to half of which is eligible to be funded through ARDP, and the other half by Dow. The JDA work scope also includes the preparation and submission of a Construction Permit application to the U.S. Nuclear Regulatory Commission (“NRC”).

“The utilization of X-energy’s fourth generation nuclear technology will enable Dow to take a major step in reducing our carbon emissions while delivering lower carbon footprint products to our customers and society,” said Jim Fitterling, Dow chairman and CEO. “The collaboration with X-energy and the DOE will serve as a leading example of how the industrial sector can safely, effectively and affordably decarbonize.”

Working with DOE and subject to its review and approval, Dow and X-energy expect to finalize site selection in 2023. The parties intend to perform further ARDP-related work under the JDA as the project progresses. Additionally, the companies have agreed to develop a framework to jointly license and utilize the technology and learnings from the project, which would enable other industrial customers to effectively utilize Xe-100 industrial low carbon energy technology.

“Today’s announcement demonstrates the commercial versatility of the Xe-100 and is an important milestone for the future of advanced nuclear and carbon-free energy around the world. X-energy’s collaboration with Dow brings added significance because of the immense opportunity to further reduce emissions in the energy-intensive industrial sector,” said X-energy CEO J. Clay Sell. “From the beginning to the end of the supply chain, our technology can supply both power and heat to businesses in most sectors of the economy to help limit their carbon footprint. We are thrilled to work with Dow to deliver a successful project and illustrate the broad, highly flexible applications of X-energy’s proprietary nuclear energy technology.”

X-energy is a leading developer of a more advanced small modular reactor (“SMR”) and proprietary fuel for carbon-free and reliable baseload power production. Unlike existing light water and other small modular reactors, X-energy’s HTGR technology can also support broad industrial use applications through its high-temperature heat and steam output that can be integrated into and address the needs of both large and regional electricity and/or industrial manufacturing systems. The four-reactor Xe-100 nuclear plant will provide a Dow facility with cost-competitive, low carbon process heat and power to make essential products used by consumers and businesses every day. Importantly, X-energy’s innovative and simplified modular design is road-shippable and intended to drive scalability, accelerate construction timelines and create more predictable and manageable construction costs.

X-energy was selected by DOE in 2020 to receive up to $1.2 billion under the ARDP in federal cost-shared funding to develop, license, build, and demonstrate an operational advanced reactor and fuel fabrication facility by the end of the decade. Since that award, X-energy has completed the engineering and basic design of the nuclear reactor, advanced development of a fuel fabrication facility in Oak Ridge, Tennessee, and is preparing to submit an application for licensure to the NRC.

Dow

Dow (NYSE: DOW) combines global breadth; asset integration and scale; focused innovation and materials science expertise; leading business positions; and environmental, social and governance leadership to achieve profitable growth and help deliver a sustainable future. The Company's ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company in the world. Dow's portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated, science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer applications. Dow operates manufacturing sites in 31 countries and employs approximately 37,800 people. Dow delivered sales of approximately $57 billion in 2022. References to Dow or the Company mean Dow Inc. and its subsidiaries. ​​​​​​​ For more information, please visit www.dow.com or follow @DowNewsroom on Twitter.

Cautionary Statement about Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "may," "opportunity," "outlook," "plan," "project," "seek," "should," "strategy," "target," "will," "will be," "will continue," "will likely result," "would" and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow's control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow's products; Dow's expenses, future revenues and profitability; the continuing global and regional economic impacts of the coronavirus disease 2019 ("COVID-19") pandemic and other public health-related risks and events on Dow's business; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflict between Russia and Ukraine; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe; size of the markets for Dow's products and services and ability to compete in such markets; failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow's products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow's intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow's significant customers and suppliers; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflict between Russia and Ukraine; weather events and natural disasters; and disruptions in Dow's information technology networks and systems; and risks related to Dow's separation from DowDuPont Inc. such as Dow's obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and the Company's subsequent Quarterly Reports on Form 10-Q. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow's business. Dow Inc. and TDCC assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient advanced small modular nuclear reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with other SMRs and conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

As previously announced on December 6, 2022, X-energy entered into a definitive business combination agreement with Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company. Upon the closing of the transaction, which is expected to be completed in the second quarter of 2023, the combined company will be named X-Energy, Inc. and its common equity securities and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions.

About Ares Acquisition Corporation

AAC is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-energy, AAC filed a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on January 25, 2023, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination or related transactions; (3) inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in any proposed business combination as a result of redemptions or otherwise; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (5) the risk that any proposed business combination disrupts current plans and operations; (6) the inability to recognize the anticipated benefits of any proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (7) costs related to the proposed business combination; (8) changes in the applicable laws or regulations; (9) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (10) the ongoing impact of the global COVID-19 pandemic; (11) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (12) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (13) whether government funding and/or demand for high assay low enriched uranium for government or commercial uses will materialize or continue; (14) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (15) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (16) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (17) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the ongoing COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Dow

Investors:
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Media:
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+1-989.633.1863
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or
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X-energy

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Ares Acquisition Corporation

Investors:
Carl Drake and Greg Mason
+1-888-818-5298
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Jacob Silber
+1-212-301-0376
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Fourth Quarter Highlights:

• Net income was a record $27.6 million; up significantly compared to net income of $18.1 million in the fourth quarter of 2021.

• Basic earnings per share were a record high of $1.17 for the quarter, an increase of 51.9% compared to $0.77 for the fourth quarter of 2021.

• Oil Business segment revenue of $75.3 million represents a record high, and an increase of 14.3% from the year-ago quarter.

• Environmental Services segment revenue was a record high of $165.8 million, an increase of 60.0% from the year-ago quarter.

• Environmental Services profit before corporate selling, general, and administrative expenses was a record high of $35.1 million with operating margin of 21.2%.

• EBITDA for the quarter was a record $52.9 million, the third consecutive quarter of record-setting EBITDA.

• Adjusted EBITDA of $42.1 million was up 17.9% compared to Adjusted EBITDA of $35.7 million in the fourth quarter of 2021.

• Adjusted net earnings for the quarter were $18.8 million.

HOFFMAN ESTATES, Ill.--(BUSINESS WIRE)--Heritage-Crystal Clean, Inc. (Nasdaq: HCCI), a leading provider of parts cleaning, hazardous and non-hazardous waste services, used oil re-refining, antifreeze recycling, industrial and field services, and emergency and spill response services today announced results for the fourth quarter of fiscal 2022 and for the full fiscal year, which ended December 31, 2022.

Fourth Quarter Review

Total revenue for the fourth quarter of 2022 increased 42.2% to $241.1 million compared to $169.5 million for the same quarter of 2021. The Company's fourth quarter of fiscal 2022 was comprised of 77 working days compared to 76 working days in the fiscal fourth quarter of 2021. On a sales-per-working day basis, revenue increased approximately 40.4% compared to the prior year quarter. The increase in revenue was due to improvement in base oil pricing in our Oil Business segment along with increased demand and higher selling prices for our Environmental Services segment products and services as well as by revenue from an acquisition made during the third quarter of 2022.

Our operating margin percentage decreased to 22.8% in the fourth quarter of 2022 compared to 26.6% in the fourth quarter of 2021. The decrease was mainly due to increased costs for solvent, disposal costs, depreciation expense, fuel cost, and equipment rental, partially offset by an increase in the spread between the netback (sales price net of freight impact) on our base oil sales and the price paid/charged to our customers for the collection of their used oil. Our corporate SG&A expense as a percentage of revenue decreased slightly to 11.9% from 12.1% of revenue in the fourth quarter of 2021 mainly due to higher revenue and lower share-based compensation expense.

Net income was $27.6 million, or $1.16 per diluted share, for the fourth quarter of 2022. This compares to net income of $18.1 million, or $0.77 per diluted share, in the year earlier quarter. Adjusted net income for the quarter was $18.8 million. The most significant adjustment to net earnings was subtracting a $12.2 million gain from the revaluation of one of our investments.

Fiscal 2022 Review

In 2022, we generated $709.3 million in revenue compared to prior year revenue of $515.3 million, an increase of $194.0 million, or 37.6%. The Company's 2022 fiscal year was comprised of 254 working days compared to 253 working days in fiscal 2021. On a sales-per-working day basis, revenue increased approximately 37.1% in fiscal 2022 compared to the prior year. This increase in revenue was due to the increase in base oil pricing in our Oil Business segment and the continued reopening of the U.S. economy from the COVID-19 pandemic as well as inorganic growth in the Environmental Services segment.

Our operating margin percentage for 2022 was 26.2% compared to 28.0% operating margin in fiscal 2021. The decrease was mainly due to increased costs for solvent, disposal costs, depreciation expense, fuel costs, equipment rental, and hydrogen expense, partially offset by an increase in the spread between the netback on our base oil sales and the price paid/charged to our customers for the removal of their used oil. Corporate SG&A expense for fiscal 2022 was 11.2% of revenue, compared to 12.1% of revenue in fiscal 2021.

Net income for fiscal 2022 was $84.8 million, or $3.58 per diluted share, compared to net income of $60.9 million, or $2.59 per diluted share, for fiscal 2021. Adjusted net income for the year was $78.8 million.

Segments

Our Environmental Services segment includes parts cleaning, hazardous and non-hazardous waste disposal, wastewater vacuum, antifreeze recycling, industrial and field services, and emergency and spill response. The Environmental Services segment reported revenue of $165.8 million, an increase of $62.2 million, or 60.0%, during the fourth quarter of fiscal 2022 compared to the fourth quarter of fiscal 2021. The increase in revenue was mainly due to the continued reopening of the U.S. economy post the COVID-19 pandemic as well as revenue from an acquisition made during the third quarter of fiscal 2022. We experienced revenue increases across a majority of our service lines in the segment during the fourth quarter of fiscal 2022 when compared to the fourth quarter of 2021. On a sales-per-working day basis, Environmental Services segment revenue increased approximately 57.9% compared to the prior year quarter.

Profit before corporate SG&A expense in the Environmental Services segment during the fourth quarter was $35.1 million and as a percentage of revenue was 21.2% compared to 22.0% in the year ago quarter. The decline in margin on a percentage basis was mainly due to higher fuel costs, solvent expenses, and equipment rental expense.

During fiscal 2022, Environmental Services segment revenue increased $130.9 million, or 41.1%, compared to fiscal 2021, while our 2022 profit before corporate SG&A expense as a percentage of revenue was 20.9% compared to 23.6% in fiscal 2021.

President and CEO Brian Recatto commented, "Due to the inflationary pressure we continue to face in various parts of our Environmental Services segment, we implemented another price increase in December of 2022. Implementation of this increase should help improve our operating margin during 2023."

Our Oil Business segment includes used oil collection activities, sales of recycled fuel oil, and re-refining activities. During the fourth quarter of fiscal 2022, Oil Business revenues increased 14.3% to $75.3 million compared to the fourth quarter of fiscal 2021. An increase in our base oil netback was the main driver of the increase in revenue. On a sales-per-working day basis, our Oil Business segment revenue increased approximately 12.9% compared to the prior year quarter.

Our Oil Business segment operating margin percentage decreased to 26.4% in the fourth quarter of 2022 compared to 33.7% during the same period of 2021. The decrease in operating margin was mainly due to increased costs related to transportation and hydrogen partially offset by an increase in the spread between the netback on our base oil sales and the price paid/charged to our customers for the removal of their used oil.

Full year 2022 Oil Business segment revenue increased by 32.0% compared to fiscal 2021, while operating margin also slightly increased to 35.3% compared to 35.2% in fiscal 2021.

Recatto commented, "Despite the significant decline in base oil netback compared to the third quarter, base oil netback during the fourth quarter remained above our netback for the fourth quarter of 2021. The higher netback allowed us to increase our spread on a year-over-year basis and generate better than expected operating margin during the quarter. For the year, we are very pleased with the record annual revenue and profitability in the Oil Business segment."

Safe Harbor Statement

All references to the “Company,” “we,” “our,” and “us” refer to Heritage-Crystal Clean, Inc., and its subsidiaries. This release contains forward-looking statements that are based upon current management expectations. Generally, the words "aim," "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "should," "will be," "will continue," "will likely result," "would" and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other important factors include, among others: our ability to successfully integrate our acquisition of Patriot Environmental Services, Inc. and achieve the benefits contemplated by the acquisition; developments in the COVID-19 pandemic and the resulting impact on our business and operations, general economic conditions and downturns in the business cycles of automotive repair shops, industrial manufacturing businesses and small businesses in general; increased solvent, fuel and energy costs and volatility, including a drop in the price of crude oil, the selling price of lubricating base oil, solvent, fuel, energy, and commodity costs; the impact of inflationary pressures on our business; our ability to enforce our rights under the FCC Environmental purchase agreement; our ability to pay our debt when due and comply with our debt covenants; our ability to successfully operate our used oil re-refinery and to cost-effectively collect or purchase used oil or generate operating results; increased market supply or decreased demand for base oil; further consolidation and/or declines in the United States automotive repair and manufacturing industries; the impact of extensive environmental, health and safety and employment laws and regulations on our business; legislative or regulatory requirements or changes adversely affecting our business; competition in the industrial and hazardous waste services industries and from other used oil re-refineries; claims and involuntary shutdowns relating to our handling of hazardous substances; the value of our used solvents and oil inventory, which may fluctuate significantly; our dependency on key employees; our level of indebtedness, which could affect our ability to fulfill our obligations, impede the implementation of our strategy, and expose us to interest rate risk; the impact of legal proceedings and class action litigation on us and our ability to estimate the cash payments we will make under litigation settlements; our ability to effectively manage our network of branch locations; the control of The Heritage Group over the Company; and the risks identified in the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2023. Given these uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update or revise them or provide reasons why actual results may differ. The information in this release should be read in light of such risks and in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this release.

About Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc. provides parts cleaning, used oil re-refining, hazardous and non-hazardous waste disposal, emergency and spill response, and industrial and field services to vehicle maintenance businesses, manufacturers and other industrial businesses, as well as utilities and governmental entities. Our service programs include parts cleaning, regulated containerized and bulk waste management, used oil collection and re-refining, wastewater vacuum, emergency and spill response, industrial and field services, waste antifreeze collection, recycling and product sales. These services help our customers manage their used chemicals and liquid and solid wastes, while also helping to minimize their regulatory burdens. Through our used oil re-refining program, during fiscal 2022, we recycled approximately 66 million gallons of used oil into high quality lubricating base oil, and we are a supplier to firms that produce and market finished lubricants. Through our antifreeze program during fiscal 2022 we recycled approximately 4.5 million gallons of spent antifreeze which was used to produce a full line of virgin-quality antifreeze products. Through our parts cleaning program during fiscal 2022 we recycled 2.3 million gallons of used solvent into virgin-quality solvent to be used again by our customers. In addition, we sold 0.6 million gallons of used solvent into the reuse market. Through our containerized waste program during fiscal 2022 we collected 22 thousand tons of regulated waste which was sent for energy recovery. Through our wastewater vacuum services program during fiscal 2022 we treated approximately 68 million gallons of wastewater. Heritage-Crystal Clean, Inc. is headquartered in Hoffman Estates, Illinois, and operates through 105 branch and industrial services locations serving approximately 104,000 customer locations.

Conference Call

The Company will host a conference call on Thursday, March 2, 2023, at 9:30 AM Central Time, during which management will give a brief presentation focusing on the Company's operations and financial results. Interested parties can listen to the audio webcast available through our company website, http://crystal-clean.com/investor-relations/, and can participate on the call by dialing (888) 440-4149. After dialing the number, you will be required to provide the following passcode before being joined to the conference call: 8889427.

The Company uses its website to make available information to investors and the public at www.crystal-clean.com.

Mark DeVita, Executive Vice President & Chief Financial Officer, at (847) 836-5670

BARCELONA, Spain--(BUSINESS WIRE)--Wallbox N.V. (NYSE:WBX), a leading provider of electric vehicle (EV) charging and energy management solutions worldwide, today announced its financial results for the fourth quarter and full year ended December 31, 2022 and provided a business update.

Full Year 2022 Highlights:

• Opened two new state of the art factories, one in Arlington, Texas, the other in Barcelona, Spain
• Sold more than 230,000 chargers worldwide
• Acquired two attractive companies, ARES Electronics and Coil, Inc.
• Launched Supernova, a new public DC fast charger
• Generated record revenues of €147 million, an increase of more than 100% compared to 2021, and achieved gross margins¹ of 40.5%
• Announced strategic partnerships with, among others, Nissan, Fisker, Uber, BestBuy, and Lyft to provide chargers and installation services to their customers.

Fourth Quarter 2022 Highlights:

• Secured letters of intent totaling nearly $30 million for Hypernova, the company's 400kW DC fast charging station designed to satisfy current U.S. government subsidy requirements.
• Generated revenues of €37.3 million, an increase of 44% compared to the fourth quarter of 2021 and again exceeding the global EV market growth
• Delivered exceptional revenue growth of 425% in North America
• Raised €43.5 million through the sale of common shares to private investors including company management, board members, and strategic partners.

Executive Commentary

Enric Asuncion, CEO of Wallbox, said, “2022 was an eventful year for us, doubling the size of our business, opening two new factories, completing several acquisitions, launching new products, and forging exciting new partnerships. However, EV deliveries in Europe were challenged by multiple factors, including disruptive economic and geopolitical events. And while our results came in slightly shy of the expected range, consistently growing our business in excess of the market is a testament to the strength of our portfolio and operations.”

Mr. Asuncion continued, “Looking forward, the business environment in the near-term remains complex, and industry sources have once again revised European EV forecasts down for 2023, but we remain constructive on the underlying fundamentals of the market and our competitive position. To ensure we are best positioned for the massive wave of charging infrastructure needed in the future, we are focused on optimizing our business today, conserving cash, and achieving profitability so that we are able to offer customers best in class solutions, while creating value for shareholders.”

Financial Outlook

The following reflects the company’s expectations for select key financial metrics for the first quarter and full year 2023.

First Quarter 2023

• Expect first quarter 2023 revenue between €35 million and €40 million, representing an approximate quarterly year-over-year growth rate between 25% and 45%
• Expect gross margin flat sequentially

Full year 2023

• Expect full-year 2023 revenue between €240 million and €290 million, representing an approximate annual year-over-year growth rate between 60% and 100%
• Expect gross margin of approximately 38%

Conference Call Information

Wallbox NV will host a conference call to discuss the results and provide a business update at 8:00 AM Eastern Time today, March 1, 2022. The live audio webcast and accompanying presentation, will be accessible on Wallbox’s Investor Relations website at https://investors.wallbox.com/overview/default.aspx. A recording of the webcast will also be available following the conference call.

Fourth Quarter 2022 Unaudited Financial Results

Wallbox N.V.
Abbreviated Income Statement – EUR

Adjusted EBITDA is defined as loss for the year before depreciation and amortization, income tax credits, and financial income and interest expense further adjusted to take account of the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These non-cash and other items include, but not are limited to; change in fair value of convertible bonds and derivative warrants, share listing expenses, foreign exchange gains and losses, share based payments expense and other one-off expenses/income related to special operations.

Wallbox N.V.
Cash & Cash Equivalents – EUR

Wallbox N.V.
Investments in PP&E and Long-term Borrowings - EUR

Wallbox Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this press release other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding Wallbox’s future operating results and financial position, business strategy and plans, market growth and objectives for future operations. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “”target,” will,” “would” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: Wallbox’s history of operating losses as an early stage company; the adoption and demand for electric vehicles including the success of alternative fuels, changes to rebates, tax credits and the impact of government incentives; Wallbox’s ability to successfully manage its growth; the accuracy of Wallbox’s forecasts and projections including those regarding its market opportunity; competition; risks related to health pandemics including those of COVID-19; losses or disruptions in Wallbox’s supply or manufacturing partners; impacts resulting from the conflict between Russia and Ukraine; risks related to macro-economic conditions and inflation; Wallbox’s reliance on the third-parties outside of its control; risks related to Wallbox’s technology, intellectual property and infrastructure; as well as the other important factors discussed under the caption “Risk Factors'' in Wallbox’s Post-Effective Amendment No. 3 to Wallbox’s Registration Statement on Form F-1 (File No. 333-260652) filed on September 28, 2022 and Wallbox’s Registration Statement on Form F-3 (File No. 333-268792) filed on December 14, 2022, as such factors may be updated from time to time in its other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investors Relations section of Wallbox’s website at investors.wallbox.com. Any such forward-looking statements represent management’s estimates as of the date of this press release. Any forward-looking statement that Wallbox makes in this press release speaks only as of the date of such statement. Except as required by law, Wallbox disclaims any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.

Non-IFRS Financial Measures

Wallbox reports its financial information required in accordance with IFRS. This release includes financial measures not based on IFRS, including Adjusted EBITDA (the “Non-IFRS Measures”).

Wallbox defines Adjusted EBITDA as net income (loss) before depreciation and amortization, provision (benefit) for income taxes and interest expense adjusted to take account of the impact of certain non-cash and other items that we do not consider in our evaluation of our ongoing operating performance. These non-cash and other items include, but not are limited to: change in fair value of convertible bonds and derivative warrants, share listing expenses, foreign exchange gains/(losses), share based payment expenses, costs relating to the business combination, other items outside the scope of our ordinary activities and share of profit of equity-accounted investees. Management uses these Non-IFRS Measures as measurements of operating performance because they assist management in comparing the Company’s operating performance on a consistent basis, as they remove the impact of items not directly resulting from the Company’s core operations; for planning purposes, including the preparation of management’s internal annual operating budget and financial projections; to evaluate the performance and effectiveness of our strategic initiatives; and to evaluate the Company’s capacity to fund capital expenditures and expand its business.

The Non-IFRS Measures may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. We present the Non-IFRS Measures because we consider them to be important supplemental measures of our performance, and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies. Management believes that investors’ understanding of our performance is enhanced by including the Non-IFRS Measures as a reasonable basis for comparing our ongoing results of operations. By providing the Non-IFRS Measures, together with reconciliations to IFRS, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

Items excluded from the Non-IFRS Measures are significant components in understanding and assessing financial performance. The Non-IFRS Measures have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for loss for the year, revenue or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are: such measures do not reflect revenue related to fulfillment, which is necessary to the operation of our business; such measures do not reflect our expenditures, or future requirements for capital expenditures or contractual commitments; such measures do not reflect changes in our working capital needs; such measures do not reflect our share based payments, income tax benefit/(expense) or the amounts necessary to pay our taxes; although depreciation and amortization are not included in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any costs for such replacements; and other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business and are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. In addition, the Non-IFRS Measures we use may differ from the non-IFRS financial measures used by other companies and are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. Furthermore, not all companies or analysts may calculate similarly titled measures in the same manner. We compensate for these limitations by relying primarily on our IFRS results and using the Non-IFRS Measures only as supplemental measures.

A reconciliation of the Company’s Adjusted EBITDA guidance to the most directly comparable IFRS financial measure cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that are made for future changes in the fair value of cash-settled share-based payment liabilities; foreign exchange gains/(losses) and the other adjustments reflected in our reconciliation of historical non-IFRS financial measures, the amounts of which, could be material.

About Wallbox

Wallbox is a global technology company, dedicated to changing the way the world uses energy. Wallbox creates advanced electric vehicle charging and energy management systems that redefine users' relationship to the grid. Wallbox goes beyond electric vehicle charging to give users the power to control their consumption, save money, and live more sustainably. Wallbox offers a complete portfolio of charging and energy management solutions for residential, semi-public and public use in more than 113 countries around the world. Founded in 2015 and headquartered in Barcelona, the company now employs more than 1,250 people in its offices in Europe, Asia, and the Americas. For additional information, please visit www.wallbox.com.

¹ Gross margin is defined as revenue less changes in inventory, raw materials and other consumables used divided by revenues.

Wallbox Public Relations Contact:
Elyce Behrsin
Public Relations
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+34 673 310 905

Wallbox Investor Contact:
Matt Tractenberg
VP, Investor Relations
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+1 404-574-1504

HOUSTON--(BUSINESS WIRE)--The Port Commission of the Port of Houston Authority met on Tuesday, February 21. Chairman Ric Campo opened the meeting with the news that dredging of Segment 1A of Project 11, the Houston Ship Channel expansion and deepening program, was completed on February 1.

Port Houston anticipates the U.S. Army Corps of Engineers will issue its Assumption of Maintenance memo in early March. Upon its acceptance, the U.S. Coast Guard and National Oceanic and Atmospheric Administration (NOAA) are expected to implement its measures, including updating charts of the widened channel.

“We are targeting mid-March for that transition,” Chairman Campo said of the opening of the widened segment, “and the Houston Pilots are then prepared to lift the current daylight restrictions within Phase 1A.” This will provide the opportunity for longer and wider ships to transit during an expanded time window, delivering more cargo and commerce to the region and the state of Texas.

Executive Director Roger Guenther reported to the Port Commission that cargo activities remain solid. “Steel imports are strong, and though we saw a slight dip in January in container imports, we continue to see increasing resin demand driving exports of loaded containers,” Guenther remarked. Port Houston saw those numbers increase 31% in January, versus the same month last year.

“While there are reports of significantly reduced volumes to the U.S. in loaded imports, we are not seeing this so far in Houston,” Guenther added.

The Executive Director also announced that Saturday gate operations at its two container terminals, implemented at the peak of the supply chain crisis, are expected to end on April 29.

In its commitment to optimizing infrastructure and channel capacity, Port Commission approvals at the meeting included the award of a professional services contract for the design of Container Yard 8 at Bayport Container Terminal. In addition, executive leadership reported that approximately $32 million in projects were recently completed, further illustrating Port Houston’s commitment to growing and sustaining the workforce and regional prosperity.

Meanwhile, staff leadership reported that approximately $32 million in projects had recently been completed, including Port Road, the Bayport U-turn, and phase one of the Barbours Cut Terminal pop-up yard.

The Port Commission will meet on Monday, March 20, for its next monthly meeting.

About Port Houston

For more than 100 years, Port Houston has owned and operated the public wharves and terminals along the Houston Ship Channel, including the area’s largest breakbulk facility and two of the most efficient container terminals in the country. Port Houston is the advocate and a strategic leader for the Channel. The Houston Ship Channel complex and its more than 200 public and private terminals, collectively known as the Port of Houston, is the nation’s largest port for waterborne tonnage and an essential economic engine for the Houston region, the state of Texas and the U.S. The Port of Houston supports the creation of nearly 1.35 million jobs in Texas and 3.2 million jobs nationwide, and economic activity totaling $339 billion in Texas – 20.6 percent of Texas’ total gross domestic product (GDP) – and $801.9 billion in economic impact across the nation. For more information, visit the website at PortHouston.com.

Lisa Ashley-Daniels, Director, Public Relations, Office: 713-670-2644; Mobile: 832-247-8179; E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.

Divert plans infrastructure expansion across North America to decarbonize the food value chain and combat climate change

WEST CONCORD, Mass.--(BUSINESS WIRE)--#Divert--Divert Inc., a leading impact technology company on a mission to Protect the Value of Food™, today announced a $1 billion infrastructure development agreement with Enbridge Inc. (NYSE: ENB) (“Enbridge”), solidifying the company’s leadership in solving the wasted food crisis and delivering on its mission to decarbonize the food value chain and combat climate change.

In addition, Divert secured $80 million in growth equity from Enbridge and also $20 million led by current investor Ara Partners.

A transformative investment for the industry, the $1 billion infrastructure agreement will support the development of wasted food to renewable natural gas (RNG) facilities across North America. This will accelerate Divert’s expansion of anaerobic digestion facilities to sustainably convert wasted food into clean renewable energy, with the potential to offset up to nearly 400,000 metric tons of carbon dioxide annually.

Divert plans to scale its facilities to every major geographic region in the U.S. to be within 100 miles of 80% of the U.S. population in the next eight years. New wasted food to RNG facilities will also be considered for Canada.

“The infrastructure development agreement with Enbridge marks a major turning point in the battle against the wasted food crisis,” said Ryan Begin, CEO and co-founder, Divert. “For 16 years, Divert has been at the forefront of efforts to prevent wasted food nationwide and this new funding will serve as a catalyst to address this pervasive problem at scale. As one of North America's largest energy infrastructure companies, Enbridge will play a critical role in the continued development of our transformative technologies and infrastructure.”

“Enbridge’s agreement with Divert represents a historic commitment from the company in advancing technologies and solutions that achieve a cleaner energy future,” said Caitlin Tessin, Vice President Strategy & Market Innovation, Enbridge. “Divert has emerged as a leader in creatively managing wasted food and our partnership aligns with Enbridge’s priorities in pioneering RNG as an effective solution to achieve net-zero greenhouse gas emissions.”

The U.S. alone generates more than 100 million tons of wasted food annually, with over 50% going to landfills or incinerators. Moreover, wasted food contributes up to 10% of global greenhouse gas emissions. Since 2007, Divert has been leading the fight in taking on this crisis, delivering meaningful social and environmental impact for its stakeholders through its advanced technologies, logistics, and sustainable infrastructure.

“We are fortunate to have amazing national retail and funding partners supporting our journey to transform the food value chain,” said Nick Whitman, co-founder and COO, Divert. “Enbridge shares our vision to build data-centric, transformational infrastructure to combat wasted food, generate renewable energy, and strengthen our communities and environment.”

The agreements come on the heels of significant growth and several major milestones for the company. Divert expanded its retail customer base by nearly 35% in 2022 to include nearly 5,400 retail stores, with over 1,000 additional stores already contracted in 2023. The company also recently signed an offtake agreement with bp worth approximately $175 million, marking one of the largest known RNG offtake agreements for wasted food digestion in the U.S.

To learn more about Divert, visit: www.divertinc.com.

About Divert, Inc.

Divert is an impact technology company on a mission to Protect the Value of Food™. Founded in 2007, the company creates advanced technologies and sustainable infrastructure to eliminate wasted food, driving social and environmental impact. Divert provides an end-to-end solution that prevents waste by maximizing the freshness of food, recovers edible food to serve communities in need, and converts wasted food into renewable energy. The company works with five Fortune 100 companies and nearly 5,400 retail stores across the U.S., helping food retailers to reach their sustainability goals. For more information on Divert, please visit www.divertinc.com.

Media
Caroline Legg
Director of Public Relations
(203) 313-4228
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All currency references in USD unless otherwise indicated

ST. JOHN’S, Newfoundland and Labrador--(BUSINESS WIRE)--$ARR.TO #financialresults--Altius Renewable Royalties Corp. (TSX: ARR) (OTCQX: ATRWF) (“ARR” or the “Corporation”), is pleased to report its financial results for the fourth quarter and year ended December 31, 2022 with a conference call to follow March 2, 2023 at 9:00 am EST.

For the year ended December 31, 2022, ARR reported revenue of $0.8 million, proportionate revenue⁽¹⁾⁽²⁾ of $4.4 million and a net loss of $0.8 million. This compares to revenue of $0.1 million, proportionate revenue of $0.4 million and a net loss of $3.4 million for 2021. Total proportionate revenue in 2022 was comprised of $3.6 million in royalty revenue and $0.8 million in interest income.

For the quarter ended December 31, 2022, ARR reported revenue of $0.4 million, proportionate revenue of $1.2 million and net loss of $0.4 million. This compares to revenue of $0.03 million, proportionate revenue of $0.3 million and a net loss of $1.2 million in Q4 2021.

The underlying 50% owned Great Bay Renewables (“GBR”) joint venture reported $7.3 million in annual royalty revenue, exceeding previously estimated guidance of $6.5 million-$7.0 million. For 2023, GBR expects to realize annual royalty revenue of $11.5 million to $13.5 million based upon the current royalty portfolio and recent merchant price assumptions that reflect lower current natural gas prices and resulting lower power prices in several key markets.

Operating cash flows at GBR were $2.7 million in 2022 and are expected to grow in 2023 upon incorporation of two new operating stage acquisitions completed late in the year, the recent placement in service of the Young Wind (500 MW) and Appaloosa Run Wind (175 MW) projects, assigned through agreements with Apex Clean Energy (“Apex”) and Tri Global Energy (“TGE”), respectively, and the placement in service of the El Sauz (300 MW) project, which is expected shortly. Appaloosa Run represents the first cash flowing royalty from the TGE investment and Young Wind the second from the Apex investment. These royalties will provide cashflow for all of 2023 and for many years beyond as their associated projects transform the perpetual natural resource of wind into renewable energy. Furthermore, the Corporation continues to evaluate new royalty investment opportunities spanning the full spectrum of development to production stage assets, which could potentially augment its built-in growth profile.

New Royalty Investments

On December 20, 2022 GBR acquired an existing royalty interest on a portion of an operating wind project from Apex for $17.8 million after standard working capital and other adjustments. The project is an approximately 1 GW wind project located in Hansford County, Texas owned and operated by a top-tier renewables owner-operator. Under the royalty, GBR will receive a fixed dollar amount per megawatt hour produced from a distinct 658 MW of the project, which achieved commercial operations in September 2022. GBR expects the royalty to contribute approximately $1.5 million to its revenue in 2023.

On December 1, 2022 GBR entered into a $46 million royalty investment agreement with Longroad Energy (“Longroad”) to support Longroad’s acquisition of the 70 MWac Titan Solar project in Imperial County, California (“Titan”).

The royalty investment has been structured using royalty rates that vary over time and achieve GBR’s investment hurdles while optimizing Longroad’s project level cash flow profile. GBR expects its royalty on Titan to contribute approximately $3.0 million-$3.5 million to its revenues in 2023, and to average $4.0 million-$4.5 million annually over its first 10 years.

As of December 31, 2022 the Corporation held cash of $50.1 million and has 2023 expected commitments towards existing GBR investment agreements of approximately $13 million.

Commenting on the quarter and recently announced transactions, Frank Getman, CEO of GBR, said “It’s been a groundbreaking year for GBR, as we achieved positive cash flow well ahead of what we had forecast at the time of ARR’s IPO and proved multiple test cases for our innovative royalty financing. Counterparties have now used our financing for project development, as part of the capital stack for new renewables projects, especially those with some merchant exposure, restructuring existing projects, and for buying down or buying out unwanted hedges. We believe we are in the early innings of finding new and innovative ways for our royalty financing to be utilized to help optimize the value of renewables projects and accelerate the energy transition.”

Brian Dalton, CEO of ARR added that “The GBR joint venture continues to grow its portfolio of royalties at a pace that is exceeding our original expectations. The past year delivered several key milestones including positive cash flow generation, the graduation of three projects to operational status through our developer agreement pipelines, and the increased and more broadly-based adoption of our royalty financing by the renewable energy sector.”

Non-GAAP Financial Measures

1. Management uses the following non-GAAP financial measures: proportionate royalty and other revenue (“proportionate revenue”) and adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA).
2. Management uses these measures to monitor the financial performance of the Corporation and believes these measures enable investors and analysts to compare the Corporation’s financial performance with its competitors and/or evaluate the results of its underlying business which are held primarily in jointly controlled entities. These measures are intended to provide additional information, not to replace International Financial Reporting Standards (IFRS) measures, and do not have a standard definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. As these measures do not have a standardized meaning, they may not be comparable to similar measures provided by other companies. Further information on the composition and usefulness of each non-GAAP financial measure, including reconciliation to their most directly comparable IFRS measures, is included in the non-GAAP financial measures section of our MD&A.

Conference Call Details

A conference call and webcast will be held on Thursday, March 2, 2023 at 9:00 am EST to provide an update and to offer an open Q&A session for analysts and investors. Access details are as follows:

About ARR

ARR is a renewable energy royalty company whose business is to provide long-term, royalty-level investment capital to renewable power developers, operators, and originators. ARR currently has 10 renewable energy royalties representing 2,068 MW of renewable power on operating projects, and an additional approximately 6.0 GW on projects in the construction and development phases, across several regional power pools in the U.S. The Corporation also expects future royalties from GBR’s investments in Bluestar Energy Capital and Hodson Energy. The Corporation combines industry expertise with innovative, partner-focused solutions to further the growth of the renewable energy sector as it fulfills its critical role in enabling the global energy transition.

Forward-looking information

This news release contains forward‐looking information. The statements are based on reasonable assumptions and expectations of management and ARR provides no assurance that actual events will meet management's expectations. In certain cases, forward‐looking information may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Although ARR believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those projected. Readers should not place undue reliance on forward-looking information. ARR does not undertake to update any forward-looking information contained herein except in accordance with securities regulation.

Flora Wood
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Tel: +1.877.576.2209
Direct: +1.416.346.9020

Ben Lewis
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Tel: +1.877.576.2209

• Posts Q4 Revenue Growth of 14% to $1.28 Billion; Full-Year Revenues of $5.17 Billion
• Generates Q4 Net Income of $82.5 Million, or EPS of $1.52, with Adjusted EPS of $1.44; Full-Year Net Income of $411.7 Million, or EPS of $7.56, with Adjusted EPS of $7.15
• Achieves Q4 Adjusted EBITDA Growth of 29% to $224.2 Million; Generates Full-Year Adjusted EBITDA of $1,022 Million
• Delivers Full-Year Net Cash from Operating Activities of $626.2 Million and Adjusted Free Cash Flow of $289.9 Million
• Provides Full-Year 2023 Adjusted EBITDA and Adjusted Free Cash Flow Guidance

NORWELL, Mass.--(BUSINESS WIRE)--Clean Harbors, Inc. (“Clean Harbors”) (NYSE: CLH), the leading provider of environmental and industrial services throughout North America, today announced financial results for the fourth quarter and year ended December 31, 2022.

“We concluded a record 2022 with strong fourth-quarter results, led by our Environmental Services segment,” said Alan S. McKim, Chairman, President and Chief Executive Officer. “Favorable market dynamics continued to drive considerable demand for our disposal and recycling assets, while our broad range of service offerings also performed well in the quarter. Revenues grew $159 million from a combination of pricing and volume. By leveraging that growth and controlling our costs, we delivered Q4 Adjusted EBITDA growth of 29% and improved our margins by 190 basis points from the same period a year ago.”

Fourth-Quarter Results

Revenues increased 14% to $1.28 billion from $1.12 billion in the same period of 2021. Income from operations grew 55% to $127.4 million from $82.2 million in the fourth quarter of 2021.

Net income was $82.5 million, or $1.52 per diluted share. This compared with net income of $49.0 million, or $0.90 per diluted share, for the same period in 2021. Adjusted for certain items in both periods, adjusted net income was $78.5 million, or $1.44 per diluted share, for the fourth quarter of 2022, compared with adjusted net income of $48.6 million, or $0.89 per diluted share, for the same period of 2021. (See reconciliation tables below). Net income and adjusted net income results for the fourth quarter of 2022 included pre-tax integration and severance costs of $0.3 million. Comparable costs in the fourth quarter of 2021 were $8.6 million, reflecting costs associated with the HydroChemPSC acquisition, which was completed in October 2021.

Adjusted EBITDA (see description below) increased 29% to $224.2 million from $174.3 million in the same period of 2021.

Q4 2022 Segment Review

“Environmental Services (ES) revenues increased 15% year-over-year, and Adjusted EBITDA in the segment rose 35% resulting in a 22.9% margin for the quarter which represents a 340-basis-point improvement over the prior year quarter,” McKim said. “Utilization of our incinerator network was lower than recent quarters at 84% because of unplanned outages at several locations due to severe weather experienced in December. Volumes of higher-value waste streams and overall incineration demand remained strong resulting in a 21% increase in average incineration pricing from a year ago. Landfill volumes increased 28%, along with a small increase in average pricing, as we continued to capture more remediation and waste projects. Our Industrial Services business performed well in the quarter and closed out the year strong with increased customer needs related to the severe weather. Safety-Kleen Environmental revenue grew more than 20% for the third consecutive quarter; demand for its core offerings has now surpassed pre-pandemic levels. Field Services revenue was up 8% from pricing and branch growth initiatives.

“Safety-Kleen Sustainability Solutions (SKSS) revenues grew 9% in the fourth quarter, while Adjusted EBITDA decreased 12% from a year ago,” McKim said. “We experienced a seasonal slowdown in base oil demand in the fourth quarter after a record-breaking third quarter. While our re-refinery spread remained wide, we sold lower volumes of both base oil and blended products as customers depleted their inventories to close out the year. Segment profitability was affected by overall revenue mix and severe weather at multiple locations, which impacted production and resulted in higher costs. We also made investments in the business to accelerate lubricant sales in 2023 and beyond. Waste oil collections were strong in the quarter at 57 million gallons. The new Georgia plant we acquired in June has been running well after initiating multiple throughput enhancements.”

2022 Financial Results

Clean Harbors’ revenues increased 36% to $5.17 billion compared with $3.81 billion in 2021. Income from operations increased 82% to $634.7 million from $347.9 million in 2021.

Net income was $411.7 million, or $7.56 per diluted share, compared with net income of $203.2 million, or $3.71 per diluted share for 2021. Adjusted for certain items in both periods, the Company reported adjusted net income for 2022 of $389.5 million, or $7.15 per diluted share, compared with adjusted net income of $199.6 million, or $3.64 per diluted share, for 2021. (See reconciliation table below). Net income and adjusted net income results for 2022 included pre-tax integration and severance costs of $3.0 million. Comparable costs in 2021 were $19.7 million, with the HPC acquisition representing the largest contributing factor.

Adjusted EBITDA (see description below) increased 51% to $1,022.1 million, compared with Adjusted EBITDA of $676.6 million in 2021, which included $12.0 million of benefits from government assistance programs. The Company generated adjusted free cash flow of $289.9 million in 2022, compared with $326.3 million in 2021. The decrease is largely attributable to higher working capital related to our rapid growth and increased capital expenditures including $45 million of spend associated with the construction of our new incinerator in Nebraska.

“2022 was another terrific year for Clean Harbors, from our outstanding safety results to our record financial performance and notable operating achievements,” said McKim. “In safety, we vastly exceeded our goal of delivering a Total Recordable Incident Rate (TRIR) of below 1.0. We concluded the year with a TRIR of 0.73, which is our best annual safety performance by a wide margin, as the team worked diligently to keep themselves and their colleagues safe. Financially, we expanded our Adjusted EBITDA margins by 200 basis points on the strength of a 36% top-line increase and 51% Adjusted EBITDA growth. We generated more than one billion dollars of Adjusted EBITDA for the first time in our history – while improving our ROIC for the fifth consecutive year. On the operational side, we successfully integrated HPC, advanced construction of our next incinerator, acquired our eighth re-refinery facility, launched our KLEEN+ brand in the base oil market, significantly lowered voluntary turnover while increasing the hiring of billable headcount, and issued our ground-breaking PFAS incineration study.”

Business Outlook and Financial Guidance

“We enter 2023 with momentum across all our key businesses,” McKim said. “Within ES, our record backlog of waste and deferred revenue grew during the quarter, which positions us well for this year. Based on the diversity of our customer base, we expect healthy demand for our network of disposal and recycling assets to continue in 2023. Our service businesses all registered robust growth in 2022 and, with the expansion of our billable headcount throughout the year, we should benefit from those hires in 2023. We also expect ample project opportunities this year as monies from the U.S. infrastructure bill, the CHIPS Act and other programs supporting domestic spending are released. In addition, we expect to benefit from the manufacturing reshoring trend.

“Within SKSS, we continue to closely manage both ends of our re-refining spread and collect the waste oil volumes needed to support our plants. While base oil demand slowed from heightened summer levels in the fourth quarter, we are beginning to experience the normal seasonal pickup in the early part of this year and are confident overall market conditions will remain favorable for 2023. We also see numerous opportunities to enhance our profitability in this segment including raising production from 2022 levels, increasing sales of blended products and capitalizing on growing interest in our sustainable products. Our new KLEEN+ base oil brand is helping to facilitate discussions with customers seeking solutions that lower the environmental impact of their automotive and industrial lubricant products,” McKim concluded.

For the first quarter of 2023, Clean Harbors expects Adjusted EBITDA to increase approximately 20% from the prior year.

For full-year 2023, Clean Harbors expects:

• Adjusted EBITDA in the range of $1,010 million to $1,050 million or a midpoint of $1,030 million. This range is based on anticipated GAAP net income in the range of $355 million to $391 million; and
• Adjusted free cash flow in the range of $305 million to $345 million, or a midpoint of $325 million, based on anticipated net cash from operating activities in the range of $705 million to $765 million.

Non-GAAP Results

Clean Harbors reports Adjusted EBITDA, which is a non-GAAP financial measure and should not be considered an alternative to net income or other measurements under generally accepted accounting principles (GAAP) but viewed only as a supplement to those measurements. Adjusted EBITDA is not calculated identically by all companies, and therefore the Company’s measurement of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Clean Harbors believes that Adjusted EBITDA provides additional useful information to investors since the Company’s loan covenants are based upon levels of Adjusted EBITDA achieved and management routinely evaluates the performance of its businesses based upon levels of Adjusted EBITDA. The Company defines Adjusted EBITDA in accordance with its existing revolving credit agreement, as described in the following reconciliation showing the differences between reported net income and Adjusted EBITDA for the three and twelve months ended December 31, 2022 and 2021 (in thousands, except percentages):

This press release includes a discussion of net income and earnings per share adjusted for the loss on early extinguishment of debt, gain on sale of business and the impacts of tax-related valuation allowances and other items as identified in the reconciliations provided below. The Company believes that discussion of these additional non-GAAP measures provides investors with meaningful comparisons of current results to prior periods’ results by excluding items that the Company does not believe reflect its fundamental business performance. The following shows the difference between net income and adjusted net income, and the difference between earnings per share and adjusted earnings per share, for the three and twelve months ended December 31, 2022 and 2021 (in thousands, except per share amounts):

* For the three and twelve months ended December 31, 2022, other amounts include ($0.1) million and $1.5 million, or $0.03 per share, of tax impacts from the loss on early extinguishment of debt and gain on sale of business, respectively.

Adjusted Free Cash Flow Reconciliation

Clean Harbors reports adjusted free cash flow, which it considers to be a measurement of liquidity that provides useful information to investors about its ability to generate cash. The Company defines adjusted free cash flow as net cash from operating activities excluding cash impacts of items derived from non-operating activities, less additions to property, plant and equipment plus proceeds from sale and disposal of fixed assets. The Company excludes cash impacts of items derived from non-operating activities. Adjusted free cash flow should not be considered an alternative to net cash from operating activities or other measurements under GAAP. Adjusted free cash flow is not calculated identically by all companies, and therefore the Company’s measurement of adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.

An itemized reconciliation between net cash from operating activities and adjusted free cash flow is as follows for the three and twelve months ended December 31, 2022 and 2021 (in thousands):

Adjusted EBITDA Guidance Reconciliation

An itemized reconciliation between projected GAAP net income and projected Adjusted EBITDA is as follows (in millions):

Adjusted Free Cash Flow Guidance Reconciliation

An itemized reconciliation between projected net cash from operating activities and projected adjusted free cash flow is as follows (in millions):

Conference Call Information

Clean Harbors will conduct a conference call for investors today at 9:00 a.m. (ET) to discuss the information contained in this press release. During the call, management will discuss Clean Harbors’ financial results, business outlook and growth strategy. Investors who wish to listen to the webcast and view the accompanying slides should visit the Investor Relations section of the Company’s website at www.cleanharbors.com. The live call also can be accessed by dialing 201.689.8881 or 877.709.8155 prior to the start time. If you are unable to listen to the live conference call, the webcast will be archived on the Company’s website.

About Clean Harbors

Clean Harbors (NYSE: CLH) is North America’s leading provider of environmental and industrial services. The Company serves a diverse customer base, including a majority of Fortune 500 companies. Its customer base spans a number of industries, including chemical, energy and manufacturing, as well as numerous government agencies. These customers rely on Clean Harbors to deliver a broad range of services such as end-to-end hazardous waste management, emergency spill response, industrial cleaning and maintenance, and recycling services. Through its Safety-Kleen subsidiary, Clean Harbors also is North America’s largest re-refiner and recycler of used oil and a leading provider of parts washers and environmental services to commercial, industrial and automotive customers. Founded in 1980 and based in Massachusetts, Clean Harbors operates in the United States, Canada, Mexico, Puerto Rico and India. For more information, visit www.cleanharbors.com.

Safe Harbor Statement

Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “seeks,” “should,” “estimates,” “projects,” “may,” “likely,” or similar expressions. Such statements may include, but are not limited to, statements about future financial and operating results, and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of this date only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation, those items identified as “Risk Factors” in Clean Harbors’ most recently filed Form 10-K and Form 10-Q. Forward-looking statements are neither historical facts nor assurances of future performance. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements. Clean Harbors undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its filings with the Securities and Exchange Commission, which may be viewed in the “Investors” section of Clean Harbors’ website at www.cleanharbors.com.