Core Viewpoint - American Eagle Gold Corp. has successfully closed a private placement of 1,156,000 charity flow-through common shares, raising approximately C$820,000, which will be utilized for exploration at the NAK project in British Columbia [1][2]. Financial Summary - The proceeds from the offering increase the company's balance sheet to over $36 million [2]. - The charity flow-through shares were sold at a price of C$0.71 per share [1]. Project Development - The 2025 drill program commenced on May 25, with two drill holes completed and two more underway, focusing on expanding the gold-enriched zone in the southern part of the Main Zone [5]. - Preparations are being made to explore the copper-enriched northern part of the Main Zone, which previously showed significant mineralization [5]. - The company is leveraging data from a recent 3-Axis Gradient Magnetometer Survey to refine existing targets and identify new ones, potentially expanding the drill program [6]. Regulatory and Compliance - The offering is subject to final approval from the TSX Venture Exchange, with a hold period for the securities expiring on October 12, 2025 [3]. - The offering is classified as a "related party transaction" due to South32's existing shareholding, and the company has relied on exemptions from formal valuation and minority shareholder approval requirements [7]. Project Background - The NAK project is located in the Babine copper-gold porphyry district of British Columbia, with historical drilling revealing a large near-surface copper-gold system measuring over 1.5 km x 1.5 km [8]. - Recent drilling by American Eagle has indicated significant intervals of high-grade copper-gold mineralization, suggesting the presence of both near-surface and deeper mineralization zones [8]. Company Overview - American Eagle Gold Corp. is focused on advancing its NAK copper-gold porphyry project, supported by over $36 million in cash and strategic partnerships with Teck Resources and South32 [9].

Core Viewpoint - Adams Resources & Energy, Inc. has received approval from its stockholders for the acquisition by an affiliate of Tres Energy LLC, with stockholders set to receive $38.00 per share in cash [1][2]. Group 1: Acquisition Details - The acquisition was approved at a special meeting where approximately 77% of the outstanding shares were voted, and over 76% of those shares approved the merger [2]. - The merger is expected to close in early February 2025, pending customary closing conditions [2]. Group 2: Company Background - Adams Resources & Energy, Inc. is involved in crude oil marketing, transportation, terminalling and storage, as well as tank truck transportation of liquid chemicals and dry bulk [7]. - The company operates through several subsidiaries, including GulfMark Energy, Inc. and Service Transport Company [7]. Group 3: Tres Energy LLC Background - Tres Energy LLC is a privately held company that invests in and operates strategic energy assets across the United States [8].

Core Points - Adams Resources & Energy, Inc. announced that its stockholders approved the acquisition by an affiliate of Tres Energy LLC, with stockholders set to receive $38.00 per share in cash [1][2] - Approximately 77% of the outstanding shares were voted, with over 76% approving the merger [2] Company Overview - Adams Resources & Energy, Inc. is involved in crude oil marketing, transportation, terminalling and storage, as well as tank truck transportation of liquid chemicals and dry bulk [7] - The company operates through subsidiaries including GulfMark Energy, Inc., Service Transport Company, and others [7] Tres Energy Overview - Tres Energy LLC is a privately held company that invests in and operates strategic energy assets across the United States [8]

Earnings Performance - Adams Resources & Energy (AE) reported a quarterly loss of $1.76 per share, significantly worse than the Zacks Consensus Estimate of a loss of $0.56, representing an earnings surprise of -214.29% [1] - The company's loss per share increased from $0.72 a year ago [1] - Over the last four quarters, the company has surpassed consensus EPS estimates only once [2] Revenue Performance - Adams Resources posted revenues of $695.16 million for the quarter ended September 2024, surpassing the Zacks Consensus Estimate by 7.11% [2] - This represents a decrease from year-ago revenues of $760.61 million [2] - The company has topped consensus revenue estimates four times over the last four quarters [2] Stock Performance - Adams Resources shares have added about 4.4% since the beginning of the year, underperforming the S&P 500's gain of 25.8% [3] - The stock's immediate price movement will depend on management's commentary on the earnings call [3] Earnings Outlook - The current consensus EPS estimate is $0.03 on $707.6 million in revenues for the coming quarter and -$1.59 on $2.74 billion in revenues for the current fiscal year [7] - The estimate revisions trend for Adams Resources is mixed, translating into a Zacks Rank 3 (Hold) [6] Industry Outlook - The Zacks Industry Rank places Oil and Gas - Refining and Marketing in the bottom 7% of the 250 plus Zacks industries [8] - The top 50% of the Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1 [8] Peer Performance - Independent Contract Drilling (ICDI) is expected to post a quarterly loss of $0.94 per share, representing a year-over-year change of -154.1% [9] - Revenues for Independent Contract Drilling are expected to be $36.19 million, down 18.1% from the year-ago quarter [10]

Merger Details - Adams Resources & Energy Inc is proposed to merge with an affiliate of Tres Energy LLC [1] - Adams stockholders will receive $38 00 per share in cash for each share of Adams common stock they own [1] Law Firm Information - Monteverde & Associates PC is investigating the proposed merger of Adams Resources & Energy Inc [1] - The law firm has a successful track record in recovering money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report [1][2] - Monteverde & Associates PC is headquartered at the Empire State Building in New York City [1][2] Contact Information - For additional information or concerns regarding the merger, shareholders can contact Juan Monteverde Esq via email at jmonteverde@monteverdelaw com or by telephone at (212) 971-1341 [3][4] - The law firm's address is The Empire State Building 350 Fifth Ave Suite 4740 New York NY 10118 United States of America [4]

Crude Oil Marketing - Crude oil marketing revenues decreased by $59.1 million (8%) in Q3 2024 compared to Q3 2023, primarily due to lower crude oil volumes and a decrease in market price[97] - Average crude oil price decreased from $79.26 per barrel in Q3 2023 to $73.99 per barrel in Q3 2024[97] - Crude oil field level volumes decreased due to the expiration of a five-year purchase contract in the Red River area, resulting in a loss of 25,000 to 28,000 barrels per day[98] - Crude oil marketing operating earnings decreased by $5.4 million (70%) in Q3 2024 compared to Q3 2023, primarily due to inventory valuation changes and lower volumes[102] - Crude oil marketing revenues increased by $53.8 million (3%) in the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to an increase in crude oil prices[103] - Crude oil marketing segment operating earnings for the three months ended September 30, 2024 were $2.3 million, compared to $7.7 million in the same period in 2023[111] - Crude oil inventory increased to 411,426 barrels at an average price of $71.35 per barrel as of September 30, 2024, compared to 267,731 barrels at $72.35 per barrel as of December 31, 2023[113] - Crude oil inventory increased by $10.2 million at September 30, 2024, primarily due to a 53.7% increase in the number of barrels held in inventory, despite a decrease in crude oil price from $72.35 to $71.35 per barrel[158] Driver Compensation and Related Costs - Driver compensation decreased by $1.4 million (28%) in Q3 2024 compared to Q3 2023, primarily due to lower volumes and a decrease in driver count[99] - Driver compensation decreased by $4.5 million (30%) in the nine months ended September 30, 2024, compared to the same period in 2023, primarily due to lower volumes and driver count[104] Insurance and Fuel Costs - Insurance costs decreased by $0.5 million (25%) in Q3 2024 compared to Q3 2023, primarily due to lower claims and a decrease in driver count[100] - Fuel costs decreased by $0.9 million (35%) in Q3 2024 compared to Q3 2023, primarily due to lower driver count and crude oil volumes[100] Depreciation and Amortization - Depreciation and amortization decreased by $0.7 million (35%) in Q3 2024 compared to Q3 2023, primarily due to the timing of equipment purchases and retirements[101] Field Level Operating Earnings - Field level operating earnings increased to $4.4 million for the three months ended September 30, 2024, up from $2.7 million in the same period in 2023, primarily due to lower operating costs[112] Transportation Segment - Transportation revenues decreased by 10% to $21.8 million for the three months ended September 30, 2024, compared to $24.2 million in the same period in 2023[115] - Transportation operating losses were $542,000 for the three months ended September 30, 2024, compared to operating earnings of $1.6 million in the same period in 2023[115] Pipeline and Storage Segment - Pipeline and storage segment revenues increased by 37% to $1.1 million for the three months ended September 30, 2024, compared to $770,000 in the same period in 2023[127] - Pipeline throughput increased to 10,326 barrels per day for the three months ended September 30, 2024, up from 8,548 barrels per day in the same period in 2023[128] - Terminalling volumes increased to 11,319 barrels per day for the three months ended September 30, 2024, up from 9,350 barrels per day in the same period in 2023[128] - Pipeline and storage operating losses increased to $1.1 million for the three months ended September 30, 2024, compared to $866,000 in the same period in 2023[129] - Pipeline and storage revenues decreased by $0.2 million for the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to lower revenues from third-party customers[130][131] Firebird and Phoenix Operations - Revenues from Firebird operations decreased by $1.9 million for the three months ended September 30, 2024 compared to the same period in 2023, primarily due to decreased transportation volumes[132] - Revenues from Phoenix operations decreased by $2.0 million for the three months ended September 30, 2024 compared to the same period in 2023, primarily due to lower volumes and activity[132] - Revenues from Firebird operations decreased by $1.1 million for the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to decreased transportation volumes[136] - Revenues from Phoenix operations decreased by $6.0 million for the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to lower volumes and activity[136] Logistics and Repurposing Segment - Logistics and repurposing segment operating losses increased by $1.4 million for the three months ended September 30, 2024 compared to the same period in 2023, primarily due to lower revenues from Firebird and Phoenix operations[135] - Logistics and repurposing segment operating earnings decreased by $6.2 million for the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to lower revenues from Firebird and Phoenix operations[139] General and Administrative Expenses - General and administrative expense increased by $3.1 million for the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to higher salaries and wages, audit fees, and legal fees[141] Interest Expense and Credit Agreement - Interest expense decreased by $0.5 million for the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to lower borrowings under the Credit Agreement[144] - The company amended its Credit Agreement to lower the maximum Consolidated Total Leverage Ratio to 2.00 to 1.00 and increase the minimum Asset Coverage Ratio to 2.50 to 1.00, effective from the fiscal quarter ending September 30, 2024[152] - As of September 30, 2024, the company had $15.0 million in borrowings under the Credit Agreement at a weighted average interest rate of 7.60% and $11.5 million in letters of credit issued at a fee of 2.25% per annum[153] Cash and Cash Equivalents - Cash and cash equivalents decreased by 25% to $25.1 million at September 30, 2024 compared to December 31, 2023[147] - The company's operating cash flows increased by $6.9 million for the nine months ended September 30, 2024, compared to the same period in 2023, driven by changes in working capital accounts[158] Capital Spending and Investing Activities - Net cash flows used in investing activities increased by $5.0 million for the nine months ended September 30, 2024, compared to the same period in 2023, due to higher capital spending of $4.4 million[162] - Capital spending for the nine months ended September 30, 2024, totaled $13.3 million, with significant investments in logistics and repurposing ($4.6 million) and transportation ($4.4 million)[163] Financing Activities - Net cash used in financing activities was $13.6 million for the nine months ended September 30, 2024, primarily due to increased repayments under the Credit Agreement and no share sales under the ATM Agreement[164] - The company paid cash dividends of $0.72 per common share for both the nine months ended September 30, 2024, and 2023, totaling $1.9 million in each period[164] Contractual Obligations - The company's total contractual obligations at September 30, 2024, amounted to $49.8 million, including $17.6 million under the Credit Agreement and $23.4 million in finance lease obligations[165] Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements that are expected to have a material effect on its financial position, results of operations, or cash flows[167]

Financial Performance - Total revenue for Q3 2024 was $695.2 million, with a net loss of $4.5 million, or ($1.76) per common share[2] - Adjusted EBITDA for Q3 2024 was $2.3 million, excluding inventory valuation losses[2] - Marketing revenue for Q3 2024 was $660.8 million, down from $719.9 million in Q3 2023[16] - Total costs and expenses for Q3 2024 were $700.7 million, compared to $756.7 million in Q3 2023[16] - Net losses for the three months ended September 2024 were $4.5 million, compared to net earnings of $2.3 million in the same period in 2023[19] - Adjusted EBITDA for the three months ended September 2024 was $2.3 million, down from $6.0 million in the same period in 2023[21] Operational Metrics - GulfMark Energy marketed 72,208 barrels per day (bpd) of crude oil in Q3 2024, down from 92,556 bpd in Q3 2023 due to the exit from Red River operations[4] - Service Transport Company's fleet traveled 5.89 million miles in Q3 2024, compared to 6.51 million miles in Q3 2023[5] - Crude oil pipeline and storage throughput was 10,326 bpd in Q3 2024, up from 8,548 bpd in Q3 2023[6] - Crude oil inventory stood at 411,426 barrels at September 30, 2024, compared to 267,731 barrels at December 31, 2023[7] Capital Expenditures and Investments - Capital expenditures for Q3 2024 were $4.8 million, primarily for equipment purchases and construction of the Dayton facility[8] - Property and equipment additions totaled $4.8 million for the three months ended September 2024[19] Dividends and Shareholder Equity - The company declared a quarterly cash dividend of $0.24 per common share for Q3 2024, payable on December 20, 2024[9] - Shareholders' equity decreased from $92.7 million in December 2023 to $84.8 million in September 2024[18] Balance Sheet Changes - Total assets decreased from $361.3 million in December 2023 to $333.0 million in September 2024[18] - Cash and cash equivalents decreased from $33.3 million in December 2023 to $25.1 million in September 2024[18] - Accounts receivable decreased from $164.3 million in December 2023 to $144.3 million in September 2024[18] - Inventory increased from $19.8 million in December 2023 to $30.0 million in September 2024[18] - Long-term debt decreased from $19.4 million in December 2023 to $12.5 million in September 2024[18] Cash Flow - Net cash used in operating activities was $6.7 million for the three months ended September 2024, compared to $11.4 million provided by operating activities in the same period in 2023[19]

Core Viewpoint - Adams Resources & Energy, Inc. has entered into a definitive agreement to be acquired by an affiliate of Tres Energy LLC in an all-cash transaction valued at approximately $138.9 million [1][2]. Transaction Details - Stockholders of Adams will receive $38.00 per share in cash, representing a 39% premium over the closing share price of $27.32 on November 11, 2024, and a 53% premium to the three-month volume-weighted average price [2]. - Upon completion, Adams will cease trading on the NYSE American and will become a private company [2]. Strategic Goals - The acquisition is seen as a successful completion of a journey for shareholders, aiming to restructure the company and unlock more value from its assets [3]. - The transition back to a private company is expected to create efficiencies and new entrepreneurial opportunities for both the company and its employees [3]. Management Statements - The CEO of Adams expressed enthusiasm about joining the Buyer’s team, highlighting the opportunity to innovate freely and focus on long-term goals without the pressures of being a public company [4]. - The Board of Directors has unanimously approved the transaction and recommends stockholders vote in favor [4]. Advisors - GulfStar Group, Ltd. is the financial advisor to Adams, while Houlihan Lokey Capital, Inc. advises the Board of Directors. Legal counsel for Adams is provided by Locke Lord LLP, and Tres Energy LLC is represented by King & Spalding LLP [5]. Timeline - The transaction is expected to close in the first quarter of 2025, pending customary closing conditions and stockholder approval [4]. Company Background - Adams Resources & Energy, Inc. is involved in crude oil marketing, transportation, and storage, as well as recycling and repurposing of various fuels and chemicals through its subsidiaries [10]. - Tres Energy LLC is a privately held company that invests in and operates strategic energy assets across the United States [11].

Earnings Announcement and Call Details - Adams Resources & Energy, Inc will report its third quarter 2024 financial and operational results on November 12, 2024, after the market closes [1] - The company will host its earnings call on November 13, 2024, starting at 9:00 a m Eastern Time (8:00 a m CT) [1] - Financial results will be posted on the company's website at www adamsresources com [2] - The earnings call can be accessed via webcast on the Investor Relations portion of the website or by dialing 1-844-413-3976 (Toll-Free) within the U S or 1-412-317-1802 (Toll-Required) outside the U S [2] - A replay of the conference call will be available on the company's website or by dialing 1-877-344-7529 (Toll-Free) within the U S or 1-412-317-0088 (Toll-Required) outside the U S and entering code 2213302 [3] Company Overview - Adams Resources & Energy, Inc is engaged in crude oil marketing, transportation, terminalling and storage, tank truck transportation of liquid chemicals and dry bulk, interstate bulk transportation logistics of crude oil, condensate, fuels, oils and other petroleum products, and recycling and repurposing of off-specification fuels, lubricants, crude oil and other chemicals [4] - The company operates through its subsidiaries: GulfMark Energy, Inc, Service Transport Company, Victoria Express Pipeline, LLC, GulfMark Terminals, LLC, Firebird Bulk Carriers, Inc, and Phoenix Oil, Inc [4] Company Contacts - Tracy E Ohmart, EVP and Chief Financial Officer, can be contacted at tohmart@adamsresources com or (713) 881-3609 [5] - Investor Relations can be contacted through John Beisler or Steven Hooser at Three Part Advisors, (817) 310-8776 [5]

Financial Data and Key Metrics - Adjusted EBITDA for Q2 2024 was $5 million, up from $4.2 million in Q1 2024, despite an additional $0.8 million self-insured retention expense [8][9] - Unrestricted cash increased by $1.9 million to $38.5 million, and liquidity improved by $4.9 million to $88.5 million compared to Q1 2024 [9] - Net loss for Q2 2024 was $2.2 million or $0.87 per share, compared to net income of $827,000 or $0.32 per diluted share in Q2 2023 [18] - Cash provided by operating activities was $8.3 million in Q2 2024, compared to $27.3 million used in operating activities in Q2 2023 [18] Business Line Performance - GulfMark Energy (crude oil marketing) saw significant growth in margins and volumes, contributing approximately 80% of the company's EBITDA [10] - VEX Pipeline throughput increased by over 20% in Q2 2024, reaching 13,881 barrels per day, driven by GulfMark routing volumes and third-party revenue [10][11] - Phoenix Oil (hydrocarbon repurposing) continued to face challenges due to reduced truck deliveries, but barge deliveries are expected to begin in Q3, opening new markets [11] - Firebird Bulk Carriers (crude oil transportation) experienced flat volumes but was impacted by self-insured retention expenses, leading to missed targets [12] - Service Transport Company (chemical hauling) showed mild sequential improvement, but revenue was slightly down due to short-haul loads and rate reductions [12] Market Performance - GulfMark's legacy trucking volumes grew from 64,634 barrels per day to 67,099 barrels per day in Q2 2024 [10] - VEX Pipeline's volume growth was driven by GulfMark and third-party customers, with throughput increasing from 9,377 barrels per day in Q4 2023 to 13,881 barrels per day in Q2 2024 [10][11] - Phoenix Oil's slowdown is expected to be alleviated by barge deliveries in Q3, which will open new markets and improve margins [11] Company Strategy and Industry Competition - The company is focusing on cost control and operational efficiency across all divisions, with expectations of market recovery in 2025 [26] - GulfMark is expected to maintain strong margins into Q3, while VEX Pipeline's performance will follow GulfMark's volume trends [21][22] - Phoenix Oil's new rail spur in Dayton, Texas, is expected to enhance cost-effectiveness and efficiency by eliminating trucking expenses [23] - Service Transport is seeing early signs of recovery in the freight market, with increased carrier turndowns and targeted rate increases [25][30] Management Commentary on Operating Environment and Future Outlook - Management noted that the first week of Q3 was impacted by Hurricane Beryl, but the company does not expect a material impact on Q3 results [20] - The company expects GulfMark to continue strong performance, while VEX Pipeline will focus on securing third-party barrels [21][22] - Phoenix Oil is expected to see improved results in the second half of 2024 due to barge deliveries and the new rail spur [23] - Service Transport is expected to benefit from tightening capacity and increasing rates, with recovery anticipated by early 2025 [25][30] Other Important Information - The company made $3 million in accelerated principal payments towards its $25 million term loan, reducing the balance to $15.6 million [9] - Capital expenditures for Q2 2024 totaled $2.4 million, primarily for equipment purchases and construction of the Dayton facility [19] Q&A Session Summary Question: What catalysts are driving optimism for the chemical transportation market recovery in late 2024 and early 2025? - Answer: Increased carrier turndowns and trucking company exits are creating a capacity shortage, leading to targeted rate increases for Service Transport [30] Question: What is the outlook for VEX Pipeline throughput for the rest of 2024? - Answer: Volumes are expected to remain steady but may not reach the levels seen in Q2 due to reduced producer flowbacks [33] Question: Will terminalling volumes follow the same trend as VEX Pipeline throughput? - Answer: Terminalling volumes will remain steady, but third-party revenue at the Victoria terminal will drop off in Q3 [35]