Neptune Technologies Inc. (NTB:T, $1.97, BUY, PT $7.50) Q115 Patent Review a Clear Catalyst. TSO3 Inc. (TOS-T, $1.42, BUY, PT $3.75) Global Sterizone VP4 Launch, Partnerships. FAM REIT (F.un:TSX, $7.80, BUY, PT $10.00) Deep Discount and Upcoming Events Leading to Top Pick. Wanted Technologies Corp. (WAN:TSXV, $1.37, BUY, PT $1.80) Top Pick 2015: Unjustified Pessimism. Computer Modelling Group (CMG-T, $11.01, BUY, PT $15.00) Resilience in Downturns, Growth in Upturns. DHX Media Limited (DHX.B-T, $8.95, BUY, PT $11.50) Top Pick for 2015 – It’s Still the Middle Innings! Bullish Content Thesis Finds Daily Confirmation! Espial Group Inc. (ESP-T, $2.52, BUY, PT $4.30) European Validation - Bullish Thesis Strong. Top Pick Status Carries over to 2015! Probe Mines Ltd. (PRB-TSXV, $5.06, TENDER) With Borden Consolidated, a Busy Winter Ahead. . We present our 2015 Top Picks below, and look forward to addressing their performance as the year progresses. In the following pages, we present snapshots on the individual names. We recognize that 2014 was a challenging year — while the overall TSX advanced 7.4% (2013 +9.6%), the performance was far from uniform with Mining down 21.7% on the year following a 24.9% decline in 2013. Moving the 10-year rates down by 97 bps on the year supported gains of 4.2% for the REIT Index, representing a healthy improvement from the 10.5% decline in 2013. The Health Care Index continued its bullish run, moving ahead 29.2% on the year — a particularly impressive performance in light of the healthy 40.1% returns recorded for 2013. The Telecom sector’s modest 8.4% return outperformed the broader TSX while potentially greater returns ran up against regulatory headwinds and competitive pressures. The 6.2% gain for the Telecom Index in 2013 fought against the 10-year rates rising by 97 bps. This year, the Information Technology Index outpaced the Healthcare Index in a winner’s battle, as the IT Index gained a robust 35.9% for the year showing impressive follow-through on the 34.9% gain in 2013. Euro Pacific’s commitment to the Canadian Healthcare and Technology sectors has been a clear win. The TSX-V pains continued with the index down 25.4% on the year following a 23.7% decline in 2013. The TSX-V performance continues to underperform US small cap indices. While the stellar 37% return for the Russell 2000 Index in 2013 was not to be repeated, the index did manage a 3.5% return for 2014 — modestly underperforming the solid 7.5% (26.5% - 2013) and 11.4% (29.6% - 2013) returns on the DJIA and S&P 500, respectively. Canadian small cap investors are clearly hoping to realize a measure of the 40% returns for the Russell 2000 over the past two years while the TSX-V declined by ~50%. Euro Pacific Canada continues to see the Technology and Healthcare/Life Sciences as leading sectors, where Canadians are recognized leaders. We are pleased to enter 2015 continuing to build out our Canadian coverage. We note that during the past month, the following six initiations have brought our direct coverage to fiftyseven names in addition to the twelve Canadian names under coverage from our partners at Euro Pacific Capital. 1. Mood Media Corp. (MM-T, $0.56, SPEC. BUY, PT $0.75) – Rob Goff, December 19, 2014 2. Lumenpulse Inc. (LMP-T, $16.04, BUY, PT $20.00) – Andrej Krneta, December 8, 2014 3. Wanted Technologies Corp. (WAN-T, $1.44, BUY, PT $1.80) – Andrej Krneta, January 6, 2015 4. MediaGrif Interactive Technologies Inc. (MDF-T, $18.16, BUY, PT $21.50) – Amr Ezzat, December 2, 2014 5. Pure Industrial REIT (AAR.UN-T, $4.63, BUY, PT $5.20) – Rob Sutherland, January 12, 2015 6. Newstrike Capital Inc. (NES-T, $1.00, SPEC. BUY, PT $1.30) – Ryan Walker, December 9, 2014 Top Picks for 2015 We present our 2015 Top Picks below, and look forward to addressing their performance as the year progresses. In the following pages, we present snapshots on the individual names. Please note closing prices and ratings were taken consistent with the date of issuance for the individual selections. Company Stock Analyst Neptune Technologies Inc. NTB:TSX - $1.97 Doug Loe, PhD TSO3 Inc. TOS:TSX - $1.42 Doug Loe, PhD FAM REIT F.un:TSX - $7.80 Rob Sutherland, FRI(e) Wanted Technologies Corp. WAN:TSXV - $1.37 Andrej Krneta, B.Eng, MBA Computer Modelling Group CMG:TSX - $11.01 Amr Ezzat, Hon. Finance DHX Media Ltd. DHX.B:TSX - $8.95 Rob Goff, CFA Espial Group Inc. ESP:TSX - $2.52 Rob Goff, CFA Probe Mines Ltd. PRB:TSXV - $5.06 Ryan Walker, MSc The included reports were issued during the week of January 12, 2015, via individual reports and within each analyst’s sector weekly. It is with mixed feelings that we note that Ryan has now moved his Probe rating to Tender following the $5.00/shr bid by Goldcorp (G-TSX, $28.05, NR), representing a 49% premium to Probe’s closing share price on January 16, 2015. While pleased by the offer, as Probe was Ryan’s Top Pick for 2013, we wish more investors had the opportunity to invest in its shares! We would be pleased to follow-up with any questions that you may have! We wish you all the best in 2015! Best Regards! The Euro Pacific Research Team Healthcare & Biotechnology 15 January 2015 Milestone Projections Rimfrost Agreement (est) Sherbrooke Facility Commence production in Sherbrooke Phase II TRiFECTA data (Acasti Pharma) Douglas W. Loe, PhD MBA | (416) 775-1004 | [email protected] Siew Ching Yeo (Associate) | [email protected] $5.0M/Q $27-28M/Yr Q2/F15 Q3/F15 Financial Metrics In C$ Revenue Adj. EBITDA Adj. Net Income Adj. EPS P/E EV/EBITDA 2013A 26.0 (1.0) (8.1) ($0.13) NA NA 2014A 20.4 (17.1) (25.6) ($0.34) NA NA 2015E 17.0 (3.8) (9.8) ($0.13) NA NA 2013A NA 6.7x NA 20.0x 2014A NA 9.8x NA 13.9x 2015E NA 5.8x NA 14.8x Valuation Data EV/EBITDA Current Peers Current Peers P/E Quarterly Data EBITDA ($M) EPS Q1 (2.7) (3.8) (0.07) (0.07) 2014 2015 2014 2015 Q2 (4.1) (10.1) (0.11) (0.16) Q3 (3.4) (1.9) (0.10) (0.04) Q4 (1.5) 0.9 (0.05) (0.01) Company Description Neptune Technologies & Bioressources is a QC-based manufacturer/marketer of Neptune Krill Oil (NKO), a proprietary omega-3 phospholipid ester formulation sold into nutraceutical & medical markets. $4.50 1 0.9 0.8 0.7 0.6 0.5 0.4 0.3 0.2 0.1 0 $4.00 $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 Jan-15 Dec-14 Oct-14 Nov-14 Sep-14 $0.00 Jan-14 Neptune’s US patents can potentially be a sizable profitability driver, but clear risk to our patent royalty revenue until patent re-review concludes this quarter. While on the subject of Neptune’s IP estate, we maintain our view that this patent, which described medical uses for marine-derived omega-3 phospholipid esters, could certainly stand up to further USPTO scrutiny if only because the Office clearly believed at the time of original issuance that the claims therein were sufficiently novel and non-obvious to support patentability. Furthermore, both Aker and Enzymotec were sufficiently cautious on Neptune’s IP strength that they chose to settle on the International Trade Commission investigation previously requested by Neptune back in 2013, rather than to allow the investigation to proceed to resolution. To be clear, our model assumes that Neptune’s annual royalty revenue could exceed $10M by F2018, and risk to this element of our valuation will be moderately high until a final USPTO decision is rendered. 75.0 168.7 148.6 34.6 14.4 $4.00-$1.26 0.3775 Feb-28 Jul-14 Gross margin admittedly soft, but for reasons already addressed through operational improvements and process innovations at Sherbrooke. Adjusted gross margin of 8.7% (a bit higher at 15.4% if we consider royalty revenue of $0.37M in the calculation) was obviously soft and undoubtedly made so by start-up costs of $0.85M during capacity ramp in Sherbrooke throughout the quarter and perhaps by some proportion of revenue still derived from lower-margin krill oil sourced from partner Rimfrost. We assume Neptune resells Rimfrost-sourced material at close to its own purchase price. Neptune indicated that about 50% of nutritional supplement sales in the quarter were for higher-purity/higher-priced NKO, the rest from EKO or the equivalent product sourced from Rimfrost. Neptune believes, and our model already assumes, that gross margin can reach and exceed 40% within the next few quarters, and adjusted gross margin can be higher than that if we factor in future patent-related royalty revenues that Neptune could receive from peer firms Aker Biomarine (AKER-OB, NR) and Enzymotec (ENZY-Q, NR) if the claims within its seminal ‘351 patent (specifically, US#8,278,351, issued in Oct/12) are upheld on rereview by the USPTO. We expect the Office to render a decision on ‘351 by Mar/15. Basic Shares O/S (M) Market capitalization(M) Enterprise Value Cash (rec. Q, $M) Total debt (rec. Q, $M) 52 Week Range Avg. Daily Volume (M) Fiscal Year End Aug-14 Firstly, the firm did separately report FQ315 financial data today showing sequential improvement in nutritional supplement revenue/EBITDA. So independent of our justification of Neptune’s Top Pick status, the firm reported its FQ315 financial data for the November-end quarter today that showed solid sequential improvement on revenue, which at $4.7M for the core nutritional supplement operation was essentially at our $4.8M forecast (FQ215 revenue was $2.6M), and on EBITDA which was negative at ($1.9M) as we expected, but less than in most financial periods since FQ413 and far less so than in FQ215 when cumulative EBITDA loss was ($10.1M). Market Data Jun-14 Investment Thesis: We are identifying Neptune Technologies & Bioressources (Neptune) as one of our 2015 Top Picks as we maintain our BUY rating and $7.50 PT. Our valuation is based on NPV and multiples of our F2018 EBITDA/EPS forecasts, all discounted at 15% and with our EV calculation incorporating FQ315 balance sheet data (adjusted cash of $34.6M, LT debt of $14.4M), to which we add value for Neptune’s 49.95% equity stake in Acasti Pharma. Projected Return: 233% Valuation: 22.5x EPS, 13.5x EV/EBITDA (F2018 forecasts, 15% disc rate), plus APO/ACST equity stake Apr-14 2015 Top Pick $7.50 Target Price May-14 Neptune Technologies & Bioressources Buy Rating Feb-14 Mar-14 NTB-TSX: $2.25 | NEPT-NASDAQ: US$1.87 www.epccm.ca Page 4 of 43 NTB-TSX; NEPT-NASDAQ | 15 January 2015 TEARSHEET - Neptune Technologies & Bioresources (NTB-T, $2.25, BUY, PT: $7.50) Last Sale Price 50-day MA 1 200-day MA Company Description $4.50 0.8 $3.50 0.6 $2.50 0.4 Consensus Rating: Buy Target: $7.50 Median: $7.50 High: $7.50 Low: $7.50 # Est: 1 Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector UnderPerform/Sell Neptune Technologies & Bioressources is a QC-based manufacturer/ marketer of Neptune Krill Oil (NKO), a proprietary omega-3 phospho-lipid ester formulation sold into nutraceutical & medical markets Dec-14 Oct-14 Jun-14 Aug-14 Apr-14 Feb-14 Oct-13 Dec-13 Jun-13 Aug-13 Oct-12 Dec-12 Jun-12 Aug-12 Apr-13 0 Feb-13 0.2 $0.50 Apr-12 $1.50 Volume (M Shares) Stock Price ($) $5.50 Return 233.3% 233.3% 233.3% 233.3% 2 0 0 Historical Valuations LTM EV/EBITDA Financial Summary/Key Metrics 2012A 2013A 2014A 2015E 2016E 2017E 2018E 19,113.4 0.0 603.5 19,716.9 (5.9%) 19.3 19.3 3,690.0 18.7% (1.3) (1.3) 2,691.1 $0.05 ($0.05) ($0.05) 41.1x 40.3x 25,180.4 0.0 804.2 25,984.6 31.8% 22.1 22.1 (965.0) (3.7%) NA NA (8,141.8) ($0.13) NA NA NA NA 18,995.1 0.0 1,441.8 20,436.9 (21.4%) 21.1 21.1 (17,087.3) (83.6%) (19.8) (19.8) (25,629.2) ($0.34) ($0.39) ($0.39) NA NA 8,706.2 8,047.2 226.8 16,980.3 (16.9%) 16.8 16.8 (3,805.2) (22.4%) (24.0) (1.6) (9,752.7) ($0.13) ($0.30) ($0.08) NA NA 22,250.0 6,737.0 8,467.5 37,454.4 120.6% 32.7 34.6 14,980.5 40.0% (4.2) (4.8) 9,832.0 $0.13 ($0.07) ($0.05) 17.0x 9.9x 36,200.0 8,758.1 9,293.4 54,251.5 44.8% 45.4 46.2 21,181.9 39.0% 22.2 22.2 16,033.5 $0.22 $0.23 $0.23 10.4x 7.0x 46,805.0 10,525.4 10,206.5 67,536.9 24.5% 59.7 59.1 25,475.2 37.7% 26.6 26.6 20,326.8 $0.27 $0.27 $0.27 8.2x 5.8x Price/F2018 Earnings Multiple 20.0x 22.5x Implied value/share1 EV/F2018 EBITDA Multiple $4.13 12.5x $4.65 13.5x $3.44 $3.70 $4.17 C$000's except for per share data NKO/EKO direct sales EKO from Rimfrost Royalties from krill oil peers Total Revenue Growth y/y Cons. (C$MM) Cons. 3 Mts. Ago (C$MM) EBITDA Margin Cons. (C$MM) Cons. 3 Mts. Ago (C$MM) Net Income (ex one-time) EPS (basic) Cons. Cons. 3 Mts. Ago P/E (fd) EV/EBITDA Implied value/share Value ascribed to core NKO operations Value ascribed to equity holdings in Acasti (49.95% ownership) One year Neptune Target Price (C$)1 1 Dec-14 Oct-14 Sep-14 Nov-14 Jul-14 Aug-14 Apr-14 Jan-14 Feb-14 Mar-14 Oct-13 Sep-13 Nov-13 Jul-13 Aug-13 Jun-13 Apr-13 Dec-13 Value $4.00 177.8% $1.26 56.0% 0.38 75.0 168.7 14.4 174.4 0.0% www.neptunebiotech.com Feb 28 118 52-Wk High: 52-Wk Low: Avg Vol (3-Mo) Shares O/S: Market Cap: Net Debt ($M): Ent. Value ($M): Div Yield: Website: FYE: Employees: Top Inst. Ownership 25.0x Perceptive Advisors LLC Fiera Capital Corporation Alpine Partners VI, LLC BluMont Capital Corporation BMO Investments Inc. Canada Pension Plan Investment Board Peconic Partners, LLC M Shares 6.70 1.03 0.99 0.64 0.41 0.38 0.33 % Held 8.9% 1.4% 1.3% 0.9% 0.5% 0.5% 0.4% $5.17 15.0x Cote 100 Inc. 0.18 Susquehanna International Group, LLP, Asset Management Arm 0.16 0.2% 0.2% $4.09 Desjardins Global Asset Management Inc. 0.07 0.1% Consensus Valuations EBITDA EPS 2014E 2015E T12 2014E (19.8) (24.0) ($0.26) ($0.39) 505.9 537.3 $2.74 $2.84 832.3 806.7 N/A $5.84 9,143.3 14,429.6 (NOK 20.81) NOK 10.14 2,434.6 3,224.6 NOK 4.03 NOK 2.51 11.1 14.8 $0.17 $0.39 2015E ($0.30) $3.13 $5.61 NOK 13.44 NOK 6.24 $0.58 $3.06 $7.50 Assumes F2018 NKO rev of $67.5; adj EBITDA of $25.5M, adj EPS of $0.27, discounted by 15%. EV incorporates FQ315 cash of $34.6M, total debt of $14.4M Comparables and Peer Analysis Neptune Technologies & Bioressources, Inc. GNC Holdings Inc. Herbalife Ltd. Aker ASA Austevoll Seafood ASA Enzymotec Ltd. Average Ticker NTB GNC HLF AKER AUSS ENZY Comparables - Multiples Analysis Neptune Technologies & Bioressources, Inc. GNC Holdings Inc. Herbalife Ltd. Aker ASA Austevoll Seafood ASA Enzymotec Ltd. Average 1 Aker Key Statistics Valuation 1 May-13 Jan-13 Feb-13 Mar-13 Dec-12 Oct-12 Sep-12 Nov-12 Jul-12 Aug-12 Neptune Apr-12 Dec-14 Nov-14 Oct-14 Sep-14 Jul-14 Jun-14 Aug-14 Apr-14 May-14 Jan-14 Feb-14 Mar-14 Dec-13 Nov-13 Oct-13 Sep-13 Aug-13 Jul-13 Jun-13 Apr-13 May-13 Jan-13 Feb-13 Mar-13 Dec-12 Oct-12 Sep-12 Nov-12 0.0x Aug-12 0.0x Jul-12 5.0x Jun-12 5.0x May-12 10.0x Apr-12 10.0x Jun-14 15.0x Aker Jun-12 Neptune May-12 15.0x May-14 LTM EV/REV T12 (23.3%) 6.6% 13.9% 0.0% 21.3% (2.8%) Trading Current Target Dividend Market CCY Price Price Yield % Return Cap CAD $2.25 $7.50 0.0% 233.3% 178.5 USD $44.59 $48.42 1.4% 10.0% 4,010.4 USD $30.92 $63.80 0.0% 106.3% 2,909.1 NOK NOK 152.00 NOK 208.71 8.6% 45.9% 10,996.6 NOK NOK 48.10 NOK 57.50 3.3% 22.9% 9,750.7 USD $7.37 $9.17 0.0% 24.4% 160.8 2.2% 73.8% FCF Yield 2014E (23.3%) 6.6% 13.9% 0.0% 21.3% (2.8%) 2015E (31.0%) 6.9% 15.4% 0.0% 11.9% 0.0% Current - EV/EBITDA T12 2014E 2015E NA NA NA 10.3x 9.7x 10.2x 6.1x 4.6x 4.8x 4.4x 23.0x 1.5x 4.5x 4.3x 4.2x 7.9x 7.6x 8.4x 6.7x 9.8x 5.8x % Return Ent. Value 1-Week 1-Month 3-Month 174.4 6.6% 1.4% 27.8% 5,205.5 (3.6%) 3.6% 19.1% 4,058.9 (2.5%) (16.8%) (34.0%) 55,679.6 (3.5%) 5.2% (6.7%) 16,638.5 3.4% 10.8% 24.9% 130.9 1.5% (5.0%) 13.3% 0.3% -0.1% 7.4% Target - EV/EBITDA T12 2014E 2015E NA NA NA 10.4x 10.3x 9.7x 6.3x 4.9x 5.0x 14.5x 6.1x 3.9x 6.7x 6.8x 5.2x 10.3x 11.8x 8.8x 9.6x 8.0x 6.5x T12 11.9x 2.0x 0.8x 1.0x 0.7x 1.7x 3.0x EV/Revenue 2014E 0.0x 2.0x 0.8x 0.8x 1.2x 2.8x 1.3x 1-Year (36.4%) (19.5%) (61.7%) (28.1%) 33.6% NA -22.4% T12 (38.1) 499.6 N/A 3,051.0 2,223.2 12.1 2015E 10.4x 1.9x 0.8x 0.7x 1.1x 2.3x 2.9x T12 NA 16.3x 8.6x NA 11.9x 43.2x 20.0x P/E 2014E NA 15.6x 5.8x 16.3x 16.9x 15.2x 13.9x 2015E NA 15.7x 5.3x 15.0x 19.2x 18.9x 14.8x T12 NA 14.9x NA 8.0x NA 68.1x NA P/CFPS 2014E 0.0x 11.4x 0.0x NA 5.0x 60.5x 15.4x 2015E 0.0x 12.1x 0.0x 0.9x 7.3x 11.2x 5.2x Targets, forecasts and valuations reflect consensus estimates derived from Capital IQ Douglas W. Loe, PhD MBA | (416) 775-1004 | [email protected] Page 5 of 43 NTB-TSX; NEPT-NASDAQ | 15 January 2015 Strong balance sheet provides financial flexibility to fund new capex or new NKO/EKO marketing initiatives at company discretion. The firm exited the quarter with gross cash balance of $34.6M and total debt of $14.4M (new debt obviously escalating in recent quarters to fund growth capex costs for the expansion facility in Sherbrooke), so its net cash position of $20.2M is comparatively strong, allowing the firm to fund additional growth capex projects (such as, for example, expanding NKO/EKO production capacity in Sherbrooke) or new clinical initiatives (such as, for example, NeuroBioPharm’s proposed Phase I/II studies in mild cognitive impairment or attention deficit hyperactivity disorder with novel omega-3 phospholipid ester formulation MPLIX) at its discretion. On the latter point, we do not expect NeuroBioPharm to materially advance MPLIX clinical development imminently, at least not while it is in the process of being re-enveloped into Neptune’s corporate structure during the privatization initiative that was separately announced today. Taken together, we believe FQ315 financial data were as strong as we could have reasonably expected during a financial period when NKO/EKO production capacity was still ramping and during which start-up costs were inevitably going to compress gross margin. Exhibit 1 – Financial Summary for Neptune (C$000, except EPS) NKO/EKO direct sales 2012A 2013A 2014A 2015E 2016E 2017E 2018E 19,113 25,180 18,995 8,706 22,250 36,200 46,805 0 0 0 8,047 6,737 8,758 10,525 604 804 1,442 227 8,467 9,293 10,207 $19,717 $25,985 $20,437 $16,980 $37,454 $54,252 $67,537 Revenue growth (%) ($41%) 32% ($21%) ($17%) 121% 45% 24% EBITDA ($17,087) ($3,805) EKO from Rimfrost Royalties from krill oil peers Total revenue $3,690 ($965) $14,980 $21,182 $25,475 EBITDA growth (%) (45%) NA NA NA NA 41% 20% EBITDA margin (%) 19% NA NA NA 40% 39% 38% Net Income (ex one-time) $2,691 ($8,142) ($25,629) ($9,753) $9,832 $16,034 $20,327 EPS (basic) $0.05 ($0.13) ($0.34) ($0.13) $0.13 $0.22 $0.27 EPS (fd) $0.05 ($0.12) ($0.31) ($0.12) $0.12 $0.19 $0.25 P/E (fd) 41.1x NA NA NA 17.0x 10.4x 8.2x EV/EBITDA 40.3x NA NA NA 9.9x 7.0x 5.8x Source: Euro Pacific Canada, Company Reports and Filings Emerging signals from industry lobbyists and from business development initiatives by Neptune’s larger peers that the omega-3 market could improve overall in 2015. Our views on the overall omega-3 nutritional supplement market remain positive, and for omega-3 phospholipid ester formulations to grow market share within the category. The Global Organization for EPA and DHA Omega-3s (GOED – yes, there is such an organization!) predicts a resurgence in omega-3 unit sales ramp in 2015 after a self-diagnosed softness in 2013/14. The firm believes that enhanced advocacy for omega-3s through GOED-funded marketing campaigns (and probably Reckitt Benckiser’s own marketing for krill oil brand MegaRED) are moving the needle on the perception of positive omega-3 nutritional benefits, and separately, we believe the negative (and wildly misunderstood, in our view) interpretation of prostate cancer risk ‘data’ from the SELECT trial is starting to soften. In fact, the European Food Safety Authority formally published its own views in Oct/14, which included, but were not limited to, an analysis of SELECT, that there was no evidence for a role for EPA and/or DNA in the development of prostate cancer. Clear expectations for sequential revenue growth in FQ415 and into F2016. 2014 marked a period of several transitions for Neptune, including board changes with the addition of former Atrium Innovations President & CEO Pierre Fitzgibbon as Chairman, and management changes with the installation of Jim Hamilton as Neptune’s President/CEO, both of whom are experienced individuals in the nutritional supplements space and will be key in guiding Neptune’s operations forward. As stated above, the firm resumed formal operations for its krill oil-producing expansion facility in Sherbrooke, QC, after two years of cutting-and-pasting its income statement together with outsourcing agreements while construction of the new facility was ongoing. We expect strong sequential NKO/EKO revenue ramp to continue in FQ415 Douglas W. Loe, PhD MBA | (416) 775-1004 | [email protected] Page 6 of 43 NTB-TSX; NEPT-NASDAQ | 15 January 2015 and into F2016. We were encouraged to hear on the FQ315 conference call today that annual capacity can gradually grow from 150 MTs by at least 50% just from process refinements and with minimal capex. Neptune also has commenced production of its krill oil-combination products (NKO Beat, with ubiquinone/Coenzyme Q10 for CV health; NKO Flex with vitamin D/strontium/zinc for joint health; NKO Focus with lutein/vitamin A/vitamin B1 for CNS health) during the current quarter and sales should commence in F2016. Exhibit 2 – Valuation Summary for Neptune Price/earnings multiple, F2018 Implied share price 1 EV/EBITDA multiple, F2018 Implied share price 1 10x 15x 20x 22.5x 25x 30x $2.07 $3.10 $4.13 $4.65 $5.17 $6.20 8x 10x 12.5x 13.5x 15x 17.5x $2.15 $2.79 $3.44 $3.70 $4.09 $4.74 Value ascribed to core NKO operations $4.17 Value ascribed to equity holdings in Acasti (49.95% ownership) $3.06 One-year NTB target price 1 $7.23 1 Assumes F2018 NKO rev of $67.5; adj EBITDA of $25.4M, adj EPS of $0.27, discounted by 15%. EV incorporates FQ315 cash of $34.6M, total debt of $14.4M Source: Euro Pacific Canada We expect Acasti’s CaPre clinical initiatives to advance into formal pivotal studies by end of year. Separately, we anticipate Neptune’s cardiovascular disease-focused subsidiary Acasti (APO-V, ACST-Q, SPEC BUY, PT $6.25) to be a step closer to initiating pivotal trials by finalizing the study design necessary to evaluate the firm’s ultrapure krill oil formulation; CaPre, in hypertriglyceridemic patients in coming months, with the firm anticipating that an end-of-Phase II meeting with the FDA should transpire some time during FQ116 (so in Mar-May/15). We separately expect final data from the Phase II TRiFECTA trial (from which top-line blood lipid profile data were reported last year) in Feb/15, and these data will obviously be available to the FDA when the two parties convene. We are optimistic that a pivotal, probably MARINE/EVOLVE-like 200-250-patient severe hypertriglyceridemia study could commence enrollment by end of calendar 2015 and that CaPre can perform as well in that trial as it did in the prior Phase II TRiFECTA and COLT studies that were completed last year, with FDA approval and launch by FH218 still assumed in our model. Re-privatized drug development subsidiary NeuroBioPharm could formally advance clinical initiatives in 2015. NeuroBioPharm is the private cognitive health-focused (and non-krill oil exclusive) arm of Neptune, and had been relatively silent while the firm’s krill oil initiatives were dominating at the forefront. As recent as September 2014, the firm’s investor presentation noted that this subsidiary was ‘preparing and conducting clinical trials for the management of neurological & cognitive disorders’ and we thus assume that one or more MPL formulations (probably MPLIX) could advance into formal Phase I/II MCI or ADHD testing in the next few quarters. Though the company was cautious on clinical timelines when specifically asked on today’s call, we see no major scientific impediments to advancing MPLIX at company discretion, and we are actually as positive about the medical prospects for omega-3 phospholipid esters in CNS disorders as we are of their already-documented impact on blood lipids and cardiovascular health. Summary & valuation. We are maintaining our BUY rating and $7.50 PT on our TOP PICK Neptune, with our valuation based on NPV and multiples of our F2018 EBITDA/EPS forecasts, all discounted at 15% and with our EV calculation incorporating FQ315 balance sheet data (adjusted cash of $34.6M, LT debt of $14.4M), to which we add value for Neptune’s 49.95% equity stake in Acasti Pharma. Please see company disclosures on page 35. Douglas W. Loe, PhD MBA | (416) 775-1004 | [email protected] Page 7 of 43 Healthcare & Biotechnology 15 January 2015 TOS-TSX: $1.36 TSO3 2015 Top Pick Event: We are identifying TSO3 as one of our 2015 Top Picks. Investment Highlights Imminent global Sterizone VP4 launch even if new channel partnerships take time to consummate. With the firm’s low temperature ozone-based hospital sterilization platform Sterizone VP4 finally FDA approved after an extremely protracted review process, regulatory risk is now virtually eliminated for VP4 key markets in Europe and North America. The approval now positions the firm to act on consummating partnerships with regional distributors in geographies where hospital relationships are strong, including but not limited to Swedish infectious disease-focused conglomerate Getinge AB (GETI.B-STO, NR) with which a Letter of Intent was signed in Aug/12, with OH-based Steris (STE-N, NR), and even possibly with J&J (JNJ-N, NR) or again with 3M Healthcare (MMM-N, NR) with which the firm had a global alliance back in 2010-2012. Our model assumed that commercial VP4 production could commence as early as this quarter, and that one or more channel partners could also be identified before quarter-end. We believe global hospital sterilization markets will quickly see value in VP4, if only in the cost advantages that superior load capacity confers. Our VP4 revenue growth expectations still assume that VP4 has demonstrable advantages over other low-temperature gas sterilization platforms, including but not limited to operating costs per sterilization cycle based on superior capacity (up to 75 pounds of sterilizable instruments compared to 23-25 pounds for other oxidative sterilants, mainly hydrogen peroxide, as used in J&J’s Sterrad platform, or in Steris’ V-PRO, for example), flexibility of cycle time, and low toxicity of effluent sterilant gas post-cycle (really only an advantage when comparing to ethylene oxide-based systems, which have been steadily displaced by hydrogen peroxide-based systems for years). Low temperature sterilization market expected to be the fastest growing segment. We continue to maintain our forecasts that the firm could sell 132 VP4 systems in F2015 (85 to US hospitals, the rest to Canadian/EU hospitals), an aggressive but, in our view, achievable sales level if new channel partners can be in place by FH115. Production at this level is still far below maximum capacity of about 240 systems per year that TSO3 can produce itself at its QC-based facilities even without considering new outsourcing agreements that the firm will need to put in place to meet VP4 demand implied by our F2016-F2023 revenue projections. We believe demand can be ramped to 300 systems by F2016, and grow to peak annual VP4 system placements at or near 900-1,000 by F2023. VP4 revenue ramp expectations seem reasonable to us based on comparison to historic uptake by peer devices, and by industry growth projections. Although our sales ramp may seem aggressive for an entrepreneurial medtech firm with no prior history of manufacturing low-temperature sterilizers to that scale, we believe annual market demand is at least that high or even higher, and cumulative systems sold that year would be consistent with timelines taken by Advanced Sterilization Products (ASP, since acquired by J&J) to grow its installed base to 5,000 from 19922001, back when ETO systems were still the dominant platform and when daily Douglas W. Loe, PhD MBA | (416) 775-1004 | [email protected] Siew Ching Yeo (Associate) | [email protected] Buy Rating $3.75 Target Price Projected Return: 176% Valuation: NPV, 25x EPS, 15x EV/EBITDA (F2016 forecasts, 15% disc rate for NPV) Market Data Basic Shares O/S (M) 73.4 Market capitalization(M) 102.8 Enterprise Value 95.8 Cash (rec. Q, $M) 6.9 Net Debt (rec. Q, $M) 0.0 52 Week Range $1.85-$0.40 Avg. Daily Volume (M) 0.6133 Fiscal Year End Dec-31 Financial Metrics In C$000's 2013A Sterizone VP4 systems 2014E 0.0 2015E 462.0 15,246.0 Maint/service/consumables 254.4 462.5 Total revenue 924.5 17,510.2 254.4 EBITDA (6,931.4) (4,786.0) EBITDA margin (%) NA Net income Fully-taxed EPS (fd) 2,264.2 3,785.8 NA 21.6% (9,270.2) (5,259.2) 2,303.7 ($0.11) ($0.06) $0.03 P/E NA NA 47.9x EV/EBITDA NA NA 24.5x Quarterly Data EBITDA ($M) EPS (fd) Q1 Q2 Q3 Q4 2014 (1.4) (1.2) (1.3) (0.8) 2015 (0.1) 1.0 1.3 1.7 2014 ($0.02) ($0.02) ($0.02) ($0.01) 2015 ($0.00) $0.01 $0.01 $0.02 Company Description TSO3 is a QC-based low-temperature hospital sterilization equipment developer, focused on its ozone-based Sterizone VP4 platform; Commercial partnerships pending, but regulatory approvals granted in North America and Europe so firm is poised to accelerate revenue/EBITDA growth trajectory in F2015/16 $2.00 $1.80 $1.60 $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 Dec-13 1.6 1.4 1.2 1 0.8 0.6 0.4 0.2 0 Apr-14 Aug-14 Dec-14 www.epccm.ca Page 8 of 43 TOS-TSX | 15 January 2015 throughput for sterilizing reprocessed medical devices was not as high as it is now. We expect an increase in the demand for surgical procedures for geriatric diseases TEARSHEET - TSO3 (TOS-T, $1.36, BUY, PT: $3.75) Last Sale Price 50-day MA 1.6 200-day MA $1.70 1.4 $1.50 1.2 Company Description Volume (M Shares) 1 $1.30 0.8 $1.10 0.6 $0.90 0.4 Consensus Rating: Buy Target: $3.00 Median: $2.88 High: $3.75 Low: $2.50 # Est: 4 Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector UnderPerform/Sell TSO3 is a QC-based low-temperature hospital sterilization equipment developer, focused on its ozone-based Steri-zone VP4 platform; Commercial partnerships pending, but regulatory approvals granted in North America and Europe so firm is poised to accelerate revenue/EBITDA growth trajectory in F2015/16 Nov-14 Jul-14 Sep-14 May-14 Jan-14 Mar-14 Nov-13 Jul-13 Sep-13 May-13 Jan-13 Mar-13 Nov-12 Jul-12 Sep-12 0 May-12 0.2 $0.50 Jan-12 $0.70 Mar-12 Stock Price ($) $1.90 Return 120.6% 111.4% 175.7% 83.8% 4 0 0 Historical Valuations NTM EV/EBITDA 200.0x TSO3 Steris 150.0x 100.0x 50.0x Financial Summary/Key Metrics C$000's except for per share data Total Revenue Growth y/y Cons. Cons. 3 Mts. Ago EBITDA Margin Cons. Cons. 3 Mts Ago Net Income Adjusted EPS Cons. Cons. 3 Mts. Ago Operating Cash Flow 2011 2012 2013 2014E 2015E 2016E 2017E 2018E 3,355 N/A 2,890 2,890 (7,473) -222.7% -6,851 -6,851 (7,655) ($0.12) ($0.14) ($0.14) (8,645) 2,854 (14.9%) 2,189 2,189 (5,519) -193.4% -6,886 -6,886 (5,796) ($0.08) ($0.11) ($0.11) (6,469) 254 (91.1%) 375 375 (6,931) -2724.9% -7,036 -7,036 (9,270) ($0.11) ($0.12) ($0.12) (8,651) 924 263.4% 586 567 (4,786) -517.7% -4,857 -4,604 (5,259) ($0.06) ($0.08) ($0.07) (2,214) 17,510 1794.1% 7,729 13,318 3,786 21.6% -2,861 582 2,304 $0.03 ($0.03) $0.00 4,379 41,580 137.5% 23,138 31,412 16,385 39.4% 287 7,703 11,123 $0.14 $0.02 $0.08 3,270 64,927 56.1% 48,881 53,219 29,921 46.1% 7,889 19,455 20,598 $0.25 $0.14 $0.17 22,817 86,796 33.7% 65,532 75,043 43,755 50.4% 17,041 30,288 30,282 $0.37 $0.22 $0.27 37,139 Key Statistics 10.0% $6.10 20.0x $2.74 10.0x $2.23 One year TOS Target Price 1 1 Top Inst. Ownership M Shares 6.71 5.33 1.96 1.37 0.75 Caisse de dépôt et placement du Québec Pyramis Global Advisors, LLC IG Investment Management, Ltd. Fiera Capital Corporation Formula Growth Limited Dimensional Fund Advisors LP AGF Management Limited Natcan Investment Management Inc. Swisscanto Asset Management AG 20.0% $3.48 30.0x $4.11 20.0x $4.47 Impax Asset Management Limited $3.75 136.0% 29.4% % Held 9.1% 7.3% 2.7% 1.9% 1.0% NA NA NA NA NA Based on fully-taxed F2016 EPS (fd) forecast of $0.14; EBITDA of $16.4M; NPV discounted at 15%; FQ314 cash of $6.9M, no LT debt Comparables and Peer Analysis Ticker TSO3 3M Balchem Corp Getinge AB Ion Beam Applications Johnson & Johnson Nanosonics Steris Average Comparables - Multiples Analysis TSO3 3M Balchem Corp Getinge AB Ion Beam Applications Johnson & Johnson Nanosonics Steris Average 1 15.0% $4.55 25.0x $3.43 15.0x $3.35 Value $1.85 $0.40 0.61 73.4 99.8 36.1 95.8 0.0% www.tso3.com Dec 31 34 52-Wk High: 52-Wk Low: Avg Vol (3-Mo) Shares O/S: Market Cap: Net Debt: Ent. Value: Div Yield: Website: FYE: Employees: Valuation NPV, Discount Rate Implied value/share1 Price/Earnings Multiple Implied value/share1 EV/EBITDA Multiple Implied value/share1 Jan-15 Dec-14 Dec-14 Nov-14 Oct-14 Nov-14 Oct-14 Oct-14 Sep-14 Sep-14 Aug-14 Jul-14 Aug-14 Jul-14 Jun-14 Jun-14 May-14 May-14 May-14 Apr-14 Apr-14 Mar-14 Mar-14 Feb-14 Feb-14 Jan-14 0.0x TOS MMM BCPC GETI.B IBAB JNJ NAN STE Trading Current Target CCY Price Price $3.75 CAD $1.36 $162.53 USD $158.85 $75.67 USD $60.86 SEK SEK 166.00 SEK 181.88 €15.00 EUR €13.74 $109.82 USD $103.75 $1.03 AUD $1.21 $70.57 USD $63.68 FCF Yield 2013A 2014E 0.0% 5.5% 5.0% 7.8% 0.0% 6.3% 0.3% 7.0% 0.0% 5.5% 0.0% 9.5% 0.0% 7.3% 0.0% 0.0% 2015E 0.0% 5.8% 0.0% 10.5% 0.0% 0.0% 0.0% 0.0% Div Yield Implied % Return 0.0% 175.7% 2.1% 4.4% 0.5% 24.8% 2.5% 12.0% 0.0% 9.2% 2.7% 8.5% 0.0% (14.9%) 1.4% 12.2% 1.1% 29.0% % Return Market Enterprise Cap Value 1-Week 1-Month 3-Month 102.8 95.8 (6.2%) (11.7%) 25.9% 102,160.7 106,852.7 (0.6%) 1.3% 17.6% 1,884.2 2,200.0 (0.1%) (3.9%) 5.7% 39,561.6 58,797.6 (3.0%) 0.8% 12.0% 380.7 369.9 (2.6%) (0.8%) 1.6% 293,234.8 275,500.8 (1.7%) (0.2%) 7.2% 318.6 305.4 (10.7%) 11.1% 24.9% 3,849.4 4,323.9 (2.1%) (2.0%) 15.8% 55,186.6 56,055.8 2015E Target - EV/EBITDA T12M 2014E NA 12.6x 22.3x 10.2x 32.4x 10.9x -162.3x 13.0x NA 12.5x 17.0x 11.1x 13.1x 10.7x -284.7x 12.0x NA 11.9x 13.2x 9.4x 11.7x 10.6x 87.1x 10.9x N/A 12.6x 22.3x 10.2x N/A 10.9x N/A 13.0x -8.7x -29.7x 22.1x 13.8x Current - EV/EBITDA T12M 2014E NA 12.5x 17.0x 11.2x 13.3x 10.7x NA NA NA (3.4%) 2015E NA 11.9x 13.2x 9.5x 11.8x 10.6x NA 12.0x NA (0.7%) 1-Year T12 86.3% -5.1 15.6% 8,467.0 5.8% 98.6 (21.7%) 5,767.0 76.2% 11.4 9.5% 25,171.0 41.8% -1.9 28.7% 331.9 13.8% 30.3% EV/Revenue T12M 2014E Consensus Valuations EBITDA EPS FY1 FY2 T12 FY1 FY2 -4.9 -2.9 ($0.08) ($0.08) ($0.03) 8,537.3 8,955.4 $7.43 $7.48 $8.22 129.2 167.2 $1.47 $2.10 $2.64 5,291.8 6,241.2 SEK 7.02 SEK 6.83 SEK 11.03 28.2 31.6 (€0.08) €0.70 €0.88 25,757.9 25,908.6 $6.14 $5.96 $6.17 -1.1 3.5 ($0.01) ($0.01) $0.01 359.0 397.5 $2.08 $2.90 $3.34 2015E Forward P/E N12M 2015E 2016E 233.3x 3.4x 4.8x 2.3x 1.7x 3.7x 14.2x 2.5x 163.5x 3.4x 4.1x 2.2x 1.7x 3.7x 0.0x 0.0x 12.4x 3.2x 3.2x 2.1x 1.6x 3.7x 10.1x 2.3x NM 20.0x 23.8x 16.3x 19.8x 17.6x NM 0.0x NM 19.5x 23.2x 15.2x 15.8x 17.0x NM 22.3x 70.0x 17.9x 20.6x 12.8x 14.0x 15.9x 99.4x 19.4x 33.2x 22.3x 4.8x 16.2x 18.8x 33.8x P/CFPS T12M 2014E NA 16.8x NA 11.6x 8.4x 16.7x -45.5x 15.2x NA 2015E 0.0x 16.0x 0.0x 11.8x 0.0x 15.3x 0.0x 0.0x 0.0x 15.2x 0.0x 9.1x 0.0x 13.8x NM 0.0x 5.4x 5.4x Targets, forecasts and valuations reflect consensus estimates derived from Capital IQ Douglas W. Loe, PhD MBA | (416) 775-1004 | [email protected] Page 9 of 43 TOS-TSX | 15 January 2015 (ophthalmology, orthopedic, and urology procedures, to name three) to drive requirements for sterilized surgical equipment in those and other markets. A recent report from Transparency Market Research estimates the sterilization and disinfection devices industry will grow to $9.2B by 2019 at a CAGR of 8.5% from $5.1B in 2013. From this, the low temperature sterilization market is tapped to be the fastest growing segment, growing at approximately 10.9% from 2013 to 2019. These growth rates are consistent with our own expectations for overall category growth, and we clearly believe that VP4 can grow its own proportionate market share much faster than more mature sterilization technologies that currently define the category. Maintaining our investment thesis on VP4 technical superiority compared to alternative sterilization modalities, and thus on achievable revenue ramp as early as this year. On the milestone watch, we believe that valuation drivers are now more logistical than regulatory, with VP4 now approved in all major geographies currently embedded in our forecasts. Clearly we are still anticipating that one or more channel partners could be identified by end of quarter, but if not, we expect TSO3 to advance its own VP4 production initiatives and generate sales with hospitals familiar with its first-generation Sterizone platform and/or those that have high-volume sterilization needs for which VP4 could confer a sizable (and immediate) cost advantage. We endorse TSO3’s strategy to partner regionally rather than globally (which may have impeded European/Canadian VP4 sales to this point – the device has been approved in those geographies since 2010) and as an initial guess, it seems plausible to us that Getinge’s European strength with its steam-formaldehyde-based HS66 platform and Steris’/J&J’s US strength with hydrogen peroxidebased Sterrad NX100/V-PRO make them ideal partners in those respective geographies. Exhibit 1 – Financial Summary for TSO3 (C$000, except EPS) Sterizone 125L+ systems Maint/service/consumables Total revenue Revenue growth (%) Gross margin Gross margin (%) EBITDA EBITDA growth (%) EBITDA margin (%) Net Income Net income, fully-taxed Fully-taxed EPS (fd) P/E EV/EBITDA 2011A 2012A 2013A 0 0 0 2014E 462 2015E 15,246 2016E 34,650 2017E 52,091 2018E 66,413 3,145 1,163 254 462 2,264 6,930 12,836 20,383 $3,355 235% (125) (4%) ($7,473) NA NA ($7,655) ($7,655) ($0.12) NA NA $2,854 ($63%) 1,052 37% ($5,519) NA NA ($5,796) ($5,796) ($0.08) NA NA $254 ($78%) (811) (319%) ($6,931) NA NA ($9,270) ($9,270) ($0.11) NA NA $924 263% (95) (10%) ($4,786) NA NA ($5,259) ($5,259) ($0.06) NA NA $17,510 1,794% 8,906 51% $3,786 (179%) 22% $3,291 $2,304 $0.03 47.9x 24.5x $41,580 137% 21,830 53% $16,385 333% 39% $15,890 $11,123 $0.14 9.9x 5.7x $64,927 56% 35,710 55% $29,921 83% 46% $29,426 $20,598 $0.25 5.4x 3.1x $86,796 34% 49,907 58% $43,755 46% 50% $43,260 $30,282 $0.37 3.6x 2.1x Source: Euro Pacific Canada, Company Reports and Filings Comprehensively positive FDA regard not just for VP4 but also for consumables required to ensure sterilization efficacy, and from new Product Code clearly differentiating VP4 from peers. But we are positive in the extreme that TSO3 was able to (finally!) garner such favourable FDA regard for VP4, receiving simultaneous approval not only for VP4 itself, but also for the chemical and biological indicators that will form the basis for TSO3’s consumable recurring revenue embedded in our model. Moreover, we are equally positive about the fact that VP4 will have its own newly-assigned Product Code, indicating to us that the FDA regarded VP4’s ‘dual-gas’ sterilization chemistry and overall performance metrics as being sufficiently novel compared to ethylene oxide or hydrogen peroxide gas plasma or steam formaldehydebased platforms to justify the unique code. We see this as an important signal that VP4 could be correspondingly discriminated from its peers in the hospital marketplace as well. Summary & valuation. Our forecasts remain unchanged, we are maintaining our BUY rating and PT of $3.75, based on the average of three methodologies, including NPV and multiples of F2016 EBITDA/EPS, with our NPV incorporating a 15% discount rate to reflect reduced regulatory risk infused by the FDA Douglas W. Loe, PhD MBA | (416) 775-1004 | [email protected] Page 10 of 43 TOS-TSX | 15 January 2015 approval now granted, and based on a 25x multiple ascribed to both our F2016 EPS forecast of $0.14 and a 15x multiple ascribed to our F2016 EBITDA forecast of $16.4M. We incorporate FQ314 balance sheet data into our enterprise value calculation, from which we calculate net cash of $6.9M. Exhibit 2 – Valuation Summary for TSO3 NPV, discount rate Implied value per share 5% 10% 15% 20% 25% 30% $8.40 $6.10 $4.55 $3.48 $2.72 $2.17 Discounted projected share price to year-end 2015 Price/earnings multiple, F2016 Implied share price 1 EV/EBITDA multiple, F2016 Implied share price 1 15x 20x 25x 30x 35x 40x $2.06 $2.74 $3.43 $4.11 $4.80 $5.49 5x 10x 15x 20x 25x 30x $1.12 $2.23 $3.35 $4.47 $5.59 $6.70 One-year TSO3 target price $3.78 1 Based on fully-taxed F2016 EPS (fd) forecast of $0.14; EBITDA of $16.4M; NPV discounted at 15%; FQ314 cash of $6.9M, no LT debt Source: Euro Pacific Canada Please see company disclosures on page 36. Douglas W. Loe, PhD MBA | (416) 775-1004 | [email protected] Page 11 of 43 Real Estate 12 January 2015 F.un-TSX: $7.88 FAM REIT Deep Discount and Upcoming Events Leading to Top Pick Event: We are adding FAM REIT as one of our two 2015 Top Picks. Reasoning: We are naming FAM REIT as one of our Top Picks for two reasons; the REIT’s strong discrete acquisition pipeline through both old Huntingdon assets, now owned by Slate Properties as well as existing Slate Properties office holdings; and the huge upcoming effect of the REIT’s data centre development which with its fixed costs, long-term debt and yearly increasing revenue provides quantifiable and measurable inflation protection. 2015 Themes: Inflation protection is one our key tenets for 2015 and FAM REIT is ideally situated to both protect and benefit from both expected and unexpected inflation in the coming quarters. Its MTS Data Centre provides significant inflation protection and the REIT, after taking on $144M in new mortgages with the Slate portfolio acquisition provided itself with a huge degree of debt flexibility as all of the debt is open and can be replaced with significant long-term debt giving the REIT huge cost certainty for the long term. We do not expect FAM REIT or any other REITs of its size to be able to sell interest in its portfolio to SWFs or other institutional investors; however, our other theme of discrete acquisition pipelines is very much a focus for the REIT. FAM has a sponsor through Slate which we believe will supply it with a steady flow of off market transactions and believe it will grow rapidly throughout 2015. Investment Thesis: We remain extremely bullish on FAM REIT despite its move from an office focused REIT to one that is office only. We believe the REIT continues to trade well below its intrinsic value and NAV. While we acknowledge external management agreements, smaller market cap and relative illiquidity all create discounts we believe the REIT is mispriced relative to its strengths and transformative data centre development which is nearing completion. Valuation: We are maintaining our BUY rating and price target of $10.00 derived using a 6% discount to our NAV of $10.65. We continue to employ a discount to NAV valuation metric due to the REIT's significant data centre development pipeline which creates a short-term cash drag which we refuse to penalize. We do not believe an FFO multiple adequately portrays the health and performance of the REIT while the NAV does account for the value of the development. We expect to revert to a p/AFFO multiple post Q115. Please see company disclosures on page 37. Buy Rating $10.00 Target Price Projected Return: 36.4% Valuation: 9.8x TP/FFO (F2015) Market Data $140.8 17.9 17.7 9.5% 136,126 51.8% 25,350 $6.8 - $9.3 Market Capitalization Units S/O (M) Float S/O (M) Yield Total Debt (M) Debt to GBV Average Volume (3mo) 52 Week Range ($) Financial Metrics FY-Dec 31 Quaterly FFO 2013 2014 2015 Annual FFO AFFO Current Multiples P/FFO P/AFFO Target Multiples Target/FFO Target/AFFO Distribution AFFO Payout NAV Estimate Q1 Q2 Q3 $0.30A $0.34A $0.23A $0.22A $0.22A $0.19A $0.22E $0.24E $0.29E 13A 14E $0.96 $0.81 $0.79 $0.69 Q4 $0.23A $0.18E $0.30E 15E $1.02 $0.91 8.2x 10.0x 9.7x 11.4x 7.7x 8.7x $0.75 95% 12.3x 14.5x $0.75 109% 9.8x 11.0x $0.75 82% $10.65 Company Description FAM’s $58.8M IPO was in December 2012 with 27 properties covering 1.7M sq.ft. FAM REIT currently owns a portfolio of 28 properties totalling ~1.8 million sq.ft. with exposure to multiple sectors, with a focus on Canada’s large population centres. FAM REIT’s current portfolio trends towards value-add and core plus properties. 0.24 $9.50 0.20 $9.00 0.16 $8.50 0.12 $8.00 0.08 $7.50 0.04 0.00 Jan-14 Apr-14 Jul-14 Volume (M) Oct-14 $7.00 Jan-15 Price Source: Company Reports, Euro Pacific Canada, Capital IQ Rob Sutherland FRI(e) | 416.933.3353 | [email protected] Asad Siddiqui | 416.649.4273 | [email protected] www.epccm.ca Page 12 of 43 Technology 14 January 2015 WAN-TSXV: $1.44 Wanted Technologies Top Pick 2015: Unjustified Pessimism Event: A unique asset (10Y of data), rise of predictive analytics, and adoption of quant-tools in HR saw the corporate market emerge as the key driver. Yet, the ongoing shift from reselling data to directly serving corporates goes beyond leveraging a pocket of strength. We see the transition: (i) reverse the structural risks that kept buyers at bay in C2014, and (ii) open a second channel by partnering with suppliers of complementary technology. Thus, we confirm our Buy rating on WAN (PT: $1.80, 25% upside; Bear-Bull: $1.05-3.25) and make it our top pick for 2015. Risks Overstated: The contract terminated in June 2014 left WAN without 13% of the top line. WAN’s emerging strength in direct sales led to a channel conflict. Remaining partnerships make for 23-24% of F2014 sales and underpin the key risks to the story. But, growing direct sales as a percentage in the mix mitigates the downside. Thus, the ongoing push (EP est.: h/count to rise 40% y/y in F2015e) to firm up the corporate presence is justified, as it accelerates the reversal of structural risks. Add in the recent renewals of outstanding resale contracts, and we see follow-on terminations (if any) pushed to the medium term. Our Bear case PT of $1.05 sees remaining agreements terminated in F2016-2018e. Second Channel Re-rates Growth: Analytics are complementary to the mainstream HR software (HCM). After seeing results at the front-office, corporates are looking to analytics to raise ROI elsewhere (HR). The take up of WAN Analytics at US-based (93.4% of F2014 sales) Fortune 500s confirms its productivity-driving prowess. Further, WAN’s platform is a natural add-on to the HCM suite. It can fill the gaps in partners’ portfolios, driving the adoption of enhanced tools. In turn, the adoption at the partners’ installed base is set to drive WAN revenue upside. Our Base case scenario sees a Tier-2 partnership in FH116e (CH215e). Why Now? HCM partnerships are set to drive a revenue windfall at WAN. In our view, near-term channel tie-up is likely to emerge, due to: − Competition in HCM Intensifies: In C2014 we see Tier-1 vendors struggle to stave off cannibalization of its on-premise sales (from SaaS). Elsewhere, pureplay SaaS developers are either taking share (from on-premise) or exiting the market. Thus, HR analytics as a source of differentiation is coming into focus. − Growing use of WAN Analytics alongside HCM: WAN’s integration of Analytics into browsers allows corporates to run proof-of-concept trials. The Company reports a strengthening take-up of the “work-around”. We believe the bottom-up-driven demand for the API-solution is set to follow. − New Product Cycle: WAN international product launch (Oct. 2014) is a response to clients’ demand to replicate North American ROI gains in offshore offices. A tighter footprint at large corporates makes WAN a more attractive partner to a Tier-1 HCM vendor (basis for Bull Case). Valuation: WAN’s F2015e nominal sales are set to remain flat y/y. But the 29% y/y underlying (ex. terminated contract) growth speaks of a firm end market demand. In our view, a 54% y/y opex ramp is warranted and transitory margin pressures are reflected in the valuation (2.6x EV/Sales vs 3.2x at peers). Our DCF-derived PT of $1.80 reflects the Base case sales growth of 22% CAGR (F2014-2017e). Further, the new product cycle makes WAN more attractive to Teir-1 partners. Thus, the Bull Buy Rating $1.80 Target Price Projected Return: 25% Valuation: DCF (14% discount, 2% TVG) Market Data Market Capitalization Net Debt Enterprise Value Basic Shares O/S Fully Diluted Shares O/S Avg. Daily Volume (M) 52 Week Range Dividend Yield 35.3 -7.1 28.2 24.5 25.1 0.05 $1.46 - $0.88 0.0% Revisions 2015E Revenue 2015E EBITDA 2015E EPS Old 10.0 0.6 $0.00 n/c n/c n/c Financial Metrics FYE - Jun 30 Revenue EBITDA EPS FCF Net Debt:EBITDA FCF Yield F2014A F2015E F2016E 10.1 10.0 14.1 3.7 0.6 3.1 $0.11 $0.00 $0.07 3.7 0.3 1.4 -1.8x -12.4x -2.8x 12.2% 0.8% 4.1% 9.6x 24.9x 12.7x 29.5x 18.3x $1.80 12.8x 32.2x 16.8x 37.5x 22.4x $2.06 15.7x 18.8x 20.7x 12.8x 42.5x 36.9x 47.0x 16.0x Valuation Data DCF - Current/Target EV/EBITDA Current Peers Target P/E Current Peers Target Quarterly Data EBITDA EPS 2014 2015 2014 2015 Q1 Q2 Q3 Q4 0.6 1.2 1.3 0.6 0.3 0.1 0.2 0.1 $0.02 $0.04 $0.03 $0.02 $0.00 $0.00 $0.00 $0.00 Company Description Wanted Technologies is a leading provider of business intelligence for the talent marketplace. Through its Wanted Analytics platform, the Company provides real-time labour market intelligence to corporations, staffing agencies, government agencies, media, and financial institutions. Wanted Technologies is headquartered in Quebec (QC), Canada. $2.00 0.80 $1.50 0.60 $1.00 0.40 $0.50 0.20 $0.00 0.00 Volume (M) Andrej Krneta, B.Eng, MBA | 416.687.6656 | [email protected] Mindy Lau, MBA | 416.360.2576 | [email protected] New Price www.epccm.ca Page 13 of 43 WAN-TSXV | 14 January 2015 case $3.25 PT (126% upside) looks to be a likely outcome. Risks revolve around contract terminations and substitute solutions at large customers. Please see company disclosures on page 38. Andrej Krneta, B.Eng, MBA | 416.933.3351 | [email protected] Page 14 of 43 WAN-TSXV | 14 January 2015 Wanted Technologies Corporation (WAN.V-T, CAD $1.44) - Data Sheet $1.80 Last Sale Price 50-Day MA 200-Day MA $1.60 Stock Price ($) $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 BUY | PT: CAD $1.80 Company Description Volume (M Shares) 1 0.9 0.8 0.7 0.6 0.5 0.4 0.3 0.2 0.1 0 Consensus Wanted Technologies is a leading provider of business intelligence for the talent marketplace. Through its Wanted Analytics platform, the Company provides real-time labour market intelligence to corporations, staffing agencies, government agencies, media, and financial institutions. Wanted has 50 employees with offices in Quebec City and New York, NY. Wanted Technologies is headquartered in Quebec (QC), Canada. 3 Mths Ago Current Return NA NA NA NA NA NA NA NA NA NA NA NA NA NA Rating: Target: Median: High: Low: Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector Underperform/Sell # Est 1 1 1 1 Historical Valuations CAPITAL IQ - CONSENSUS BASED NTM EV/EBITDA CAPITAL IQ - CONSENSUS BASED NTM EV/SALES Wanted Technologies TeradataCorporation Corporation 53.0x 7.0x Teradata Corporation PROS Holdings,PROS Inc. Holdings, Inc. Wanted Technologies Teradata Corporation Corporation Teradata Corporation PROS Holdings,PROS Inc. Holdings, Inc. 6.0x 43.0x 5.0x 4.0x 33.0x 3.0x 23.0x Sep-14 Sep-14 Nov-14 Jul-14 Jul-14 Mar-14 Mar-14 May-14 May-14 Jan-14 Jan-14 Nov-13 Nov-13 May-13 Jul-13 Jul-13 Sep-13 Sep-13 Mar-13 May-13 Jan-13 Mar-13 Nov-12 Jan-13 Jul-12 Sep-12 Sep-12 Nov-12 May-12 Mar-12 Nov-14 Jul-14 Jul-14 Sep-14 Sep-14 May-14 May-14 Jan-14 Jan-14 Mar-14 Mar-14 Nov-13 Nov-13 May-13 Jul-13 Jul-13 Sep-13 Sep-13 Mar-13 May-13 Jan-13 Mar-13 Nov-12 Jan-13 Sep-12 Nov-12 Jul-12 Sep-12 May-12 Jul-12 0.0x May-12 Mar-12 1.0x 3.0x May-12 Jul-12 2.0x 13.0x Key Financial Metrics Financial Summary/Key Metrics Consolidated Net Sales Growth y/y Adj. EBITDA Margin 2013 7.2 20.0% 2014 Q115 10.1 39.1% 2.1 7.8% Q215E 2.5 4.9% Q315E 2.6 (13.0%) Q415E 2.8 2.4% 2015E 10.0 (0.5%) 2016E 14.1 41.1% 2017E Key Statistics 18.8 33.4% 1.8 25% 3.7 36% 0.3 -7% 0.1 10% 0.2 8% 0.1 7% 0.6 5% 3.1 20% 6.1 31% EPS $0.06 $0.11 $0.00 $0.00 $0.00 $0.00 $0.00 $0.07 $0.14 Cash Net Debt 2.6 (3.0) 4.7 (6.7) 4.2 -7.1 3.8 -6.8 4.3 -7.3 4.2 -7.2 4.2 (7.2) 5.6 (8.7) 9.2 (12.3) 1.3 3.7 0.5 -0.4 0.4 -0.2 0.3 1.4 3.5 Value $1.48 52-Week High 52-Week Low Avg Vol (3-Mo) Shares Outstanding Market Cap Net Debt Enterprise Value Div Yield FYE Employees (FY14) 0.88 0.04 24.5 35 -7 29 0% Jun-14 50 Top Inst. Ownership FCF Venator Capital Mgmt Manulife AM Penderfund Capital Mgmt Ldic Inc. CI Investments Timelo Investment Mgmt Desjardins Bus. Capital Innovatech Quebec Northstar AM Natcan Operating/Segmented Summary Canada & International Revenue % of total 0.6 9% 0.7 7% 0.2 8% 0.2 10% 0.3 10% 0.3 12% 1.0 10% 1.7 12% 2.4 13% US Revenue % of total 6.6 91% 9.4 93% 2.0 92% 2.2 90% 2.4 90% 2.4 88% 9.0 90% 12.5 88% 16.4 87% Recurring Revenue % of total 6.7 93% 8.5 84% 2.1 97% 2.3 93% 2.5 94% 2.7 96% 9.5 95% 13.6 97% 18.3 97% EBITDA Net Change in WC Capex FCFF 0.5 7% 1.6 16% 0.1 3% 0.2 7% 0.2 6% 0.1 4% 0.5 3% 0.5 3% 0.5 3% WACC Term. Growth Rate Non-Recurring Revenue % of total 3% (39%) Valuation M Shares ∆ 6 Mnths % Held 2.53 1.96 1.30 0.25 NA NA NA NA NA NA 0.00 0.00 0.00 0.00 NA NA NA NA NA NA 10.3% 8.0% 5.3% 1.0% NA NA NA NA NA NA F2015E F2016E F2017E 0.6 (0.0) 0.6 (0.0) 3.1 (0.0) 0.6 1.6 6.1 (1.9) 0.7 3.6 14.0% 2.0% Terminal Value PV Equity Value DCF Value Current 1-Yr TGT 14.9 43.6 $1.80 49.7 $2.06 Comparables Comparables and Peer Analysis Wanted Technologies Tableau Qlik Splunk Microstrategy Mediagrif PROS Holdings Teradata Corporation Peer Average Comparables Multiples Analysis Wanted Technologies Tableau Qlik Splunk Microstrategy Mediagrif PROS Holdings Teradata Corporation Peer Average Price Target Div Yield Return $1.44 $85.93 $29.97 $57.31 $158.06 $18.02 $25.91 $42.83 $1.80 $95.36 $32.92 $76.63 $191.00 $21.19 $37.00 $45.39 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.2% 0.0% 0.3% 25% 11% 10% 34% 21% 18% 45% 6% 20.6% F2014 F2015E C2013 12.2% 0.3% 1.3% 0.3% 3.0% 4.7% -2.7% 4.3% 1.6% 0.8% 0.7% 0.6% 0.8% 0.0% 7.6% -0.4% 6.9% 2.3% 3.4x 42.2x 6.3x 31.1x 2.6x 5.1x 5.9x 2.3x 13.6x Enterprise Value 29 5,386 2,467 6,193 1,449 309 695 6,052 FCF Yield Return Revenue EBITDA EPS 1 Week 1 Month 3 Month YTD 1 Year F2015E F2016E F2015E F2016E F2015E F2016E 10.8% (12.6%) (14.9%) (12.9%) (15.2%) 0.1% (12.9%) (14.9%) (11.9%) 29.7% (7.4%) (11.4%) (10.8%) (13.3%) 0.4% (10.0%) (10.5%) (9.0%) 50.0% 14.6% 13.1% (5.1%) (3.2%) 2.7% (4.2%) (8.0%) 1.4% 7.5% (12.7%) (16.5%) (16.3%) (16.2%) (0.1%) (18.8%) (15.6%) (13.8%) 2.9% 15.6% 3.9% (28.1%) 20.0% (7.3%) (38.0%) (10.5%) (6.3%) 10.0 554.1 637.6 440.7 623.1 71.4 228.0 2,843.2 14.1 750.5 738.0 581.0 661.5 74.9 259.9 2,967.1 0.6 49.2 56.9 20.0 98.0 28.1 38.4 786.6 3.1 90.1 80.2 29.7 105.5 30.9 45.0 830.8 $0.00 $0.23 $0.35 $0.04 $4.98 $0.95 $0.54 $3.00 $0.07 $0.57 $0.52 $0.11 $5.50 $1.08 $0.73 $3.24 C2014E C2015E C2013 C2014E C2015E C2013 C2014E C2015E C2013 C2014E C2015E 2.8x 23.2x 5.2x 20.5x 2.5x 4.8x 4.8x 2.2x 9.0x 2.3x 13.7x 4.4x 14.1x 2.4x 4.4x 3.7x 2.2x 6.4x 25% 82% 21% 52% 2% 5% 23% 1% 27% 25% 69% 18% 46% 4% 10% 31% 2% 26% 20% 41% 15% 32% 4% 4% 20% 3% 17% 9.6x NA NA 38.5x NA 6.7x 29.1x NA 24.8x 12.8x NA 61.0x NA 55.8x 11.2x 25.6x 8.0x 32.3x 15.7x NA 43.3x NA 14.8x 10.1x 18.1x 7.7x 18.8x 35% 5% 2% 53% -12% 72% 17% 0% 19% 21% 12% 7% 5% 4% 39% 14% 28% 16% 18% 9% 9% 5% 16% 42% 17% 28% 18% EV/Sales Sales Growth (%) EV/EBITDA EBITDA Margin (%) *All financial values in CAD Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ, Bloomberg Andrej Krneta, B.Eng, MBA | 416.933.3351 | [email protected] Page 15 of 43 WAN-TSXV | 14 January 2015 Exhibit 1 – Consolidated Income Statement and Estimates (all figures in thousands of Canadian Dollars except EPS) Jun-10 2010 Jun-11 2011 Jun-12 2012 Jun-13 2013 4,335 89% 4,624 87% 5,284 88% 6,713 93% 1,900 96% 1,962 83% 534 11% 705 13% 744 12% 518 7% 88 4% US Revenues as % of total sales 4,531 93% 4,983 94% 5,520 92% 6,609 91% Canada Revenues as % of total sales 337 7% 346 6% 508 8% Total Revenues yoy growth (rep.) 4,868 -20% 5,329 9% 6,028 13% ($CAD 000s) Recurring Revenues as % of total sales Non-recurring Revenues as % of total sales Cost of sales Sep-13 Dec-13 Mar-14 Q114 Q214 Q314 Jun-14 Q414 2014 2,202 73% 2,433 90% 8,496 84% 2,087 97% 2,315 93% 399 17% 798 27% 276 10% 1,561 16% 54 3% 1,826 92% 2,200 93% 2,827 94% 2,539 94% 9,393 93% 623 9% 161 8% 161 7% 172 6% 169 6% 7,231 20% 1,987 26% 2,361 37% 3,000 66% 2,709 27% Sep-14 Dec-14 Mar-15 Q115 Q215e Q315e Jun-15 Q415e 2015e Jun-16 2016e Jun-17 2017e Jun-18 2018e 2,460 94% 2,654 96% 9,516 95% 13,618 97% 18,324 97% 23,642 98% 162 7% 150 6% 120 4% 486 5% 491 3% 496 3% 501 2% 1,974 92% 2,229 90% 2,354 90% 2,441 88% 8,998 90% 12,458 88% 16,392 87% 20,908 87% 664 7% 168 8% 248 10% 256 10% 333 12% 1,004 10% 1,651 12% 2,428 13% 3,235 13% 10,057 39% 2,142 8% 2,477 5% 2,610 -13% 2,774 2% 10,002 -1% 14,109 41% 18,820 33% 24,144 28% 140 715 575 492 74 76 110 313 573 82 114 143 245 585 843 1088 1569 Gross Profit Gross margin (%) 4,728 97% 4,614 87% 5,453 90% 6,739 93% 1,914 96% 2,285 97% 2,889 96% 2,396 88% 9,484 94% 2,060 96% 2,363 95% 2,467 95% 2,529 91% 9,418 94% 13,266 94% 17,732 94% 22,574 94% Salaries and Marketing as % of total sales 2133 44% 2180 41% 2225 37% 1952 27% 470 24% 530 22% 650 22% 661 24% 2310 23% 675 32% 775 31% 849 33% 956 34% 3256 33% 3999 28% 4900 26% 6060 25% General and Administrative as % of total sales 1102 23% 1144 21% 1138 19% 1126 16% 324 16% 470 20% 496 17% 441 16% 1732 17% 562 26% 855 35% 673 26% 730 26% 2820 28% 2892 20% 3101 16% 3380 14% R&D as % of total sales 1545 32% 1838 34% 2074 34% 2324 32% 610 31% 227 10% 680 23% 681 25% 2198 22% 757 35% 812 33% 858 33% 879 32% 3306 33% 3735 26% 4133 22% 4877 20% 49 1% -227 -4% 466 8% 1,817 25% 583 29% 1,216 51% 1,276 43% 585 22% 3,659 36% 287 13% 54 2% 179 7% 58 2% 578 6% 3,110 22% 6,119 33% 8,707 36% 345 412 394 398 108 113 111 106 438 118 123 83 85 409 334 382 405 29 26 24 18 4 5 8 7 24 6 5 7 7 26 27 27 30 -243 -5% -574 -11% -8 0% 1,318 18% 506 25% 1,052 45% 1,055 35% 606 22% 3,220 32% 59 3% -84 -3% 79 3% -44 -2% 10 0% 2,613 19% 5,571 30% 8,227 34% EBITDA EBITDA margin (%) Depreciation & Amortization Other Financial Expenses EBIT EBIT margin (%) Interest Expense/ (Income) 23 -2 2 -5 0 0 0 0 -33 -19 -3 -3 -3 -28 -29 -29 -16 FX (Gain)/ Loss 82 90 -56 -83 35 -45 -102 135 22 -104 -10 -10 -10 -134 -136 -139 -45 0 0 0 1 0 0 0 3 3 0 1 1 1 3 3 4 4 Other Interest Expense Profit before tax -349 -662 46 1,406 471 1,097 1,157 469 3,228 182 -72 91 -32 168 2,775 5,735 8,284 Tax (credit)/charge Effective Tax Rate 64 -18.3% 2 -0.4% 60 129.6% 43 3.1% 15 3.2% 83 7.6% 389 33.6% 106 22.7% 593 18.4% 99 54.6% -25 35.0% 32 35.0% -11 35.0% 94 56.2% 971 35.0% 2007 35.0% 2900 35.0% Net Profit Profit margin (%) Basic Shares (M) Diluted Shares (M) -413 -8% 24 24 -665 -12% 24 24 -14 0% 24 24 1,363 19% 24 24 456 1,014 769 363 24 24 24 25 24 25 24 25 2,635 26% 24 25 82 4% 25 25 -47 -2% 25 25 59 2% 25 25 -21 -1% 25 25 74 1% 25 25 1,803 13% 25 26 3,728 20% 25 26 5,385 22% 25 26 Basic EPS ($) Diluted EPS ($) -0.02 -0.02 -0.03 -0.03 0.00 0.00 0.06 0.06 0.02 0.02 0.04 0.04 0.03 0.03 0.01 0.01 0.11 0.11 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.07 0.07 0.15 0.14 0.22 0.21 Source: Euro Pacific Canada, Company Reports and Filings Page 16 of 43 Special Situations 14 January 2015 CMG-TSX: $10.98 Computer Modelling Group 2015 Euro Pacific Canada Top Picks Event: We are pleased to introduce Computer Modelling Group (“CMG” or “the Company”) as one of Euro Pacific Canada’s Research top picks for 2015. Resilience during commodity price downturns: We are forecasting y/y revenue growth of 10.3% and 16.3% over the next two quarters despite the ~55%+ decline in crude oil prices. This is on the back of strong deferred revenue growth announced last quarter (up 19% y/y). In Exhibit 1, we showcase CMG’s y/y historical sales growth versus y/y change in WTI crude prices. Note the resilience of sales during the last commodity downturn of 2008-2009. Likewise, we expect revenues to remain healthy during the current downtrend as CMG books deferred revenues into its P&L. Margins and returns sustainability: Unlike other companies with exposure to E&P clientele, we believe CMG’s margins will prove resilient during the current downturn. We are calling for EBITDA margins to remain in and around 50%, driving ROE and ROIC levels of ~45-50%. In Exhibit 2, we showcase CMG’s stock performance in commodity downturns relative to the S&P/TSX Energy index and the S&P/TSX Energy Services index. Ongoing buybacks to provide share price support: Public filings indicate that the Company continued its share repurchase program during CQ4, buying back ~300K shares during the quarter. In the CQ3 MD&A, management commented that the buybacks were effected given their “belief that CMG’s Common Shares were not trading in price ranges that reflected their underlying values”. We expect buybacks to continue during C2015. Catalysts on the horizon: CoFlow was demoed at Society of Petroleum Engineers (SPE) Annual Technical Conference and Exhibition (ATCE) in Amsterdam in October 2014. We note that this was the first time CMG demonstrated the product capabilities to customers. We are encouraged by this as it speaks to CMG’s confidence of an impending successful commercialization of the product. The latest version of CoFlow (R10) will be released to the joint development partners – Shell (RDSA-ENXTAM, NR) and Petrobras (PETR4-BOVESPA, NR) – in H215 and “over the next few years” to additional customers. Investment thesis intact in light of oil price volatility: We view the recent pullback in the stock as an opportunity to consolidate a position in a best-ofbreed business. With a 75%+ recurring revenue base, CMG leverages investors to secular growth trends while providing exceptional defensive characteristics. We expect CMG’s high free cash flow generation will enable the Company to grow annual dividends at low double digits. We note that CMG has a low correlation to oil prices (+0.25 over the last four years); it is thus a great refuge for investors seeking a more defensive name (in the short run), while keeping leverage to the secular growth in secondary/tertiary oil production. Valuation: We believe the appropriate way to evaluate CMG is with a long-term discounted cash flow (DCF) analysis given the revenue visibility and secular growth trends supporting the story. Our DCF analysis calls for a $15.00 target price without contribution from new products. Buy Rating $15.00 Target Price Projected Total Return: 40.3% Valuation: DCF (8.5% discount; 3.0% GRIP) Market Data Market Capitalization Net Cash Enterprise Value Basic Shares O/S Fully Diluted Shares O/S Avg. Daily Volume (K) 52 Week Range Dividend Yield 863.5 65.4 798.1 78.7 80.0 132.3 $10.06 - $15.74 3.6% Revisions New 2015E Revenue 2015E EBITDA 2015E EPS NA NA NA Financial Metrics FYE - Mar 31 Revenue EBITDA EPS Old 2015E 83,711 41,578 $0.37 2016E 2017E 92,140 102,748 46,109 51,845 $0.41 $0.46 Valuation Data FYE - Mar 31 EV/Sales EV/EBITDA P/E 2015E 9.5x 19.5x 29.4x 2016E 8.7x 17.4x 26.5x 2017E 7.8x 15.3x 23.7x Q2 19,731 20,043 9,949 9,933 $0.09 $0.09 Q3 21,198 23,408 10,603 11,753 $0.10 $0.11 Q4 23,230 25,670 11,538 12,803 $0.11 $0.11 Quarterly Data Rev. '15 Rev. '16 EBITDA '15 EBITDA '16 EPS '15 EPS '16 Q1 19,552 23,019 9,488 11,621 $0.08 $0.10 Company Description Incorporated in 1996, Computer Modelling Group develops and licenses reservoir simulation software. The Company's software helps oil and gas companies achieve increased recoveries of hydrocarbons from their reservoirs. CMG is recognized as the leading supplier of dynamic reservoir modelling software. CMG has over 550 clients using its software in 58 countries. The company is headquartered in Calgary, AB and has approximately 200 employees, half of which are dedicated to R&D. $18.00 1.20 $17.00 $16.00 1.00 Vol ume (mm) Pri ce $15.00 0.80 $14.00 0.60 $13.00 $12.00 0.40 $11.00 0.20 $10.00 $9.00 Jan-14 Amr Ezzat | 514.905.7944 | [email protected] Old 83,711 41,578 $0.37 Apr-14 Jul-14 Oct-14 0.00 Jan-15 www.epccm.ca Page 17 of 43 CMG-TSX | 14 January 2015 Computer Modelling Group Ltd. (CMG-T, $10.98) - Data Sheet $18.00 Last Sale Price 50-Day MA 200-Day MA Stock Price ($) Consensus 3 Mths Ago Incorporated in 1996, Computer Modelling Group develops and licenses reservoir simulation software. The Company's software helps oil and gas companies achieve increased recoveries of hydrocarbons from their reservoirs. CMG is recognized as the leading supplier of dynamic reservoir modelling software. CMG has over 550 clients using its software in 58 countries. The company is headquartered in Calgary, AB and has approximately 200 employees, half of which are dedicated to R&D. Rating: Target: Median: High: Low: Outperform Outperform $15.14 $13.70 $15.00 $14.00 $19.00 $15.00 $12.00 $10.00 1 0.8 $12.00 0.6 $10.00 0.4 $8.00 0.2 0 $6.00 Oct-12 Jan-13 Apr-13 Jul-13 Oct-13 Jan-14 Apr-14 Return Company Description 1.4 1.2 $14.00 Current 1.6 Volume (M Shares) $16.00 BUY | PT: $15.00 Jul-14 28% 31% 40% (5%) Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector Underperform/Sell # Estimates 7 1 1 9 Historical Valuation CAPITAL IQ - CONSENSUS BASED NTM EV/EBITDA CAPITAL IQ - CONSENSUS BASED NTM P/E Computer Modelling G roup Ltd. Relative to S&P/ TSX Composite Index Jan-15 Dec-14 Oct-14 3.00x Nov-14 Jul-14 Dec-13 Aug-13 Jun-13 Mar-13 Jan-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 Jun-14 Apr-14 May-14 Mar-14 Jan-14 Feb-14 Dec-13 Oct-13 Nov-13 Sep-13 Jul-13 Aug-13 Jun-13 Apr-13 May-13 Feb-13 Mar-13 Sep-14 1.00x Aug-14 20.0x Jun-14 1.00x Apr-14 1.50x 15.0x May-14 25.0x Mar-14 2.00x 1.50x Jan-14 2.00x 17.0x Feb-14 19.0x 30.0x Oct-13 2.50x Nov-13 2.50x 21.0x Sep-13 35.0x Jul-13 3.00x Apr-13 23.0x Relative to S&P/ TSX Composite Index May-13 40.0x Computer Modelling G roup Ltd. Feb-13 3.50x 25.0x Key Financial Metrics Financial Summary 2014 Q115A Q215A Q315E Q415E 2015E 2016E 2017E Key Statistics Revenue Growth y/y Cons. Cons. 3 Mts. Ago EBITDA Margin Cons. Cons. 3 Mts. Ago Diluted EPS Growth y/y Cons. Cons. 3 Mts. Ago 74.5 8.6% 75.0 75.0 38.4 51.5% 41.7 41.7 0.35 8.8% 0.36 0.36 19.6 7.9% 20.8 20.8 9.5 48.5% 11.3 11.3 0.08 -14.0% 0.12 0.12 19.7 14.8% 19.7 19.7 9.9 50.4% 10.2 9.8 0.09 32.1% 0.09 0.09 21.2 10.3% 20.7 21.2 10.6 50.0% 10.6 10.8 0.10 7.1% 0.10 0.10 23.2 16.3% 22.1 22.4 11.5 49.7% 11.3 11.6 0.11 9.4% 0.11 0.10 83.7 12.4% 82.1 82.4 41.6 49.7% 42.2 43.2 0.37 7.3% 0.37 0.37 92.1 10.1% 91.1 92.3 46.1 50.0% 47.1 48.5 0.41 10.9% 0.42 0.43 102.7 11.5% 104.9 104.3 51.8 50.5% 54.4 53.6 0.46 12.0% 0.46 0.49 52-Week High 52-Week Low Avg Vol (3-Mo) Shares Outstanding Market Cap Net Debt Enterprise Value Div Yield FYE Employees 2014 Q115A Q215E Q315E Q415E 2015E 2016E 2017E 57.1 4.7% 86.3% 9.1 7.9% 13.7% 8.3 46.5% 11.1% 16.0 14.4% 91.8% 1.4 (38.6%) 8.2% 2.2 17.9% 11.0% 15.3 16.6% 85.2% 2.7 45.5% 14.8% 1.7 (21.0%) 8.8% 17.2 20.3% 90.0% 1.9 (35.1%) 10.0% 2.1 5.0% 9.9% 18.8 19.2% 90.0% 2.1 5.8% 10.0% 2.4 5.0% 10.2% 67.3 17.7% 89.3% 8.1 (10.9%) 10.7% 8.4 0.9% 10.0% 75.0 11.5% 90.0% 8.3 3.1% $0.10 8.8 5.0% 9.5% 84.2 12.2% 90.0% 9.4 12.2% $0.10 9.2 5.0% 9.0% 1 Week 1 Month 3 Month YTD 1 Year LTM NTM 2.2% 3.5% 2.3% 3.0% 7.3% (1.6%) (0.3%) 0.6% 0.1% (1.6%) 1.5% (1.1%) 10.5% 2.0% 3.3% 3.2% 6.9% 1.5% (3.7%) 2.9% 0.4% (3.0%) 2.4% (5.0%) 17.3% 8.0% 22.9% 13.1% 17.8% 15.0% (15.3%) (3.2%) 0.4% (3.5%) 7.3% (0.3%) 25.5% 24.6% 53.2% 12.8% 29.4% 21.9% (6.8%) (43.9%) (4.1%) 4.1% 11.7% (0.3%) 29.9% 28.7% 54.2% 16.4% 27.3% 27.6% (11.9%) (44.6%) (7.3%) (0.8%) 11.9% (17.5%) 1,678.0 513.9 158.5 267.5 48.6 45.0 20.1 6.8 22.7 30.7 1,873.9 665.7 375.9 371.9 56.8 69.2 22.7 37.0 30.1 29.9 2.78 2.09 5.01 3.00 0.21 1.14 0.24 (0.39) 0.88 1.09 3.13 3.92 14.57 6.18 0.49 1.49 0.24 0.19 1.02 1.23 38.1 43.7 0.34 0.40 Value $15.74 $10.06 133k 79 $863.48 -65 $798.08 3.6% Mar 31 ~204 Top Inst. Ownership Segmented Revenue Annuity/maintenance licenses Growth y/y % of Software Sales Perpetual licenses Growth y/y % of Software Sales Professional services Growth y/y % of Total Sales Comparables and Peer Analysis CGI Group Open Text Constellation (CSU-T, Buy) Macdonald Dettwiler Descartes Enghouse Solium (SUM-T, Buy) Redknee Mediagrif Information Services Peer Average CMG (EPC) Return EBITDA EPS LTM M Shares Neuberger Berman Llc Burgundy Manulife T. Rowe Price Group, Inc. Wasatch Advisors Inc. Fidelity Investments Montrusco Bolton Blackrock, Inc. Bmo Investments Inc. Pembroke Management EV / EBITDA NTM LTM 9.5x 14.9x NM 15.1x 23.8x 21.4x 14.0x NM 13.5x 9.6x 15.2x 21.1x NTM 8.5x 11.5x 20.0x 10.9x 20.4x 13.9x 12.4x 8.7x 10.2x 9.9x 12.6x 18.4x 7.62 7.58 5.62 3.47 3.26 2.22 1.89 1.63 1.12 0.87 Price / Earnings LTM 15.8x 26.8x NM 30.7x NM 35.2x 30.0x NM 20.4x 16.7x 25.1x 33.0x NTM 14.1x 14.3x 23.4x 14.9x 35.6x 26.8x 29.1x 18.6x 17.7x 14.8x 20.9x 27.6x 43% (8%) ∆ 6 Mnths % Held 0.00 0.00 0.28 0.00 0.00 0.22 (0.25) 0.50 0.00 (0.05) 9.7% 9.6% 7.1% 4.4% 4.1% 2.8% 2.4% 2.1% 1.4% 1.1% Dividend LTM Yield ROIC 1.2% 1.4% 1.4% 1.0% 2.2% 4.4% 1.2% 3.6% 11.7% 9.7% 21.2% 8.7% 4.7% 11.5% 12.7% (0.2%) 7.9% 19.9% 10.8% 40.1% Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ AmrAmr Ezzat | 514.905.7944 | [email protected] Ezzat | 514.905.7944| [email protected] Page 18 of 43 CMG-TSX | 14 January 2015 Exhibit 1 – Quarterly Sales vs. Quarterly Oil Prices Quarterly Sales ($mm) Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Y/Y Growth (%) WTI ($) 11.7 14.4 10.2 9.1 11.7 14.3 12.1 13.3 12.1 14.4 15.9 12.0 15.9 17.2 16.5 16.1 16.8 19.3 18.1 17.2 19.2 20.0 19.6 19.7 Sales 44.60 49.66 69.89 70.61 79.36 83.76 75.63 79.97 91.38 106.72 95.42 79.20 98.83 103.02 84.96 92.19 91.82 97.23 96.56 102.33 98.42 101.58 105.37 91.16 58.8% 60.4% 23.8% (5.2%) 0.3% (1.0%) 17.8% 46.8% 3.2% 0.6% 32.2% (10.0%) 31.8% 19.6% 3.5% 34.2% 5.7% 12.2% 9.7% 6.8% 14.3% 3.6% 8.3% 14.5% WTI Oil (53.5%) (51.1%) (50.1%) (29.8%) 77.9% 68.7% 8.2% 13.3% 15.1% 27.4% 26.2% (1.0%) 8.2% (3.5%) (11.0%) 16.4% (7.1%) (5.6%) 13.7% 11.0% 7.2% 4.5% 9.1% (10.9%) Source: Euro Pacific Canada, Bloomberg, Computer Modelling Group CMG’s quarterly sales declined 3 times on a y/y basis in the last 24 quarters (12.5% of quarters) versus 10 quarters of declining y/y WTI prices (41.7% of quarters). It is also worth noting the magnitude of the oil price declines versus the resilience of CMG sales in declining quarters. Exhibit 2 – Stock Price Performance CMG vs. S&P/TSX Energy vs. S&P/TSX Energy Services 1000% 900% Energy Index: -29% Services Index: -48% CMG: -12% Energy Index: -59% Services Index: -63% CMG: -26% 800% Energy Index: -20% Services Index: -25% CMG: +6% 700% 140% 130% 120% 110% 600% 100% 500% 90% 400% 80% 300% 70% 200% Energy Index: -32% Services Index: -32% CMG: +1% 100% 0% 60% 50% 40% CMG S&P/TSX Energy Services Source: Euro Pacific Canada, Bloomberg Please see company disclosures on page 39. AmrAmr Ezzat | 514.905.7944 | [email protected] Ezzat | 514.905.7944| [email protected] Page 19 of 43 Telecom & New Media 14 January 2015 DHX.B-TSX: $9.18 DHX Media Ltd. BUY Rating Top Pick for 2015 – It’s Still the Middle Innings! Bullish Content Thesis Finds Daily Confirmation! $11.50 Target Price Event: We are once again selecting DHX Media as one of our Top Recommendations for Projected Return: 25.9% 2015. While the 73.4% return for C2014 and the current valuation at 15.4/13.0x C2015/16 EV/EBITDA give pause for deliberation/debate, we remain resolutely bullish. Valuation: 15.4x EV/C2015 EBITDA For us, the repeat selection of DHX Media was relatively clear. Our bullish view on content finds supporting data points on an almost daily basis with releases highlighting the growth of OTTP providers and digital buys. Supported by this positive backdrop, DHX Media has displayed consistent discipline and success with its acquisition strategy. Furthermore, the Company’s growing scale adds to its ability to attract, finance and bring synergies to acquisitions. We believe the shares will continue to command double-digit EV/EBITDA valuations. Beyond acquisitions, we see strong digital and production momentum over the next two to three years layering into much greater contributions from merchandising where we believe that the TeleTubbies relaunch has the potential to support merchandising contributions significantly beyond imbedded expectations. Upside Catalysts: With the shares down $0.57 or 5.9% since levels prior to the announcement of DHX’s agreement with China Network Television (CNTV) and China Central Television (CCTV) in addition to its acquisition of Nerd Corps, we believe current valuations discount the impact of both moves. CNTV/CCTV Contract: Through its agreement with CNTV/CCTV, DHX is providing 700+ half-hours of Mandarin content including Teletubbies, Inspector Gadget, Madeline, Sonic the Hedgehog and Dennis the Menace. DHX looks to launch the service in FQ315 with an AVOD and SVOD website expanding to IPTV, OTT and Mobile platforms. Content will be produced at DHX’s studios (Halifax & Vancouver) and co-produced with Chinese animation partners. While assigning specific revenue forecasts is impossible, we could see the joint venture following a trajectory similar to the YouTube (GOOG-US, NR) revenues where annualized revenues for F2015 are approaching $9M within the first two years. We believe the potential significance of the transaction has been diluted by the inability to assign revenue targets. We further believe that the significance of the transaction as a prototype for additional markets has been lost. More in our note. Market Data Market Capitalization Net Debt Enterprise Value Basic Shares O/S Fully Diluted Shares O/S Avg. Daily Volume (M) 52 Week Range Dividend Yield 1,100.6 216.5 1,317.1 119.9 119.9 0.47 $4.38 - $10.58 0.6% Revisions New Old 236.7 82.5 $0.17 NC NC NC 2014A 116.1 37.0 $0.08 9.1 2.6x 0.9% 2015E 236.7 82.5 $0.17 46.9 2.6x 4.0% 2016E 268.4 94.3 $0.33 68.3 1.7x 5.8% 16.8x 29.9x 20.4x 71.5x 72.3x 89.5x $10.88 15.4x 9.4x 18.8x 36.6x 18.0x 45.9x $11.17 13.0x 8.7x 16.0x 26.1x 11.3x 32.7x 2015E Revenue 2015E Adj. EBITDA 2015E EPS Financial Metrics FYE - Jun 30 Revenue Adj. EBITDA EPS FCF Net Debt:EBITDA FCF Yield Valuation Data DCF - Current/Target EV/EBITDA Current Peers Target P/E Current Peers Target Quarterly Data Q1 Q2 Q3 Q4 2014 27.0 30.4 29.0 29.7 2015 43.0 61.0 69.5 63.1 2014 7.8 9.6 9.4 10.2 2015 13.7 22.0 24.6 22.2 2014 $0.02 $0.03 $0.02 $0.02 2015 ($0.06) $0.07 $0.09 $0.07 Revenue EBITDA EPS Company Description Rob Goff, CFA | 416.933.3351 | [email protected] Arjun Datta, MBA | 647.479.8817 | [email protected] Jan-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Volume (M) Aug-14 Jun-14 2.50 2.00 1.50 1.00 0.50 0.00 Apr-14 merchandising revenues in excess of €1B through its peak years. For blue-sky potential, we reference the peak F2002 merchandising and licensing revenues from Teletubbies that approached £46M. We refrain from forecasting these revenues but their potential represents option value. In addition to their merchandising potential, DHX’s marquee properties of Yo Gabba Gabba, Teletubbies and Inspector Gadget have the potential to significantly outperform our baseline forecasts through OTTP sales, direct streaming considerations or through SVOD via YouTube or similar platforms. $12.00 $10.00 $8.00 $6.00 $4.00 $2.00 $0.00 May-14 Focus on Merchandising: We have often referenced that Teletubbies generated DHX produces and distributes TV and interactive content for domestic and international markets. The company focuses on children's and family entertainment with a library of 9,000+ half-hours of production and 60+ titles including Caillou, Yo Gabba Gabba!, and Johnny Test. DHX Media is based in Halifax, Nova Scotia, Canada with facilities in Halifax, Toronto, Vancouver and London. Jan-14 acquisition is not reflected in the market. The roughly $0.04/$0.06 to pro forma F2015 EPS and FCF represented a positive $0.50 increase to shareholders based on an arguably conservative 12% FCF yield on the FCF accretion. However, we believe that a much greater positive impact lies in the strength of its library and production pipeline. More details in our note. Feb-14 Mar-14 Nerd Corps: We believe the immediate and longer-term benefit of the Nerd Corps Price www.epccm.ca Page 20 of 43 DHX.B-TSX |14 January 2015 Valuation: We have DHX shares at 15.4x/13.0x C2015/16 EV/EBITDA while peers Entertainment One (ETO:LSE, NR), DreamWorks (DWA:NYSE, NR), and Lions Gate Entertainment (LGF:NASDAQGS, NR) are at 10.0x/9.2x, 18.0x/NA and 15.0x/12.7x, respectively. Our PT reflects a 4.0%/5.8% FCF yield against F2015/F2016 pro forma FCF of $0.51/$0.66 per share. With $0.69/shr of EBITDA, the shares/targets have significant valuation leverage. Investment Thesis: We see a prolonged battle for content across the traditional broadcasters, premium broadcasters, and OTT providers. We expect that large content owners such as DHX will outperform smaller peers who lack access to the buyers and new digital platforms. We see the value of marquee properties continuing to outperform as they drive viewership in the AdvOD ecosystem (AdvODs drive revenues through advertising on demand - YouTube is the prime example) that in turn drives demand for the content, and in turn, merchandising opportunities. And, it is worth noting that the cycle starts with production that is 90%+ prefunded by selling linear rights to less than 15% of the market for a finite period (<5 years) plus various grants. We see animated youth programming at the forefront, given the value ascribed to its viewer demographics and the global reach of animated programming unencumbered by linguistic hurdles. The described environment should support organic growth pushing double digits. We then add the prospective value added through acquisitions where DHX’s scale has been proven to shift buyer economics with legitimate revenue and cost savings. Over the past two years, DHX has successfully completed accretive, paradigm shifting acquisitions with Cookie Jar Entertainment ($111M, FQ113), the recent deal to acquire The Family Channel ($170M, FQ214), and the acquisitions of Ragdoll ($28M, FQ114), Epitome ($33M, FQ314) and most recently Nerd Corps ($57M, FQ215). We see continued strong momentum in distribution revenues over the next two to three years reflecting on digital sales stimulated by SVOD/OTTP (Subscription Video on Demand/Over-the-Top-Provider) demand and increasing AdvOD demand as YouTube in particular maintains its viewership growth trajectory and yield rates continue to advance. These channels have an additional role in their brand building value. Looking out 3+ years, the torque should continue as merchandising ramps up. While the peak annual Teletubbies merchandising sales of $1B with an implied royalty of $50M are clearly a stretch, we feel comfortable/conservative with our merchandising and licensing represented revenues at $15.5M/$16.7M in 2017/18 versus 2014A/15E at $12.2M/$13.3M, respectively. We are optimistic that Teletubbies and Inspector Gadget could generate significant royalties. The Company’s comments that the top five Teletubbies episodes generated 230M views over 1.5B minutes over the last 30 days is a powerful endorsement of the brand’s prospective merchandising power. Our modest upgrade on the merchandising revenues could prove wrong by orders of magnitude given the potential from known brands Teletubbies, Inspector Gadget, Elle the Elephant, Yo Gabba Gabba, or prospectively another emergent property. We see DHX continuing to deliver its 10%+ organic growth annually complemented by accretive acquisitions. The platform capabilities of DHX Media serve to shift acquisition economics in its favour. Please see company disclosures on page 40. Rob Goff, CFA | 416.933.3351 | [email protected] Page 21 of 43 DHX Media Ltd. (DHX.B-T, $9.18) - Data Sheet $12.00 Last Sale Price 50-Day MA Consensus 7 Volume (M Shares) $10.00 Stock Price ($) BUY | PT: $11.50 Company Description 8 200-Day MA 6 $8.00 5 4 $6.00 3 $4.00 2 $2.00 Jan-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 May-… 0 Jun-14 Apr-14 Mar-14 Jan-14 Feb-14 Dec-13 Oct-13 Nov-13 Sep-13 Jul-13 Aug-13 May-… Apr-13 Feb-13 Mar-13 $0.00 Jun-13 1 DHX produces and distributes TV and interactive content for domestic and international markets. The company focuses on children's and family entertainment with a library of 9000+ half-hours of production and 60+ titles including Caillou, Yo Gabba Gabba!, and Johnny Test. DHX Media is based in Halifax, Nova Scotia, Canada with facilities in Halifax, Toronto, Vancouver and London. 3 Mths Ago Current Return 0 $0.00 NA $0.00 NA Hold $10.24 $10.00 $11.50 $9.00 12.1% 9.5% 25.9% -1.4% Rating: Target: Median: High: Low: Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector Underperform/Sell # Est 3 6 1 10 Historical Valuations CAPITAL IQ - CONSENSUS BASED NTM EV/EBITDA TSX:DHX.B 18.0x CAPITAL IQ - CONSENSUS BASED NTM EV/SALES TSX:CJR.B 6.0x LSE:ETO DHX Media Ltd. Corus Entertainment Inc. Entertainment One Ltd. 5.0x 4.0x 13.0x 3.0x 2.0x 8.0x 1.0x Jan-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 Jun-14 Apr-14 May-14 Mar-14 Jan-14 Feb-14 Dec-13 Oct-13 Nov-13 Sep-13 Jul-13 Aug-13 Jun-13 Apr-13 Feb-13 Mar-13 Jan-15 Dec-14 Oct-14 Nov-14 Sep-14 Aug-14 Jul-14 Jun-14 May-14 Apr-14 Feb-14 Mar-14 Jan-14 Dec-13 Nov-13 Oct-13 Sep-13 Jul-13 Aug-13 Jun-13 Apr-13 May-13 Feb-13 Mar-13 May-13 0.0x 3.0x Key Financial Metrics Financial Summary/Key Metrics Consolidated Revenue Growth y/y Cons. Cons. 3 Mts. Ago Pro Forma Revenue Adj. EBITDA Growth y/y Margin Flow-Through Cons. Cons. 3 Mts. Ago Pro Forma Adj. EBITDA EPS Growth y/y Cons. Cons. 3 Mts. Ago Cash Net Debt 2014 Q115 Q215E Q315E Q415E 2015 2016 2017 2018 2019 116.1 19.4% 118.1 118.1 218.4 37.0 58.0% 31.9% 72.1% 36.7 36.7 73.9 $0.08 380.9% NA NA 26.7 188.7 43.0 59.4% 49.0 53.0 43.0 13.7 76.0% 31.9% 37.0% 15.6 18.2 13.7 -$0.06 (418.4%) $0.05 NA 23.9 216.5 61.0 101.0% 64.9 63.3 61.0 22.0 128.4% 36.0% 40.3% 23.6 22.7 22.0 $0.07 148.8% $0.07 NA 17.7 219.7 69.5 139.5% 67.4 61.1 69.5 24.6 161.2% 35.4% 37.5% 24.7 22.3 24.6 $0.09 487.9% $0.08 NA 14.0 220.4 63.1 112.2% 67.5 61.4 63.1 22.2 117.5% 35.1% 35.9% 23.5 23.2 22.2 $0.07 310.1% $0.07 NA 14.7 216.7 236.7 103.8% 244.3 237.3 236.7 82.5 122.7% 34.8% 37.7% 86.2 83.2 82.5 $0.17 107.2% $0.32 NA 14.7 216.7 268.4 13.4% 282.3 267.6 268.4 94.3 14.4% 35.1% 37.4% 107.2 99.2 94.3 $0.33 89.5% $0.42 NA 70.4 156.0 292.7 9.0% 284.7 287.1 292.7 106.9 13.3% 36.5% 51.7% 116.6 107.3 106.9 $0.38 14.6% $0.45 NA 135.4 85.9 322.8 10.3% 303.0 336.8 322.8 122.4 14.5% 37.9% 51.5% 126.7 116.1 122.4 $0.46 23.3% $0.46 NA 213.5 2.8 356.6 10.5% 299.7 372.0 356.6 140.1 14.5% 39.3% 52.4% 139.6 123.4 140.1 $0.56 20.6% $0.56 NA 306.8 (95.5) 23.5 34.7% 9.0 40.9 66.5% 28.6 18.4 (11.8%) 8.1 17.3 (19.1%) 9.9 12.2 58.7% 12.2 3.9 (24.4%) 1.7 5.6 -47.5% 3.0 10.0 43.5% 7.2 6.9 69.0% 2.4 2.7 25.1% 2.0 3.0 16.0% 3.0 0.8 40.0% 0.2 14.0 5.0% 7.3 11.0 111.5% 4.1 13.4 40.0% 7.4 5.0 6.5% 2.1 6.8 (7.8%) 4.1 3.3 7.0% 3.1 0.8 39.0% 0.2 20.8 5.0% 12.5 15.5 160.9% 5.4 13.6 37.5% 8.2 6.0 6.5% 2.4 8.9 171.9% 4.9 3.6 7.0% 3.2 1.1 11.7% 0.2 20.8 5.0% 12.5 11.0 528.6% 4.1 19.5 33.0% 11.7 4.2 6.0% 1.7 4.1 (7.3%) 2.5 3.4 7.0% 3.2 1.7 (7.7%) 0.4 19.2 5.0% 11.5 43.1 83.5% 16.5 56.5 38.2% 34.5 22.1 20.4% 8.7 22.6 30.4% 13.5 13.3 8.9% 12.6 4.4 11.2% 1.0 74.8 (14.9%) 43.8 51.9 20.5% 19.9 67.3 19.0% 40.4 23.4 6.0% 9.6 25.3 11.9% 15.1 14.3 8.0% 13.6 2.6 (40.0%) 0.6 83.6 2.5% 49.0 54.2 4.5% 20.8 77.4 15.0% 46.4 24.9 6.0% 10.2 33.1 31.0% 19.8 15.5 8.0% 14.6 1.6 (40.0%) 0.4 86.1 3.0% 50.5 56.7 4.5% 21.8 88.2 14.0% 52.9 26.3 6.0% 10.8 44.5 34.4% 26.5 16.7 8.0% 15.8 1.7 10.0% 0.5 88.7 3.0% 52.0 59.1 4.4% 22.7 100.5 14.0% 60.3 27.7 5.0% 11.3 58.0 30.4% 34.6 18.0 8.0% 17.1 1.9 10.0% 0.5 91.4 3.0% 53.5 Price Target Div Yield Return 1 Week 1 Month 3 Month YTD 1 Year F2015E F2016E F2015E F2016E F2015E F2016E $9.18 $22.49 $6.83 £4.51 $22.54 $11.50 $23.20 $7.58 £5.50 $21.36 0.6% 5.2% 0.3% 1.4% 25.9% 8.3% 11.0% 22.3% (5.2%) 9.1% (1.5%) (0.2%) (1.9%) (4.5%) 3.8% (0.7%) (5.4%) (0.1%) (2.6%) (5.5%) 3.6% (1.1%) 14.5% (7.4%) (15.9%) (4.1%) 8.2% (4.8%) (5.5%) (2.0%) (4.3%) (10.0%) 0.9% (3.9%) 75.9% (8.5%) (25.8%) (9.0%) (34.8%) (19.5%) 237 862 605 1,154 961 268 877 654 1,318 1,170 82 307 51 154 132 94 314 73 171 198 $0.17 $1.91 $0.32 £0.33 $0.85 $0.33 $2.00 $0.58 £0.37 $1.43 Operating/Segmented Summary Production Revenue Growth y/y Gross Margin Disitribution Revenue Growth y/y Gross Margin Prod. & Service Fee Revenue Growth y/y Gross Margin M&L-owned Revenue Growth y/y Gross Margin M&L-represented Revenue Growth y/y Gross Margin New Media Revenue Growth y/y Gross Margin Family Channel Revenue Growth y/y Gross Margin Key Statistics Value 52-Week High 52-Week Low Avg Vol (3-Mo) Shares Outstanding Market Cap Net Debt Enterprise Value Div Yield FYE Employees $10.58 $4.38 466 120 1,101 216 1,317 0.6% Jun 30 123 Top Inst. Ownership 15% (52%) M Shares ∆ 6 Mnths % Held 20.47 15.42 3.06 1.37 1.04 0.93 0.61 0.53 0.19 0.16 NA 10.08 (4.61) (1.53) (0.24) (0.08) (2.92) 0.08 0.14 (1.40) 17.1% 12.9% 2.6% 1.1% 0.9% 0.8% 0.5% 0.4% 0.2% 0.1% Valuation F2014 F2015E F2016E Revenue EBITDA Depreciation Capex Discretionary CF Discount Rate Terminal EBITDA Multiple 116.1 32.0 (17.1) (2.4) 20.2 236.7 62.7 (16.5) (5.3) 40.5 8.00% 10.50x 268.4 91.6 (18.1) (4.7) 76.7 Current 1-Yr TGT 1,090.4 1,304.0 $10.88 1,177.7 1,426.8 $11.17 Luxor Capital Fiera Capital CI Investments BMO Investments Wellington Mgmt Massachusetts Fin. Pembroke Management CI Inv. Consulting Winnington Capital Northwest & Ethical Inv. Terminal Value PV Equity Value DCF Value Comparables Comparables and Peer Analysis DHX Media Corus TVA Entertainment One Dreamworks Animation Peer Average Comparables Multiples Analysis DHX Media Corus TVA Entertainment One Dreamworks Animation Peer Average Enterprise FCF Yield Return EV/EBITDA Revenue EV/EBITDA - Target EBITDA EPS P/E P/CFPS Value F2015E F2016E C2014 C2015E C2016E C2014 C2015E C2016E C2014 C2015E C2016E C2014 C2015E C2016E 1,317 2,691 227 1,133 2,418 4.0% 9.3% (27.2%) (3.2%) 0.1% (5.2%) 5.8% 9.5% 12.8% (0.2%) 0.8% 5.7% 16.8x 9.4x NM 11.5x 68.9x 29.9x 15.4x 8.7x 1.1x 10.0x 18.0x 9.4x 13.0x 8.1x NA 9.2x NA 8.7x 20.4x 9.6x NM 13.5x 65.8x 29.7x 18.8x 8.9x 0.9x 11.7x 17.2x 9.7x 16.0x 8.3x NA 10.8x NA 9.6x 71.5x 13.6x 186.3x 17.0x NM 72.3x 36.6x 11.6x 21.3x 12.5x 26.5x 18.0x 26.1x 11.1x NA 11.5x NA 11.3x 35.8x 10.0x 4.6x 28.0x NM 14.2x 18.8x 10.1x 6.1x 309.8x 47.0x 93.2x 15.0x 9.9x NA 4.3x NA 7.1x *Non-coverage names reflect consensus, 2014 numbers for DHX are based on actual results Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ Rob Goff, CFA | 416.933.3351 | [email protected] Page 22 of 43 Telecom & New Media 14 January 2015 ESP-TSX: $1.53 Espial Group Inc. European Validation - Bullish Thesis Strong. Top Pick Status Carries over to 2015! European Validation: Espial announced that it has signed a contract with a Tier 1 European Cable Operator (1.5M pay-TV subscribers) where Espial has been selected (from a competitive review) as its primary RDK system integrator and software vendor for the operators next generation 4K Hybrid DVB-IP set-top boxes. Espial is contracted to provide system integration, UX customization services, and the Espial G4 STB Client. We believe the contract is consistent with the contract Espial signed in Q413 with the major N. American multiple system operator (MSO) covering its ~2M cable subscribers. The contract represents a critical European validation for Espial’s RDK service bundle. We expect terms to be similar to the N. American contract. We originally valued the N. American contract at $21M/$0.75 per share suggesting a pro rata valuation of roughly $16M/$0.60 per share with the contract (Q314 Cash $0.56 per share). The enterprise value for Espial at $21.6M is roughly in line with our assigned value for the first MSO contract leaving additional contracts and the SmartTV business as upsides. We note that our selection of Espial as a top pick preceded the European contract win. However, the win clearly gives greater confidence. Timelines: Espial anticipates that it will complete its system integration across 2015 with an early 2016 launch. Consequently, we look for system integration revenues of roughly $1.0-1.5M in 2015. We look for contract economics to be consistent with the N American contract estimated at $10/household plus $1.50/year/user. Patience: Espial shares have declined from their 2014 highs of $3.22 (July 30th) as Espial saw one prospect move from a paid proof of concept (POC) trail to adopt an alternative solution where we believe it saw a shorter deployment schedule (we believe a non-RDK solution). Investors have been further disappointed by the lack of additional client wins. We have been disappointed by the pace of RDK adoptions; however, we view it as the pace of the industry rather than company specific consideration. We are aware of three marquee RDK wins. The first win was announced in Q312 with Liberty Global going with Sea Change. The second win was Espial’s N. American MSO win announced in Q413. Espial’s announced win yesterday represents the third contract win that we are aware of across the industry. Pipeline: With the announcement, Espial’s publicly disclosed pipeline of POC trials will have at least either one of the original two POC trials announced with Q214 or the POC trial (1M+ subscriber MSO) announced October 23rd, 2014. At that time, Espial confirmed that advanced talks with at least six MSOs while having made contact with 20+ of the top 60 MSOs. Espial further indicated the potential for future trials at MSOs without the POC step; however, it cautioned that one should conservatively allow for timing that would include a POC. Espial stated on its Q314 investor call that it was increasingly bullish on MSO adoption of RDK/HTML5 platforms with constant OTTP streaming announcements a call to action/decision for the MSOs on the RDK/HTML5 decision. We view the accelerating adoption of 4K TVs as a further motivation. Valuation: Espial shares are currently valued at 7.0x/5.5x 2014/2015 EV/EBITDA, which our PT brings to 27.3x/9.1x 2015/16 EV/EBITDA. We also see attractive FCF growth in Espial with 2015/2016 FCF yield at 6.4%/18.5%. We have cumulative 2015-20 FCF at $60.4M or $2.16/shr. Buy Rating $4.30 Target Price Projected Return: 181% Valuation: 22.9x EV/F2015 EBITDA Market Data Market Capitalization Net Debt Enterprise Value Basic Shares O/S Fully Diluted Shares O/S Avg. Daily Volume (M) 52 Week Range Dividend Yield 37.5 -15.8 21.6 24.5 27.9 0.15 $0.87 - $3.23 0.0% Revisions New Old 22.9 3.5 $0.09 NC NC NC 2014A 20.1 2.9 $0.07 2.4 NA 6.2% 2015E 22.9 3.5 $0.09 2.7 NA 6.4% 2016E 33.2 9.6 $0.31 7.9 NA 18.5% 7.0x 11.8x 31.3x 22.8x 31.8x 64.1x 1.0x 3.7x 4.5x $3.70 5.5x 8.4x 27.3x 17.2x 19.3x 48.4x 0.9x 2.0x 4.2x $4.34 1.1x 6.2x 9.1x 4.9x 13.3x 13.8x 0.3x 1.9x 2.6x 2015E Revenue 2015E EBITDA 2015E EPS Financial Metrics FYE - Dec 31 Revenue Adj. EBITDA EPS FCF Net Debt:EBITDA FCF Yield Valuation Data DCF - Current/Target EV/EBITDA Current Peers Target P/E Current Peers Target P/S Current Peers Target Quarterly Data Revenue EBITDA EPS Q1 Q2 Q3 Q4 2013 2.5 2.3 3.8 3.9 2014 5.0 4.7 5.1 5.3 2013 -2.4 -1.5 0.4 0.6 2014 1.3 0.6 0.7 0.3 2013 ($0.23) ($0.15) ($0.02) $0.01 2014 $0.05 $0.00 $0.01 $0.01 Company Description Espial provides standards-based solutions for set-top box IPTV delivery and Smart TV browsers. The company has built its IPTV solutions on the RDK and HTML5 standards for increased portability and sells its solutions to leading Pay-TV operators worldwide. The Company's HTML5 Smart TV browser is shipped with leading Smart TV manufacturers and has secured partnerships with leading chipset manufacturers and content providers. Espial was founded in 1997 and is headquartered in Ottawa, Canada. $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 2.50 2.00 1.50 1.00 0.50 0.00 Volume (M) Rob Goff, CFA | 416.933.3351 | [email protected] Andrej Krneta, B.Eng, MBA | 416.687.6656 | [email protected] Price www.epccm.ca Page 23 of 43 ESP-TSX | 14 January 2015 Espial Group, Inc. (ESP-T, $1.53) - Data Sheet $3.50 Last Sale Price 50-Day MA 200-Day MA 2 $2.50 $2.00 1.5 $1.50 1 $1.00 0.5 $0.50 Volume (M Shares) 0 $0.00 Consensus Indexed Price Movements Espial Group, Inc. Current Return Buy $4.27 $4.25 $4.60 $3.90 Buy $4.18 $4.25 $4.50 $3.70 173% 178% 194% 142% Consensus Distribution Sector Outperform/Buy Sector Perform/Hold Sector Underperform/Sell # Est 8 0 0 8 Historical Valuation CAPITAL IQ - Indexed Price Movements 300% 250% 200% 150% 100% 50% 0% -50% -100% 3 Mths Ago Rating: Target: Median: High: Low: Espial provides standards-based solutions for set-top box IPTV delivery and Smart TV browsers. The company has built its IPTV solutions on the RDK and HTML5 standards for increased portability and sells its solutions to leading PayTV operators worldwide. The Company's HTML5 Smart TV browser is shipped with leading Smart TV manufacturers and has secured partnerships with leading chipset manufacturers and content providers. Espial was founded in 1997 and is headquartered in Ottawa, Canada. CAPITAL IQ - HISTORICAL LTM EV/SALES SeaChange International, Inc. 4.5x TiVo Inc. Espial Group, Inc. SeaChange International, Inc. TiVo Inc. 3.5x 2.5x 1.5x Jan-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 Jun-14 Apr-14 May-14 Mar-14 Jan-14 Feb-14 Dec-13 Oct-13 Sep-13 Jul-13 Aug-13 Jun-13 Apr-13 May-13 Mar-13 Jan-13 Feb-13 Dec-12 Jan-15 Dec-14 Oct-14 Nov-14 Sep-14 Jul-14 Aug-14 Jun-14 Apr-14 May-14 Mar-14 Jan-14 Feb-14 Dec-13 Oct-13 Nov-13 Sep-13 Jul-13 Aug-13 Jun-13 Apr-13 May-13 Mar-13 Jan-13 Feb-13 Dec-12 0.5x -0.5x Nov-13 Stock Price ($) $3.00 BUY | PT: $4.30 Company Description 2.5 Key Financial Metrics Financial Summary Consolidated 2013 Q114 Q214 Q314 Q414E 2014E 2015E 2016E 2017E 2018E Revenue Growth y/y Cons. Cons. 3 Mts. Ago 12.5 (5.5%) NA NA 5.0 95.7% 3.5 3.5 4.7 106.7% 4.1 4.1 5.1 32.2% 5.0 5.0 5.3 36.9% 5.1 5.2 20.1 60.1% 20.0 19.9 22.9 14.0% 24.9 26.1 33.2 44.9% 34.2 36.0 42.4 27.7% 43.4 45.9 47.4 11.9% 49.2 50.2 EBITDA Growth y/y Margin Flow-Through Cons. Cons. 3 Mts. Ago (3.0) 295.8% (23.6%) 302.6% NA NA 1.3 (154.0%) 26.2% 153.0% (0.2) (0.2) 0.6 (140.7%) 12.8% 85.6% 0.1 0.1 0.7 99.3% 14.2% 29.0% 0.4 0.4 0.3 (51.4%) 5.2% (20.5%) 0.5 0.4 2.9 (198.2%) 14.5% 77.8% 3.0 2.9 3.5 22.1% 15.5% 22.8% 4.9 5.4 9.6 171.3% 29.0% 59.0% 9.3 9.8 14.7 52.9% 34.7% 55.4% 14.7 16.9 17.0 15.3% 35.8% 44.8% 17.0 16.7 EPS Growth y/y Cons. Cons. 3 Mts. Ago Cash Net Debt FCF ($0.37) 94.3% NA NA $0.05 (122.4%) ($0.04) ($0.04) $0.00 (103.0%) ($0.13) ($0.13) $0.01 (145.1%) $0.01 $0.01 $0.01 (31.3%) $0.02 $0.01 $0.07 (117.9%) $0.08 $0.09 $0.09 32.5% $0.13 $0.16 $0.31 250.7% $0.29 $0.34 $0.50 59.3% $0.50 $0.70 $0.51 3.2% $0.51 $0.61 7.4 (5.0) (3.5) 7.0 (5.5) 1.2 14.4 (14.4) 0.3 15.8 (15.8) 0.5 18.8 (18.8) 0.3 18.8 (18.8) 2.4 23.1 (23.1) 2.7 32.1 (32.1) 7.9 44.6 (44.6) 12.3 58.5 (58.5) 12.7 7.0 (6.7%) 56.0% 1.3 (40.2%) 10.5% 4.2 18.6% 33.5% 3.4 146.7% 68.9% 0.4 45.4% 7.2% 1.2 31.2% 23.9% 1.1 16.8% 23.5% 2.4 846.5% 51.2% 1.2 10.8% 25.3% 1.3 (41.7%) 25.5% 2.6 427.5% 50.6% 1.2 7.2% 24.0% 1.6 (36.4%) 29.6% 2.5 651.2% 46.2% 1.3 18.9% 24.3% 7.4 5.3% 36.9% 7.8 492.5% 38.8% 4.9 16.3% 24.3% 12.7 71.6% 55.5% 4.6 (40.9%) 20.1% 5.6 14.2% 24.4% 19.4 52.5% 58.4% 6.8 47.6% 20.5% 7.0 25.5% 21.1% 26.0 34.4% 61.5% 7.0 2.9% 16.5% 9.3 33.2% 22.0% 29.2 11.9% 61.5% 5.7 (18.6%) 12.0% 12.5 34.4% 26.5% Key Statistics Value 52-Week High 52-Week Low Avg Vol (3-Mo) Shares Outstanding Market Cap Net Debt Enterprise Value Div Yield FYE Employees $3.23 $0.87 NA 24 37 -16 22 0.0% Dec 31 91 Top Inst. Ownership 111% (43%) M Shares ∆ 6 Mnths % Held 3.44 2.37 2.35 1.27 0.97 0.66 0.65 0.43 0.30 0.13 0.21 0.00 0.66 NA 0.00 0.00 NA 0.00 0.00 0.00 14.1% 9.7% 9.6% 5.2% 3.9% 2.7% 2.7% 1.8% 1.2% 0.5% F2014E F2015E F2016E 20.1 2.9 (0.8) (0.2) 2.5 22.9 3.5 (0.7) (0.7) 4.1 18.00% 7.50x 33.2 9.6 (0.7) (1.0) 8.9 Current 1-Yr TGT 48.7 103.2 $3.70 57.5 118.4 $4.34 JLA Ventures Covington Capital Acuity Inv Mgmt AGF Management Penderfund Cap Mgmt Sprott AM IG Investment Mgmt 1832 AM Stonecastle IM Blumont Capital Operating/Segmented Summary Software & Licensing Revenue Growth y/y % of Total Professional Services Revenue Growth y/y % of Total Support & Maintenance Revenue Growth y/y % of Total Valuation Revenue EBITDA Depreciation Capex Discretionary CF Discount Rate Terminal EBITDA Multiple Terminal Value PV Equity Value DCF Value Comparables Comparables and Peer Analysis Espial SeaChange International Alticast TiVo Rovi Opera Software Peer Average Comparables Multiples Analysis Espial SeaChange International Alticast TiVo Rovi Opera Software Peer Average Price Target Div Yield Return $1.53 $6.53 $10.03 $10.58 $23.29 $12.78 $4.30 $10.50 $15.90 $16.32 $25.60 $14.98 0.2% 0.0% 181.0% 60.8% 58.5% 54.3% 9.9% 17.5% 40.2% Enterprise FCF Yield Return Revenue EBITDA EPS 1 Week 1 Month 3 Month YTD 1 Year F2014E F2015E F2014E F2015E F2014E F2015E (7.8%) 5.3% 8.3% (4.7%) 5.5% (3.0%) 2.3% 4.1% 8.7% 9.3% (12.1%) 10.8% 7.6% 4.9% (12.1%) (8.8%) (0.2%) (14.4%) 24.5% 4.3% 1.1% (10.5%) 2.4% 10.3% (10.6%) 3.1% 0.1% 1.0% 53.0% (45.5%) 11.7% (17.6%) 5.7% (14.4%) (12.0%) 20.1 146 71 406 540 438 22.9 116 77 350 552 640 2.9 8 NA 38 230 107 3.5 -10 NA 108 226 166 $0.07 -$0.02 $0.71 $0.13 $1.71 $0.37 $0.09 -$0.40 $0.90 $0.23 $1.76 $0.68 EV/EBITDA EV/EBITDA - Target P/E P/CFPS Value F2014E F2015E C2014 C2015E C2016E C2015E C2016E C2017E C2014 C2015E C2016E C2014 C2015E C2016E 22 115 166 592 2,931 13,960 6.2% 2.4% NA 33.3% 8.1% (8.6%) 8.8% 6.4% (8.5%) NA 1.6% 7.9% 4.4% 1.3% 7.0x NM NA 7.8x 12.0x 15.6x 11.8x 5.5x NA NA 6.4x NA 10.5x 8.4x 1.1x NA NA 4.7x NA 7.8x 6.2x 27.3x NA NA 11.1x NA 12.4x 11.7x 9.1x NA NA 8.1x NA 9.2x 8.7x 5.1x NA NA 6.9x NA NA 6.9x 22.8x NM 14.1x 47.1x 13.6x 34.8x 27.4x 17.2x NM NA 25.9x 13.2x 18.9x 19.3x 4.9x NA NA 16.2x 9.8x 14.0x 13.3x 15.0x NA NA 17.2x 13.0x 1.4x 10.5x 12.5x 3.3x NA 10.5x 12.8x 2.0x 7.2x 4.8x NA NA 17.8x NA 1.8x 9.8x Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ Rob Goff, CFA | 416.933.3351 | [email protected] Page 24 of 43 ESP-TSX | 14 January 2015 Annual Forecasts We are not fine tuning our forecasts with the announced contract win. With the lumpy nature of contract wins we continue to describe our forecasts as directional rather than precise. Core Assumptions: Smart TVs – We have Smart TV revenues estimated at roughly $1.5M in 2015 advancing to $2.5M in 2020. The mid-year 2014 broadening of products with SHARP (6573:TSE, NR) together with overall market growth would suggest that our forecasts are conservative. Industry forecasts have Smart TV shipments advancing 15-17% CAGR 2014-2020 from the roughly 110M units expected to ship this year. MSO wins – We expect the just announced win plus the ongoing POC trial plus potential wins from the 6+ MSOs where there are advanced discussions to add 3.3M (vs. 3.5M previously estimated) new subscribers in 2015. We see the next year’s customer engagements (POCs, commercial trails, and deployments) resulting in 4M new users added in 2016 with the momentum tapering in 2017/18 with 3.2/2.8M new additions. With 2.0/1.9M added in 2019/2020, Espial is forecast to realize 17.2M cumulative wins over the five-year period. We raised our cumulative subscriber add from our previous estimates of 13.1M in 20152020, as the momentum of customer engagements strengthened in Q314 (one new POC trial won in the quarter). For perspective, the top 15 North American CATV MSOs represent roughly 100M subscribers. Espial is targeting a much larger international market including satellite providers and wireline telecom providers. Please refer to Appendix 1 for further details. Exhibit 2 - Annual Estimates and Forecasts 2013 2014E 2015E 2016E All figures in $000 CAD, unless otherwise indicated Consolidated Act Est Est Est Revenue 12,549 20,089 22,900 33,192 -5.5% 60.1% 14.0% 44.9% Growth 0 20,017 24,931 34,244 Cons. Est Deferred Revenue 4,053 2,702 6,092 7,505 205.3% -33.3% 125.4% 23.2% Growth 10,250 14,797 17,021 24,526 Gross Profit 81.7% 73.7% 74.3% 73.9% Margin -2,960 2,907 3,548 9,625 EBITDA NM 14.5% 15.5% 29.0% Margin NM NM 22.1% 171.3% Growth NM NM 22.8% 59.0% Flow-Through 0 3,022 4,870 9,268 Cons. Est ($0.37) $0.06 $0.08 $0.27 EPS (FD) $0.00 $0.08 $0.13 $0.29 Cons. Est 35 194 687 996 Capex (Incl. Intangibles) 0.3% 1.0% 3.0% 3.0% Intensity 0 203 247 346 Cons. Est -3,500 2,419 2,724 7,919 FCF ($0.24) $0.09 $0.10 $0.28 FCF per share (FD) Segmented Software & Licensing Revenue 7,031 7,405 12,708 19,382 Growth y/y -7% 5% 72% 53% % of Total 56.0% 36.9% 55.5% 58.4% Professional Services Revenue 1,316 7,796 4,608 6,800 Growth y/y -40% 493% -41% 48% % of Total 10.5% 38.8% 20.1% 20.5% Support & maintenance revenue 4,202 4,888 5,584 7,011 Growth y/y 19% 16% 14% 26% % of Total 33% 24% 24% 21% 2017E 2018E 2019E Est 42,386 27.7% 43,378 7,868 4.8% 30,874 72.8% 14,717 34.7% 52.9% 55.4% 14,700 $0.44 $0.50 1,272 3.0% 844 12,286 $0.44 Est 47,411 11.9% 49,216 9,074 15.3% 34,238 72.2% 16,967 35.8% 15.3% 44.8% 17,000 $0.45 $0.51 1,422 3.0% 889 12,666 $0.45 Est 51,185 8.0% 54,511 10,034 10.6% 36,415 71.1% 18,096 35.4% 6.7% 29.9% 18,096 $0.44 $0.00 1,536 3.0% 981 12,535 $0.45 2020E 2015-20 Comments CAGR Est Est. 52,937 18.2% 3.4% Expecting 2015/16 subs to hit 3.3M/4.0M before 58,861 trending lower. 11,711 14.0% 16.7% 37,154 16.9% Expecting margin of 73.7% in 2014 trending towards 70.2% 70.2% in 2020. 17,673 37.9% 33.4% EBITDA positive throughout 2014 with margins at -2.3% -24.2% 14.5%, peaking in 2018 at 35.8% then lower software 17,673 & licensing within mix pulling down to 33.4% in 2020. $0.43 $0.00 1,588 3.0% Minimal capex software business. 1,036 12,253 35.1% Cumulative 2015-2020 FCF at $60.4M or $2.16 per $0.44 share. 26,049 34% 61.5% 7,000 3% 16.5% 9,336 33% 22% 29,162 12% 61.5% 5,700 -19% 12.0% 12,549 34% 26% 30,318 4% 59.2% 4,800 -16% 9.4% 16,068 28% 31% 29,315 -3% 55.4% 4,000 -17% 7.6% 19,622 22% 37% 18.2% -2.8% Highest margin segment at 80%+ driven by upfront payments for new TV subscribers and Smart TV shipments. Professional services used during lead up to contract deployments. Target margins ~ 40%. 28.6% Support & maintenance revenues represent ongoing annual payments for deployed subscribers. Target margins 50%+. Capital IQ, Company Filings, Euro Pacific Canada estimates. Rob Goff, CFA | 416.933.3351 | [email protected] Page 25 of 43 ESP-TSX | 14 January 2015 Espial Group, Inc. - Valuation Analysis 19.00% $4.48 $4.35 $4.22 $4.08 $3.95 20.00% $4.36 $4.23 $4.10 $3.97 $3.84 Historical Indexed EV/SALES Espial SeaChange Int. TiVo Jul-14 Sep-14 Nov-14 Jan-15 Sep-14 Nov-14 Jan-15 May-14 Jul-14 Jan-14 Mar-14 Nov-13 Jul-13 Sep-13 May-13 Jan-13 Mar-13 Nov-12 4.0x 2.0x (2.0x) (4.0x) Historical Indexed Price Movements Espial SeaChange Int. TiVo Mar-14 May-14 Jan-14 Nov-13 Sep-13 Jul-13 Mar-13 May-13 Jan-13 400% 200% 0% -200% Sep-12 Current Target C2014 C2015E C2016E C2015E C2016E EV/EBITDA - Espial 7.0x 5.5x 1.1x 27.3x 9.1x SeaChange Int. NM NA NA NA NA TiVo 7.8x 6.4x 4.7x 11.1x 8.1x Rovi 12.0x NA NA NA NA P/S - Espial 1.0x 0.9x 0.3x 5.2x 3.6x SeaChange Int. NA NA NA NA NA TiVo 2.3x 2.0x 1.9x 4.2x 3.9x Rovi 5.1x NA NA 4.1x 3.5x P/CFPS - Espial 15.0x 12.5x 4.8x 35.2x 13.5x FCF Yield - Espial 6.2% 6.4% 18.5% 2.3% 6.6% SeaChange Int. -7.6% NA NA NA NA TiVo 4.3% 3.5% 7.5% 2.3% 4.9% Rovi 8.1% 7.9% 9.9% 7.2% 9.0% *Non-coverage names reflect consensus Source: Euro Pacific Canada, Company Reports and Filings, Capital IQ Terminal EBITDA Multiple Nov-12 Multiples 0 8.5x 8.0x 7.5x 7.0x 6.5x Jul-12 1 Year 53.0% (45.5%) (17.6%) 5.7% 8.3% 14.2% DCF Sensitivity Discount Rate 16.00% 17.00% 18.00% $4.90 $4.75 $4.62 $4.75 $4.61 $4.48 $4.59 $4.46 $4.34 $4.44 $4.31 $4.19 $4.29 $4.17 $4.05 Sep-12 YTD (10.5%) 2.4% (10.6%) 3.1% 4.2% 9.0% ● For perspective, a 1% change in the discount rate adds $0.13/share, or 2.9%, to our valuation while a 0.5x increase in the terminal multiple adds $0.14/share, or 3.3%, to the valuation May-12 3 Mths (12.1%) (8.8%) (14.4%) 24.5% 22.8% 1.9% ● The DCF produces a current/target valuation of $3.70/$4.34, from which we derive our $4.30 target Jul-12 1 Mth 4.1% 8.7% (12.1%) 10.8% 13.6% 7.4% ● Our DCF valuation is driven by an 18.0% discount rate and 7.50x terminal EBITDA multiple $0.13 2.9% $0.14 3.3% Mar-12 1Wk (7.8%) 5.3% (4.7%) 5.5% (2.5%) 6.4% 18.0% $∆ from 1% ∆ in Disc Rate 7.50x 10.73x $∆ from 0.5x ∆ in Term Mult 62.5% 6.1% Current 1-Yr TGT 2-Yr TGT 87.4 96.4 105.8 15.8 22.0 29.8 103.2 118.4 135.6 27.9 27.3 27.9 $3.70 $4.34 $4.86 $1.52 $4.30 $4.70 58.9% 0.8% 3.3% ● We prefer DCF valuations for our new media space over relative valuations, which leave investors exposed to group revaluations 2019E 13-18 CAGR 51.2 30.5% 18.1 -241.8% 6.7% (1.1) (1.5) Avg. 3.0% 2.2% (4.4) 13.3 May-12 Recent Performance Espial SeaChange Int. TiVo Rovi Opera Alticast 2018E 47.4 17.0 15.3% (1.0) (1.4) 3.0% (3.1) 13.6 Jan-12 Enterprise Value Net Debt Total Equity Value Shares Outstanding DCF Value per Share ($) Current, Target Share Price ($) Discount % to DCF Value 2017E 42.4 14.7 52.9% (0.8) (1.3) 3.0% (1.4) 12.4 Mar-12 Discount Rate % Terminal EBITDA Multiple Terminal FCF Multiple Terminal Value as % of Equity Value Implied Perpetual Growth Rate of FCF 2016E 33.2 9.6 171.3% (0.7) (1.0) 3.0% (0.8) 8.9 Jan-12 All figures in $M CAD, unless otherwise indicated DCF 2013 2014E 2015E Revenue 12.5 20.1 22.9 Adj. EBITDA (3.0) 2.9 3.5 Growth % 295.8% -198.2% 22.1% D&A (1.3) (0.8) (0.7) Capex (0.0) (0.2) (0.7) Intensity % 0.3% 1.0% 3.0% Cash Taxes (0.3) (0.1) (0.2) Unlevered FCF (1.1) 2.5 4.1 Rob Goff, CFA | 416.933.3351 | [email protected] Page 26 of 43 ESP-TSX | 14 January 2015 Appendix 1 Market Size Espial’s addressable market consists of all Pay TV service operators that will be deploying next generation IPTV services to their customer base. This includes service providers that currently do not provide IPTV service as well as those that do, but were early adopters and will eventually want to augment their service by taking advantage of new technologies such as RDK-based set-top boxes. We focus mostly on the segment of service providers that will still need to transition to IPTV, as they are the most likely near-term clients for Espial. This group is most typically the legacy cable providers as the legacy telephone providers have already introduced video on IP platforms. Research and Markets estimates that over a sample of 97 countries, the number of homes paying for IPTV service will grow to approximately 167M by the end of 2018, up from approximately 69M at the end of 2012. This suggests that IPTV penetration will surpass the 10% milestone at that point, double the 2012 penetration level and be up from the 1% level seen in 2008. Over the same period, revenue generated from IPTV services is expected to grow to over $21B by 2018 from $12B in 2012 and under $3B in 2008. Below, we list a sample of some of the leading international TV service providers along with subscriber numbers, giving an idea of the potential market size. Exhibit 3 – Sampling of International Pay TV Service Providers Canada/US Country Subscribers (K) As of date Comcast USA 21,690 31-Dec-13 DirecTV USA 20,253 31-Dec-13 DISH Network USA 14,057 31-Dec-13 Time Warner Cable USA 11,197 31-Dec-13 AT&T U-verse USA 5,442 31-Dec-13 Verizon FiOS USA 5,262 31-Dec-13 Cox Communications USA 4,540 31-Dec-12 Charter Communications USA 4,177 31-Dec-13 Cablevision USA 2,813 31-Dec-13 Bright House Networks USA 2,013 31-Dec-12 Suddenlink Communications USA 1,177 31-Dec-13 Mediacom USA 945 31-Dec-13 Coverage Universe BCE Canada 2,278 31-Dec-13 Rogers Canada 2,127 31-Dec-13 Shaw Canada 2,229 30-Nov-13 Quebecor Canada 1,822 31-Dec-13 Cogeco - Canada Canada 828 30-Nov-13 Cogeco - US USA 230 30-Nov-13 TELUS Canada 815 31-Dec-13 International Liberty Global Jiangsu Broadcasting Cable Information Network China Telecom Shangdong BCTV Network Dish TV Sichuan Cable TV Network Guangdong Broadcast & TV Network Hangzhou WASU Digital TV Media Group DEN Networks SITI Cable BSkyB Tata Sky Tricolor Kabel Deutschland Rostelecom Net Servicos Orange Sky Brasil Sky Italia Sky Mexico Country Subscribers (K) Multiple 21,800 China 20,900 China 19,404 China 17,479 India 14,700 China 14,628 China 13,325 China 12,959 India 11,220 India 10,500 UK 10,536 India 10,236 Russia 8,790 Germany 8,141 Russia 6,600 Brazil 5,380 France 5,067 Brazil 5,039 Italy 4,836 Mexico 4,813 As of date 31-Dec-13 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-13 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 31-Dec-12 Source: Euro Pacific Canada, Individual Company Reports and Filings, NCTA, SNL Kagan Exhibit 4 – Sampling of European Pay TV Service Providers MSO Name Kabel Deutschland Virgin Media* Numericable Ziggo Telenet* Kabel BW ONO Com Hem Cablecom* Tele Columbus NOS Belgacom Group YouSee A/S (TDC) Voo Canal Digital Vectra S.A Get Country of Origin Germany UK France Netherlands Belgium Germany Spain Sweden Switzerland Germany Portugal Belgium Denmark Belgium Norway Poland Norway Subsicribers (M) 8.9 4.7 3.5 3 2.3 2.3 1.8 1.8 1.7 1.7 1.6 1.4 1.2 1 0.9 0.7 0.5 * owned by Liberty Global Source: Euro Pacific Canada, Individual Company Reports and Filings, NCTA, SNL Kagan Rob Goff, CFA | 416.933.3351 | [email protected] Page 27 of 43 ESP-TSX | 14 January 2015 Appendix 2 (taken from our April 25, 2014 initiation) Economics of a Deal: Case Study of Q413 North American Tier 1 Operator Signing In Q413, Espial reported that it had signed an agreement with a North American Tier 1 cable operator having a subscriber base of approximately 2-3M homes, which we will use to illustrate the typical economics of an agreement signed with a TV service operator. While we maintain our rating and lower our PT on Espial given baseline estimates, this discussion is well-suited to presenting the optionality associated with contract wins for Espial. We will also use this discussion as a means to describe the flow of a contract through Espial’s various reported segments. We preface this discussion with the caveat that each agreement is different and most aspects of a contract are up for negotiation. A typical agreement with a service operator can be broken down into primarily two guaranteed revenue streams and a third likely, but optional, revenue stream. We discuss the individual streams in further detail below but provide a high-level description and potential for each stream here. The first stream represents an upfront payment per subscriber added, with potential total revenue in this example of approximately $20M. The second stream is the recurring revenue stream, which can produce annual revenue of approximately $3M in our example once the entire subscriber base has been migrated. The third revenue stream is optional, but highly likely, and relates to integration and set-up fees, representing approximately $2-3M in our example, to be earned in the timeframe leading up to deployment. The first guaranteed revenue stream is in the form of an upfront payment for every subscriber that upgrades to the new platform. This upfront payment is approximately $10/subscriber, having the potential to add $20M+ in revenue over three to five years for the Tier 1 signing we are considering. This revenue flows through the Software and Licensing revenue segment for the Company and typically carries 90% gross margins. A typical deployment will see this revenue start to deliver approximately 12 months after the deal is signed. Although customer migration patterns are out of Espial’s control, agreements generally include a minimal customer adoption rate within the first year of deployment. In the past, service providers have typically rolled out next generation hardware over 5+ years, often letting subscribers naturally migrate to a new platform. Although there are many reasons for this, one significant business reason was that such hardware was priced at the $300-500 per device range. Aggressively migrating an entire subscriber base to such a platform would have prohibitive upfront costs for the service provider, which needs to partially subsidize the migration. It is generally accepted that the next generation IPTV hardware will be a fraction of the cost of previous hardware, in the $100 range, with prices continuing to decrease in the coming years with circa $20 levels discussed. This, along with the vastly improved customer experience, is expected to accelerate customer migration to the new IPTV platform, with timelines ranging from the three to five years often cited. We note that Danish triple-play provider Waoo! (Private, 250K homes served) was the first provider to integrate the Netflix (NFLX-US, NR) app onto its set-top box platform. The new generation box has penetrated 20% of its user base since it launched last fall. The Waoo! CTO, Mr. Lobel, estimates the box penetration would have been closer to 10-12% without the pull-through impact of Netflix via Waoo! The second guaranteed revenue stream for Espial after signing an agreement is a recurring revenue stream. This revenue comes in the form of an annual payment by the service provider for each subscriber that is using the solution. Although the annual rate varies, it is generally in the range of 15-18% of the upfront subscriber payment. In our case study, a 15% recurring revenue rate would see the Tier 1 operator pay Espial approximately $1.50/subscriber/year. This revenue stream grows as subscribers migrate to the new service and for a 2M subscriber base will reach $3M/year once fully migrated. This revenue flows through the Maintenance and Support segment, typically carrying 60% gross margins. The third revenue stream flows through as Professional Services that are performed on behalf of the client and are accompanied by approximately 50% gross margins. Examples of such services may include backend integrations or customizations that may be needed to adapt the look and feel of the UI to the client’s requests. Such services are usually performed over three to four quarters, once the contract is signed, but prior to deployment. In a typical contract, such as with the Tier 1 service operator, Professional Services revenue can reasonably be in the $2-3M range. It is important to note that much of the Professional Rob Goff, CFA | 416.933.3351 | [email protected] Page 28 of 43 ESP-TSX | 14 January 2015 Services work is contracted to third parties, allowing Espial to maintain a lean business and avoid taking excessive risk with respect to the lumpiness of this segment. There is the possibility for margins to come under slight pressure if many contracts were to be signed at once and the Professional Services segment saw a large spike in a short period of time. However, we are confident in the Company’s ability to manage such a situation and the ensuing business that would be generated from such contracts would far outweigh any short-term margin pressure. The final element that warrants discussion is the Deferred Revenue line item on Espial’s balance sheet, which is a leading indicator for the Company’s future revenue. As contracts are signed and part of the revenue is prepaid, Espial records a liability as Deferred Revenue, which is then drawn against as services are rendered to the customer, typically over the coming two or three quarters. Although it provides a small window into future revenue generation, only a portion of a contract flows through as Deferred Revenue given the uncertainty associated with deployment speed and adoption rates. At the end of Q114, Espial’s Deferred Revenue balance was $3.9M, which we expect to deplete over a 9-12 month period. We estimate that $2M of the balance is from MSO signings that we expect to be converted into earned revenue over approximately three quarters with the remaining $2M being due to prepaid maintenance and support. Valuation Impact of the North American Tier 1 Operator Signing At this point, based on the abovementioned discussion, we can generate a sample valuation impact from the contract. We highlight our conservative approach in omitting any potential impact from the optional Professional Services revenue likely associated with a contract. In our case study, this upfront set-up payment is estimated at roughly $2-3M with an EBITDA contribution of $1-1.5M or $0.05/shr. Furthermore, we note that the discount rate associated with the sample valuation is rather conservative given that the contract has already been signed and the counterparty is an established service operator that is highly unlikely to default on payment. We see from the sample valuation that contract wins provide significant upside to Espial shares. Exhibit 5 – Sample Contract Valuation Subscribers (M) Upfront Payment ($/sub) Recurring Payment (%) Recurring Payment ($/sub/year) Gross Margin - S & L Gross Margin - M & S EBITDA Margin - S & L EBITDA Margin - M & S Discount Rate 2 $10.00 15% $1.50 90% 60% 70% 40% 10% Revenue Incremental Adoption Rate Total Subscribers Incremental Subscribers Software & Licensing Revenue Maintenance & Support Revenue Total Revenue Perpetual Revenue 5.0 Year 2 30% 1.1 0.6 6.0 0.8 6.8 Year 3 30% 1.7 0.6 6.0 1.7 7.7 Year 4 10% 1.9 0.2 2.0 2.6 4.6 Year 5 5% 2 0.1 1.0 2.9 3.9 Year 6 0% 2 0 0.0 3.0 3.0 Total 100% 2.0 2.0 20.0 10.8 30.8 3.0 Gross Profit - S & L Gross Profit - M & S Total Gross Profit Perpetual Gross Profit 4.5 0.0 4.5 5.4 0.5 5.9 5.4 1.0 6.4 1.8 1.5 3.3 0.9 1.7 2.6 0.0 1.8 1.8 18.0 6.5 24.5 1.8 EBITDA/FCF - S & L EBITDA/FCF - M & S Total EBITDA/FCF Perpetual EBITDA/FCF 3.5 0.0 3.5 4.2 0.3 4.5 4.2 0.7 4.9 1.4 1.0 2.4 0.7 1.1 1.8 0.0 1.2 1.2 14.0 4.3 18.3 1.2 PV FCF PV Perpetual FCF Total PV of Contract 3.2 3.7 3.7 1.7 1.1 0.7 14.0 6.8 20.8 Shares Outstanding Per Share Impact of Contract Year 1 25% 0.5 0.5 5.0 19.8 $1.05 Source: Euro Pacific Canada, Company Reports and Filings Rob Goff, CFA | 416.933.3351 | [email protected] Page 29 of 43 ESP-TSX | 14 January 2015 We felt that given the negotiation process and wide variety of terms that can be agreed upon, it was relevant to include a sensitivity analysis weighing the impact of the upfront payment, recurring revenue percentage, and discount rate. Exhibit 6 – Contract Valuation Sensitivity Analysis $1.50 14% Recurring 15% Revenue 16% % 17% 18% $4.00 $0.58 $0.60 $0.62 $0.65 $0.67 Cost Per Activation $6.00 $8.00 $10.00 $0.86 $1.15 $1.44 $0.90 $1.20 $1.50 $0.93 $1.25 $1.56 $0.97 $1.29 $1.62 $1.00 $1.34 $1.67 Discount Rate: 6.0% $12.00 $1.73 $1.80 $1.87 $1.94 $2.01 $1.22 14% Recurring 15% Revenue 16% % 17% 18% $4.00 $0.47 $0.49 $0.51 $0.52 $0.54 Cost Per Activation $6.00 $8.00 $10.00 $0.71 $0.95 $1.18 $0.73 $0.98 $1.22 $0.76 $1.01 $1.27 $0.78 $1.05 $1.31 $0.81 $1.08 $1.35 Discount Rate: 8.0% $12.00 $1.42 $1.47 $1.52 $1.57 $1.62 $1.05 14% Recurring 15% Revenue 16% % 17% 18% $4.00 $0.41 $0.42 $0.43 $0.45 $0.46 Cost Per Activation $6.00 $8.00 $10.00 $0.61 $0.82 $1.02 $0.63 $0.84 $1.05 $0.65 $0.87 $1.08 $0.67 $0.89 $1.12 $0.69 $0.92 $1.15 Discount Rate: 10.0% $12.00 $1.22 $1.26 $1.30 $1.34 $1.38 $0.99 14% Recurring 15% Revenue 16% % 17% 18% $4.00 $0.39 $0.40 $0.41 $0.42 $0.43 Cost Per Activation $6.00 $8.00 $10.00 $0.58 $0.77 $0.96 $0.60 $0.80 $0.99 $0.61 $0.82 $1.02 $0.63 $0.84 $1.05 $0.65 $0.87 $1.08 Discount Rate: 12.0% $12.00 $1.16 $1.19 $1.23 $1.27 $1.30 Source: Euro Pacific Canada, Company Reports and Filings Please see company disclosures on page 41. Rob Goff, CFA | 416.933.3351 | [email protected] Page 30 of 43 Precious Metals 12 January 2015 PRB-TSXV: $3.32 Probe Mines Limited With Borden Consolidated, a Busy Winter Ahead Event: We are maintaining our Speculative Buy rating and Top Pick status on Probe Mines Limited. The Company is in the midst of a very aggressive multi-front winter drill campaign at the Borden Gold project, which we expect to deliver positive results, especially in the case of the recently acquired Wedge Area. H214 Performance (+10%): We introduced Probe as our H214 Top Pick on July 14, 2014. During H214, PRB shares turned in a gain of 10%, compared with a 9% decline in the Comex Gold Futures and a 37% drop in a basket of peers represented by the Global X Gold Explorers ETF and 31% decline in the BMO Jr. Gold Producers ETF (Exhibit 1).So far this year, Probe shares are up another 11%. Key Developments: The most significant recent development for Probe was the Company’s acquisition of Boises Landrienne Inc. in mid-December 2014, which gave the Company 100% ownership of mineral rights to 486 patented claims in and around the Borden Gold deposit - Report. Importantly, the claims include those within the High-Grade Zone (HGZ), referred to as the Wedge Area, plus a large package connecting the Borden Gold project and the East Limb project ~22km to the east (Exhibits2 & 3). The acquisition gives Probe 100% ownership of the mineral rights over the entire 70km-long Borden Gold Belt. Spec Buy Rating $3.75 Target Price Projected Return: 13.0% Valuation: DCF (5% discount) Market Data Market Capitalization ($M) Net Debt ($M) Cash & Equivalents ($M) Debt ($M) Enterprise Value ($M) Basic Shares O/S (M) Fully Diluted Shares O/S (M) Avg. Daily Volume (k) 52 Week Range Key Asset Borden Gold Project In-Pit High Grade Core (June 2014) Cutoff (g/t) Tonnes (M) Gold (g/t) Gold (koz) Indicated 1.0 27.9 1.5 1,349 Inferred 1.0 0.06 1.4 2 Valuation Discount 5.0% Borden Gold Project Busy Winter at Borden Gold Project: Probe is currently drilling the newly acquired Wedge Area to test for continuity of the HGZ between sections 1,300mSE and 1,500mSE. Plans call for12 to 15 holes totalling 5,000-6,000m. We estimate the area could contain ~300,000oz of gold.Meanwhile, the Company also plans to have 12-14 drill rigs sink some 70 holes (~40,000m) in an infill and expansion drill program southeast along the HGZ from the ice on Borden Lake. Commencement of that drilling awaits the formation of sufficient ice thickness (at the time of writing ~20” — 42-44” is required).The $7M drilling program should begin in late January. Longerterm, Probe also plans drilling from land on the southeast side of Borden Lake following the ice-based drilling campaign in Q215. Regional exploration including drilling on the adjoining East Limb project will also begin in Q215. Well Funded: Importantly, as something of an anomaly among many of its exploration/development peers, Probe remains well funded for its near-term goals, with cash of ~$15M. Additionally, the Company expects to receive a $4M production milestone payment from Agnico Eagle Mines (AEM:TSX, NR) in Q215. The payment is the last under the previous Goldex Mine royalty sale. Also, some 5.6M warrants expiring in May 2015 are well in-the-money at $2.10/shr, representing a potential equity capital inflow of another $11.8M.Under the recent acquisition, Probe also entered into a $10M credit agreement with RBC. Potential Share Price Catalysts: Results from Wedge Area Drilling — Q115; Results from Ice-based HGZ Drilling — Q115; Updated Resource Estimate — H115; Preliminary Economic Assessment — H115; and Results from Regional Exploration — H115. Valuation: We are reiterating our Speculative Buy recommendation and $3.75/shr price target. Exploration success on each front could prove our target conservative. 303.2 na 15.0 0.0 288.2 91.3 104.5 96.0 $1.96 - $3.95 Black Creek Chromite In Situ Unadjusted NAV Corporate Adjustments Cash & Equivalents (Current) Options & Warrants (Apr 30/14) Proceeds from Equity Financing Adjusted NAV P/Adjusted NAV $ (M) 465 $/shr 3.24 10 475 (92) 15 26 110 533 0.07 3.31 (0.64) 0.10 0.18 0.76 3.72 0.89x Risks Events/Catalysts Metallurgical Risk Financing Risk Commodity Price Risk PEA - H214 Infill Drill Results - Q314 Company Description Probe Mines Limited acquires, explores, and develops mineral property interests located in Ontario, Canada. It explores for chromite, nickel, copper, volcanogenic massive sulphide, gold, and vanadium resources. The company’s principal project is the Borden Lake gold project located near the town of Chapleau in Northeastern Ontario. It also holds interests in properties located in the Bristol Township and James Bay Lowlands, Ontario. The company is headquartered in Toronto, Canada. 1.4 1.2 1.0 0.8 0.6 0.4 0.2 0.0 May-13 Aug-13 Nov-13 Volume Feb-14 $4.5 $4.0 $3.5 $3.0 $2.5 $2.0 $1.5 $1.0 $0.5 $0.0 May-14 Price Source: Capital IQ Ryan Walker, MSc | 416.479.8997 | [email protected] www.epccm.ca Page 31 of 43 PRB-TSXV |12 January 2014 Ryan Walker, MSc | 416.479.8997 | [email protected] Page 32 of 43 PRB-TSXV |12 January 2014 H214 Performance Exhibit 1 – Probe Mines H214 Relative Performance 20% 20% Global X Gold Explorers ETF COMEX Gold TSXV:PRB BMO Junior Gold Index ETF 10% 10% 0% 0% -10% -10% -20% -20% -30% -30% -40% -40% -50% 30-Jun-14 31-Jul-14 31-Aug-14 30-Sep-14 31-Oct-14 30-Nov-14 -50% 31-Dec-14 Top Te n G loba l X G old Explore rs ETF a s of Ja nua ry 2 , 2 0 15 - Paramount Gol d & Si l ver (8.41%), News tri ke Capi tal Inc. (7.75%), Guyana Gol dfi el ds Inc. (7.21%), Seabri dge Gol d Inc. (7.11%), Torex Gol d Res ources Ltd. (6.96%), Novagol d Res ources Inc. (6.93%), Preti um Res ources Inc. (6.38%), Exeter Res ource Corp. (6.13%), Kami nak Gol d Corp. (5.55%), and As anko Gol d Inc. (4.82%). Top BMO Jr. G old Inde x ETF Holdingsa a s of Ja nua ry 8 , 2 0 1 5 - Royal Gol d Inc (13.88%), Yamana Gol d Inc. (13.76%), Ki nros s Gol d (13.70%), New Gol d Inc. (8.45%), B2Gol d Corp (6.41%), Detour Gol d (5.36%), IAMGOLD (4.13%), Alamos Gol d Inc (3.65%), Torex Gol d Res ources (3.38%), AuRi co Gol d Inc. (3.37%). Source: CapitalIQ, Global X Funds, BMO Financial Group Exhibit 2 –The Newly Consolidated Borden Gold Trend (786km2) Source: Probe Mines Limited Ryan Walker, MSc | 416.479.8997 | [email protected] Page 33 of 43 PRB-TSXV |12 January 2014 Exhibit 3 –The Highly Prospective Wedge Area — Bounded by High-Grade Plan View Ind: 1.6Moz @ 5.39g/t Au Inf: 0.43Moz @ 4.37g/t Au Ind: 2.3Moz @ 1.03g/t Au Wedge Area Long Section Source: Probe Mines Limited, Euro Pacific Canada Annotations Ryan Walker, MSc | 416.479.8997 | [email protected] Page 34 of 43 PRB-TSXV |12 January 2014 Exhibit 4 –Valuation Summary Borden Gold Black Creek Chromite Exploration Upside Unadjusted NAV Corporate Adjustments Cash & Equivalents (Current) Options & Warrants (Apr 30/14) Proceeds from Equity Financing Adjusted NAV Discount $ Million $/Share 5.0% In Situ In Situ $465 $10 $0 $475 ($92) $15 $26 $110 $533 $3.24 $0.07 $0.00 $3.31 ($0.64) $0.10 $0.18 $0.76 $3.72 Project NAV Target Multiple Unadjusted Valuation Adjustments Total Valuation C$3.32 0.89x 12-Month Target Implied Return Current Share Price P/Adjusted NAV $/Share $3.31 1.00x $3.31 $0.41 $3.72 USD:CAD 1.00 C$3.75 13.0% Source: Euro Pacific Canada Exhibit 5 – Target Price Sensitivity Discount Rate (%) Long-Term Gold Price (US$/oz) 3.75 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 1,200 2.50 2.25 2.00 1.75 1.75 1.50 1.50 1.25 1.25 1,250 3.50 3.00 2.75 2.50 2.25 2.00 1.75 1.75 1.50 1,300 4.25 3.75 3.25 3.00 2.75 2.50 2.25 2.00 2.00 1,350 5.25 4.50 4.00 3.50 3.25 3.00 2.50 2.50 2.25 1,400 6.25 5.25 4.75 4.25 3.75 3.25 3.00 2.75 2.50 1,450 7.00 6.25 5.50 4.75 4.25 3.75 3.50 3.00 2.75 1,500 8.00 7.00 6.00 5.25 4.75 4.25 3.75 3.50 3.25 1,550 8.75 7.75 6.75 6.00 5.25 4.75 4.25 3.75 3.50 1,600 9.75 8.50 7.50 6.50 5.75 5.25 4.50 4.25 3.75 Source: Euro Pacific Canada Please see company disclosures on page 42. Ryan Walker, MSc | 416.479.8997 | [email protected] Page 35 of 43 Euro Pacific Canada Inc. Research Disclosures Analyst Certification Company: Neptune Technologies & Bioressources Ticker: NTB:TSX, NEPT:NASDAQ I, Douglas Loe, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. http://research.europac.ca/research/disclosures.php COMPANY SPECIFIC DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? NA, and, 2) What type of security is it? NA No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? Yes During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? Yes Has the Analyst had an onsite visit with the Issuer within the last 12 months? Yes Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No U.K. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. Toronto Montreal Vancouver 150 York Street, Suite 1100 1501 McGill College Avenue Suite 1450 900 West Hastings Street, Suite 710 Toronto, ON, M5H 3S5 Montréal, Québec H3A 3M8 Vancouver, BC, V6C 1E5 416-649-4273 | 888-216-9779 514-940-5096 | 888-216-9779 604-453-1382 | 888-216-9779 Page 36 of 43 Euro Pacific Canada Inc. Research Disclosures Analyst Certification Company: TSO3 Ticker: TOS:TSX I, Douglas Loe, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. http://research.europac.ca/research/disclosures.php COMPANY SPECIFIC DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? Long; and, 2) What type of security is it? Equity Yes Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? No During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? No Has the Analyst had an onsite visit with the Issuer within the last 12 months? No Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No U.K. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. Toronto Montreal Vancouver 150 York Street, Suite 1100 1501 McGill College Avenue Suite 1450 900 West Hastings Street, Suite 710 Toronto, ON, M5H 3S5 Montréal, Québec H3A 3M8 Vancouver, BC, V6C 1E5 416-649-4273 | 888-216-9779 514-940-5096 | 888-216-9779 604-453-1382 | 888-216-9779 Page 37 of 43 Euro Pacific Canada Inc. Research Disclosures Analyst Certification Company: FAM REIT Ticker: F.un-TSX I, Robert Sutherland, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. http://research.europac.ca/research/disclosures.php COMPANY SPECIFIC DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? NA; and, 2) What type of security is it? NA No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? Yes During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? Yes Has the Analyst had an onsite visit with the Issuer within the last 12 months? Yes Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No U.K. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. Toronto Montreal Vancouver 150 York Street, Suite 1100 1501 McGill College Avenue Suite 1450 900 West Hastings Street, Suite 710 Toronto, ON, M5H 3S5 Montréal, Québec H3A 3M8 Vancouver, BC, V6C 1E5 416-649-4273 | 888-216-9779 514-940-5096 | 888-216-9779 604-453-1382 | 888-216-9779 Page 38 of 43 Euro Pacific Canada Inc. Research Disclosures Analyst Certification Company: Wanted Technologies Inc. Ticker: WAN: TSXV I, ANDREJ KRNETA, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. http://research.europac.ca/research/disclosures.php COMPANY SPECIFIC DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? NA; and, 2) What type of security is it? NA No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? No During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? No Has the Analyst had an onsite visit with the Issuer within the last 12 months? No Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No U.K. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. Toronto Montreal Vancouver 150 York Street, Suite 1100 1501 McGill College Avenue Suite 1450 900 West Hastings Street, Suite 710 Toronto, ON, M5H 3S5 Montréal, Québec H3A 3M8 Vancouver, BC, V6C 1E5 416-649-4273 | 888-216-9779 514-940-5096 | 888-216-9779 604-453-1382 | 888-216-9779 Page 39 of 43 Euro Pacific Canada Inc. Research Disclosures Analyst Certification Company: Computer Modelling Group LTD. Ticker: CMG-TSX I, Amr Ezzat, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. Rating Definitions: http://research.europac.ca/research/disclosures.php COMPANY SPECIFIC DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? NA; and, 2) What type of security is it? NA No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? No During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? No Has the Analyst had an onsite visit with the Issuer within the last 12 months? No Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No U.K. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. Toronto Montreal Vancouver 150 York Street, Suite 1100 1501 McGill College Avenue Suite 1450 900 West Hastings Street – Suite 710 Toronto, ON, M5H 3S5 Montréal, Québec H3A 3M8 Vancouver BC V6C 1E5 416-649-4273 | 888-216-9779 514-940-5096 | 888-216-9779 604-453-1382 | 888-216-9779 Page 40 of 43 Euro Pacific Canada Inc. Research Disclosures Analyst Certification Company: DHX Media Ticker: DHX.B-TSX I, ROBERT GOFF, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. http://research.europac.ca/research/disclosures.php COMPANY SPECIFIC DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? NA; and, 2) What type of security is it? NA No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? Yes During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? Yes Has the Analyst had an onsite visit with the Issuer within the last 12 months? Yes Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No U.K. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. Toronto Montreal Vancouver 150 York Street, Suite 1100 1501 McGill College Avenue Suite 1450 900 West Hastings Street, Suite 710 Toronto, ON, M5H 3S5 Montréal, Québec H3A 3M8 Vancouver, BC, V6C 1E5 416-649-4273 | 888-216-9779 514-940-5096 | 888-216-9779 604-453-1382 | 888-216-9779 Page 41 of 43 Euro Pacific Canada Inc. Research Disclosures Analyst Certification Company: Espial Group Inc. Ticker: ESP:TSX I, ROBERT GOFF, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. I, ANDREJ KRNETA, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. http://research.europac.ca/research/disclosures.php COMPANY SPECIFIC DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? NA; and, 2) What type of security is it? NA No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? Yes During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? Yes Has the Analyst had an onsite visit with the Issuer within the last 12 months? Yes Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No U.K. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. Toronto Montreal Vancouver 150 York Street, Suite 1100 1501 McGill College Avenue Suite 1450 900 West Hastings Street, Suite 710 Toronto, ON, M5H 3S5 Montréal, Québec H3A 3M8 Vancouver, BC, V6C 1E5 416-649-4273 | 888-216-9779 514-940-5096 | 888-216-9779 604-453-1382 | 888-216-9779 Page 42 of 43 Euro Pacific Canada Inc. Research Disclosures Analyst Certification Company: Probe Mines. Ticker: TSXV-PRB I, RYAN WALKER, hereby certify that the views expressed in this report accurately reflect my personal views about the subject securities or issuers. I also certify that I have not, am not, and will not receive, directly or indirectly, compensation in exchange for expressing the specific recommendations or views in this report. http://europac.ca/research/disclosures.php COMPANY SPECIFIC DISCLOSURES Is this an issuer related or industry related publication? Issuer Does the Analyst or any member of the Analyst’s household have a financial interest in the securities of the subject issuer? If Yes: 1) Is it a long or short position? NA; and, 2) What type of security is it? NA No Does the Analyst or household member serve as a Director or Officer or Advisory Board Member of the issuer? No Does Euro Pacific Canada Inc. or the Analyst have any actual material conflicts of interest with the issuer? No Does Euro Pacific Canada Inc. and/or one or more entities affiliated with Euro Pacific Canada Inc. beneficially own common shares (or any other class of common equity securities) of this issuer which constitutes more than 1% of the presently issued and outstanding shares of the issuer? No During the last 12 months, has Euro Pacific Canada Inc. provided financial advice to and/or, either on its own or as a syndicate member, participated in a public offering, or private placement of securities of this issuer? No During the last 12 months, has Euro Pacific Canada Inc. received compensation for having provided investment banking or related services to this Issuer? No Has the Analyst had an onsite visit with the Issuer within the last 12 months? (Site visit more than 12 months ago) No Has the Analyst been compensated for travel expenses incurred as a result of an onsite visit with the Issuer within the last 12 months? No Has the Analyst received any compensation from the subject company in the past 12 months? No Is Euro Pacific Canada Inc. a market maker in the issuer’s securities at the date of this report? No U.K. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund EURO PACIFIC CANADA INC. IS NOT SUBJECT TO U.K. RULES WITH REGARD TO THE PREPARATION OF RESEARCH REPORTS AND THE INDEPENDENCE OF ANALYSTS. The contents hereof are intended solely for the use of, and may only be issued or passed onto persons described in part VI of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. U.S. DISCLOSURES This research report was prepared by Euro Pacific Canada Inc., a member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. This report does not constitute an offer to sell or the solicitation of an offer to buy any of the securities discussed herein. Euro Pacific Canada Inc. is not registered as a broker-dealer in the United States. The firm that prepared this report may not be subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. Toronto Montreal Vancouver 150 York Street, Suite 1100 1501 McGill College Avenue Suite 1450 900 West Hastings Street, Suite 710 Toronto, ON, M5H 3S5 Montréal, Québec H3A 3M8 Vancouver, BC, V6C 1E5 416-649-4273 | 888-216-9779 514-940-5096 | 888-216-9779 604-453-1382 | 888-216-9779 Page 43 of 43
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