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Ulaanbaatar, Mongolia--(Newsfile Corp. - May 13, 2024) - Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) ("Steppe Gold") is pleased to announce that it has filed with the applicable Canadian securities regulatory authorities the management information circular dated May 8, 2024 and related meeting materials of Steppe Gold (the "Meeting Materials") for use at the annual general and special meeting (the "Meeting") of Steppe Gold shareholders (the "Shareholders") to be held in connection with the proposed transaction with Boroo Gold LLC ("Boroo Gold") and Boroo Pte Ltd. ("Boroo Singapore"), or one of its affiliates, as previously announced on April 11, 2024 (the "Transaction"). Steppe Gold has also mailed copies of the Meeting Materials to Shareholders entitled to vote on the Transaction at the Meeting.
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve the Transaction. If the Transaction is completed: (i) Steppe Gold will acquire all of the issued and outstanding shares of Boroo Gold in return for the issuance of that number of common shares in the capital of Steppe Gold ("Common Shares") that would result in Boroo Singapore, directly or indirectly, holding 55.9% of the issued and outstanding Common Shares (calculated on a fully diluted basis); and (ii) Boroo Singapore will acquire the Tres Cruces Oxide Project (the "Tres Cruces Project") by purchasing all of the issued and outstanding shares of two of Steppe Gold's indirect, wholly-owned subsidiaries for aggregate cash consideration of approximately CAD$12 million.
THE STEPPE GOLD BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE TRANSACTION IS IN THE BEST INTERESTS OF STEPPE GOLD AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE TRANSACTION.
Benefits of the Transaction
The Transaction is expected to provide meaningful benefits to Shareholders, including:

• Increased combined gold production to 90,000 oz per annum in 2025 and 150,000 oz gold equivalent per annum by 2026.
• Strong cash flow and increased financial strength to service ATO Gold Mine Phase 2 Expansion debt and project financing.
• Funding for exploration programs and further acquisition opportunities in Mongolia.
• Liquidity from the sale of the Tres Cruces Project.
• Creation of a multi-asset producer with a strong base and focus on Mongolia.

The Meeting and Voting
The Meeting is scheduled to be held at the Shangri-La Hotel, 19 Olympic Street, Sukhbaatar District-1, Ulaanbaatar 14241 Mongolia on June 24, 2024 at 10:00 a.m. (ULAT). Shareholders may vote in person at the Meeting or by proxy. Shareholders that are unable to attend the Meeting, or any adjourned or postponed Meeting in person, are requested to date, sign and return the form of proxy for use at the Meeting. The deadline for receipt of proxies for the Meeting is 10:00 a.m. (ULAT) on June 20, 2024.
Shareholders are advised to carefully read the Meeting Materials and then vote in person at the Meeting or by proxy. The Meeting Materials are available under the Company's profile on SEDAR+ at www.sedarplus.ca. Only Shareholders of record as at the close of business on May 6, 2024 are eligible to vote at the Meeting.
About Steppe Gold
Steppe Gold is Mongolia's premier precious metals company and 100% owner of the ATO gold mine and the Uudam Khundii project in Mongolia.
About Boroo Gold
Established in 1997, Boroo Gold is a leading gold producer in Mongolia with over 50,000 tons per day mining fleet, 5,500 tons per day mill and carbon-in-leach circuit gold processing plant, 3,000,000 tons per annum heap leach and carbon-in-columns plant and an approximate workforce of over 400 people. Boroo Gold operates the Boroo mine in Selenge province, as well as owning and operating the adjacent Ulaanbulag mine in Mongolia.
Cautionary Statement on Forward-Looking Information
This news release includes certain statements that constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). These include statements regarding Steppe Gold's intent, or the beliefs or current expectations for Steppe Gold's growth, production and valuation post-closing of the Transaction; future market conditions for metals; timing of the Meeting; and expected benefits to Shareholders as a result of the Transaction.
When used in this news release, words such as "expected", "scheduled" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "will", or "would" occur or the negative connotation of such terms.
As well, forward-looking statements may relate to Steppe Gold's future outlook and anticipated events, such as the consummation and timing of the Transaction; the satisfaction of the conditions precedent to each of the Transaction; the anticipated benefits of the Transaction; the potential for value creation to Shareholders; the anticipated timing of the closing of the Transaction; the timing and anticipated receipt of required Shareholder, court and regulatory approvals for the Transaction; anticipated gold production of Boroo Gold and combined gold production of Steppe Gold; the anticipated cash flow of Steppe Gold; potential liquidity from the sale of the Tres Cruces Project; and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto.
These forward-looking statements involve numerous risks and uncertainties, including those relating to: required shareholder, regulatory and stock exchange approvals; approvals from applicable Mongolian authorities; exercise of any termination rights under the share exchange agreement dated April 11, 2024 between Steppe Gold, Boroo Singapore and Centerra Netherlands BVBA (the "Share Exchange Agreement") or the separate definitive share purchase agreements (the "Share Purchase Agreements"), each between one of Steppe Gold's wholly-owned subsidiaries, on the one hand, and Boroo Singapore or one of its affiliates, on the other hand, each dated April 11, 2024; meeting other conditions precedent to each of the Share Exchange Agreement and the Share Purchase Agreements; material adverse effects on the business, properties and assets of Steppe Gold or Boroo Gold; discrepancies between actual and estimated production and test results, mineral reserves and resources and metallurgical recoveries; and such other risk factors detailed from time to time in Steppe Gold's public disclosure documents, including, without limitation, those risks identified in Steppe Gold's annual information form for the year ended December 31, 2023, which is available on SEDAR+ at www.sedarplus.ca.
Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by such forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Steppe Gold assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If Steppe Gold updates any one or more forward-looking statements, no inference should be drawn that the company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
Contact Information
Steppe Gold
Bataa Tumur-Ochir, Chairman and Chief Executive Officer Jeremy South, Senior Vice President and Chief Financial Officer
Elisa Tagarvaa, Investor Relations Manager ([elisa@steppegold.com](mailto:elisa@steppegold.com))
Shangri-La office, Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia Tel: +976 7732 1914
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209078
​
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Vancouver, British Columbia--(Newsfile Corp. - May 14, 2024) - First Majestic Silver Corp. (NYSE: AG) (TSX: FR) (FSE: FMV) (the "Company" or "First Majestic") reminds its shareholders about the Company's upcoming Annual General Meeting of Shareholders (the "2024 AGM") scheduled to take place on Thursday, May 23, 2024 at 10:00 a.m. (Pacific Time) at the Sutton Place Hotel located at 845 Burrard Street, Vancouver, British Columbia, V6Z 2K6.
The Board of Directors of First Majestic unanimously recommends that shareholders vote FOR all the resolutions that have been put forward for the 2024 AGM.
The record date for notice and for voting at the 2024 AGM was March 28, 2024. Only shareholders as of the record date will be entitled to vote at the meeting. Shareholders as of the record date are encouraged to vote before the proxy voting deadline on Tuesday, May 21, 2024 at 10:00 a.m. (Pacific Time).
If you are a registered shareholder of the Company and are unable to attend the 2024 AGM, please read, sign and date the form of proxy for the meeting (the "Proxy") and deposit it with Computershare Investor Services Inc. ("Computershare") by courier or mail at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or by facsimile at 1-866-249-7775 (toll-free in North America) or 1-416-263-9524 (international) by 10:00 a.m. (Pacific Time) on Tuesday, May 21, 2024, or at least 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the meeting). Alternatively, registered shareholders may vote by telephone (1-866-732-8683) or online (www.investorvote.com) using the control number listed on the Proxy that they received from Computershare.
Non-registered shareholders may participate in the 2024 AGM (either themselves or through a proxyholder, or through intermediaries using the voting instruction form). Alternatively, some non-registered shareholders may be able to vote by telephone or online and should refer to the voting instruction form that they received for further details and instructions.
EVERY VOTE COUNTS
Voting is quick and easy. First Majestic has retained Kingsdale Advisors to provide shareholders with assistance in voting their shares, and they may be reached by telephone at 1-866-851-3214 (toll-free in North America) or 1-647-577-3635 (text and call enabled outside North America), or by email at [contactus@kingsdaleadvisors.com](mailto:contactus@kingsdaleadvisors.com).
To obtain current information about voting your First Majestic common shares, and for copies of the materials for the 2024 AGM, please visit www.firstmajesticagm.com, or scan the QR code below:
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ABOUT THE COMPANY
First Majestic is a publicly traded mining company focused on silver and gold production in Mexico and the United States. The Company presently owns and operates the San Dimas SilveGold Mine, the Santa Elena SilveGold Mine, and the La Encantada Silver Mine as well as a portfolio of development and exploration assets, including the Jerritt Canyon Gold project located in northeastern Nevada, U.S.A.
First Majestic is proud to own and operate its own minting facility, First Mint, LLC, and to offer a portion of its silver production for sale to the public. Bars, ingots, coins and medallions are available for purchase online at www.firstmint.com, at some of the lowest premiums available.
For further information, contact [info@firstmajestic.com](mailto:info@firstmajestic.com), visit our website at www.firstmajestic.com or call our toll-free number 1.866.529.2807.
FIRST MAJESTIC SILVER CORP.
"Signed"
Keith Neumeyer, President & CEO
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward‐looking information" and "forward-looking statements" under applicable Canadian and U.S. securities laws (collectively, "forward‐looking statements"). These statements relate to future events or the Company's future performance, business prospects or opportunities that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management made in light of management's experience and perception of historical trends, current conditions and expected future developments. Forward-looking statements include, but are not limited to, statements with respect to: the time and place of the 2024 AGM; the process of voting at the 2024 AGM; and the use of the online and telephone platforms to cast votes. Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. All statements other than statements of historical fact may be forward‐looking statements. Although First Majestic has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.
The Company believes that the expectations reflected in these forward‐looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking statements included herein should not be unduly relied upon. These statements speak only as of the date hereof. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209068
​
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The kitchen is on fire. Welcome to the final part of the Vapiano story where the tables are turning. In the first two episodes we followed Mark Korzilius' journey from setbacks to founding Vapiano, a groundbreaking restaurant concept, highlighting its fresh ingredients, dynamic atmosphere, and data-driven operations that drove rapid success. While achieving initial profitability and garnering attention from industry giants like McDonald's, Vapiano's global expansion has led to stellar revenue growth. However, it has also resulted in the emergence of numerous side projects (or distractions), operational challenges, increased costs, significant investments, and a notable accumulation of debt. This underscores the prioritization of top-line growth over profitable growth. We will continue on this thread and see how the story ends, but I would encourage you to read part one and two for better context. Vapiano P1: Italian Food Made in Germany (substack.com). Let's dig in.
Before Going Public
We are now in 2015 and the year is a disaster for Vapiano's PR department. Employee time stamps are being manipulated, endless overtime for employees and high turnover in managerial roles are reported; mice in the kitchen and even rotten food allegedly found.
The company is confronted with allegations of exceeding working hours among trainees in an article published by Welt am Sonntag, while the same outlet accuses Vapiano of manipulating punch times. The auditing firm PwC is commissioned to investigate the allegations and finds that there is no systematic approach but rather misconduct by individual employees, a mistake that’s being corrected. Internal however, investigations into stamp times are carried out regularly now and beyond its obvious reputational impact, this sucks up valuable management time and attention.
In the summer of 2015 CEO, co-founder and investor Gregor Gerlach, who has been running the group since 2011 is stepping down and Jochen Halfmann is taking over. A new Vapiano People Program with an App is being developed with the aim to better interact with customers that will incorporate innovate features such as mobile pay. The German website sees a launch of new magazine to further promote the brand and there is now a full inhouse blogger and Instagram team being installed. In October the company buys seven restaurants from original co-founder, former co-investor and ex-president previously responsible for internation expansion Kent Hahne (2x Bonn, 3x Cologne, 1x Koblenz and one in Cologne that’s under construction). This package of Vapiano restaurants is very successful and generates net sales of more than 20 million euros in 2014. Hahne opened his first Vapiano restaurant in Cologne in August 2006 and in 2015 with his company apeiron AG, Hahne operates six L'Osteria franchise restaurants, a direct Vapiano competitor, and two self-owned restaurants GinYuu.
Then in November of 2015, the next public relations bomb goes off with allegations regarding the company's quality standards. The company immediately investigates the issue through internal and external specialists but finds no evidence of any quality issues. Nevertheless, knowing that the group is now being closely watched, the company’s already in place hygiene standards are being reinforced. Additional audits and inspections are performed nationally. Further, all Vapianos worldwide are being audited twice by the partners SGS Institut Fresenius and SAI Global. Auditing software is purchased to simplify the implementation of the audits and the resulting measures. Apart from the external examinations, there is a food sampling plan in place being performed continuously. Again, all of this sucks up costs, management time and attention. With all these tumultuous developments the company’s growth engine is undeterred. Revenue grows by a whopping 50 million euros to 202 million euros, an increase of 33%. Impressive. While average spent per customer increases in all countries, the number of customers per day in Germany decreases by 3.3% partially due to the negative press towards the end of the year. Five own, four JV and 19 new franchise restaurants are added that year to the group, the total number of own managed restaurants grows to 51, there are 31 JVs and 84 franchises which bringing the total to 166 Vapiano restaurants. Global restaurant sales are now above 400 million euros.
But while revenue grows by an astronomical 50 million euros, operating profits, alarmingly, shrink again. Gross margins are staying perfectly healthy above 75% but operating costs keep growing disproportionately fast. The Company’s outstanding debt jumps by almost 30 million, close to 85 million euros by the end of the year. With operating profits at 9.5 million euros, alarm bells should be going off right now.
In Q4 of 2015, new CEO Jochen Halfmann introduces Strategy 2020. The new strategy includes five essential points. One, profitable growth in the newly defined core markets of Germany and Austria as well as in the UK, Netherlands, France and USA. Two, operational excellence through strict “best practice” management. Three, further development and digitalization of the concept considering guest feedback. Four, greater focus on long-term employee retention and five, building a modern and sustainable IT landscape. Sound’s good on paper but let’s see how things pan out.
Vapiano's investments (capital expenditures) that year are primarily directed towards new restaurant openings, renovations of existing establishments, and share acquisitions in other Vapiano restaurants from franchisees or JV partners. A significant portion of funds is allocated to the digitalization of the guest experience, including the development of a new app scheduled for market release in 2016 and the implementation of a time recording system across all group restaurants. The world's first standalone Vapiano restaurant with a delivery service that year is built in Fürth, Germany. The company keeps expanding its presence in both inner-city locations and international markets, such as Shanghai, China.
To finance all of this, the group has its own operating cash flow which comes in at 18 million while capital expenditures are 26 million euros plus 14 million for acquisitions. The funding gab is filled with 26 million euros of new debt and a seven-million-euro equity raise. At that end of the year and after the equity raise Gregor Gerlach (through his AP Leipzig GmbH & Co. KG entity) holds 30.1%, Hans-Joachim and Gisa Sander through their Exchange Bio GmbH hold 25.5% and the Tchibo heirs, Herz through their Mayfair Beteiligungsfonds II GmbH & Co. KG hold 44,4%.
But for the first time the restaurant’s concept that was so successful to date is being questioned. Some customers are starting to mislike the operational flow of the concept itself. If you want pasta, you must queue for pasta. If you want pizza you stand in a different queue. A small side salad, yet another queue. "You spend more time carrying trays than an actress in Berlin-Mitte. The audience in the pasta limbo can only consist of people who have worked for an insurance company for a long time and, like Stockholm syndrome, they can no longer get away from the industrial canteen feeling," writes TV host Beisenherz provocatively. While overly harsh in his assessment he's not entirely wrong judging by customers venting their frustrations in forums and social media channels. It isn’t uncommon for those who ordered pizza to have already finished eating while there is little movement in the pasta queue. Long term that doesn't go down well, QSRs competitors like L’Osteria are handling this process differently, with much success.
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Tipping Point

Where are now in the year 2016 and things start to deteriorate visibility. Perhaps not for the leman’s eye but any business minded observer can see that there are problems under the hood. Yes, revenue grows yet another whopping 50 million to almost 250 million euros but half of that growth, comes from acquisitions of restaurants that the group didn’t already own 100%, which is now being fully consolidated within the group’s accounts. Here is a concrete example. In the past, Vapiano SE, the group’s top holding company held an indirect 50% stake in a French subgroup via the subsidiary VAP Restaurants SA, based in Luxembourg, and included this as an associated company in the Vapiano SE consolidated financial statements using the equity method. Due to the acquisition of additional shares in September of 2016, Vapiano SE's indirect share in the French subgroup increased to 75%. This means that Vapiano SE takes control of the French subgroup, which is therefore included in the group’s financial statements as part of the full consolidation. The revenue from the acquired subsidiary now recorded in the consolidated income statement amounts to 12.8 million euros. While that’s great for the top line, the loss of the fully consolidated entity equates to 0.2 million euros. Yes, you are buying revenue, but there are losses attached to them, not profits. A similar case is the Swedish entity that runs eight restaurants with revenue of 11.5 million euros but has losses of 235 thousand euros. So much for Strategy 2020 and “profitable” growth.
That year the group’s operating profits are absolutely tanking, halving to 3.5 million euros. Operating profits are now a mere 1,4% of revenue. Remember original founder Mark Korzilius who talked about operating margins of 25% to 28% at the restaurant level? Yes, there are overhead costs for the organization that sits above the chain of restaurants, but operating margins that low indicates a course correction is needed. What’s telling is that in the annual report, in the management discussion section, the company starts talking about EBITDA as a proxy measure of profitability, rather than operating profit or net income. This wasn’t the case in the years before. Is this window dressing for an upcoming IPO? EBITDA is short for earnings before interest, tax, depreciation, and amortization. How can you measure profitability of a restaurant chain that absolutely and unequivocally needs capital investment to maintain its restaurant operations, the very source of cash generation, by simply excluding this maintenance charge (depreciation in the income statement)? Vapiano’s own annual report talks about the fact that existing restaurants must be rejuvenated from time to time and that new interior designs have to be implemented every few years. These things wear and tear, they go out of style, kitchen equipment breaks and needs replacement. This business absolutely needs maintenance capital expenditure, why anyone talks of profits before these maintenance costs is beyond me. Fun fact: in the previous annual report EBITDA is mentioned seven times, mostly around restaurant acquisitions and financing, not however as a profit indication for the group. In the new annual report, EBITDA is mentioned 28 times. Maybe it’s just me but belated Charlie Munger liked to call EBITDA: bullsh*t earnings. When in doubt I stick with Charlie. Interestingly, EBITDA for Vapiano keeps growing while operating and net profits keep falling.
Operating cashflow for the group that year is about 21 million euros, but capital expenditure is 30 million and acquisitions for subsidiaries another 20 million. To finance these expenditures another 28 million euros of debt and 16 million of equity is raised. Net debt rises above 130 million euro. The operating cashflow of the group before any capital expenditures is 21 million euros. I am not sure free cash flow would be significantly positive after maintenance capex is paid out; it’s not broken out so we can’t be sure. Granted, I am not on the ground during this time, and I am not in the board room, I am simply reading what’s in front of me, but to me this is starting to look like a distressed situation. Regardless, the following year the company goes public.

IPO

Where are now in the year 2017 and its Vapiano’s first year as public company. The company’s annual report reads the following “Sales revenue, like-for-like growth (LfL) and the earnings figures EBITDA and adjusted EBITDA are used as the most important financial performance indicators for controlling operational business activities.” The very same report however also says: “The majority of the group's investments regularly go towards opening new restaurant locations and modernizing existing restaurants. The latter are differentiated into regular replacement investments that occur during ongoing operations (Maintenance CAPEX) and fundamental investments in the renovation of a restaurant (Remodeling CAPEX). On average, a restaurant remodeling takes place nine years after opening.” It says it right there in their own report; every nine years a remodeling is taking place. Remodeling and updating is not cost free, so why exclude depreciation charges which reflect capital expenditures? I understand that perhaps you would want to strip out one-off opening costs, that’s fine and fair, but don’t go overboard.
The number of restaurants increases by 26 (previous year: 13) to a total of 205. The increase consists of 27 new openings and one closure. Group revenue grows to an astonishing 325 million euros but here comes the shocker, operating profits turn negative to 25 million. Fine, strip out foreign exchange losses of 3 million, IPO costs of 5.8 million and new opening costs of 6.1 million and you still have 10 million euros of operational losses. All the while the debt load of almost 130 million hasn’t materially changed, so those operating losses are before a six-million-euro interest payment. 184 million euros are raised through the IPO of which 85 million go to the company. This money is earmarked for further expansion as the group has ambitions to almost double the footprint to 330 restaurants by the end of 2020. The company is currently not profitable on an operating basis, and still wants to expand aggressively? I don’t get it. The remaining 100 million euros of the IPO money raised is distributed to co-founder Gregor Gerlach and Wella heirs Hans-Joachim and Gisa Sander. The family office of the former Tchibo owners Günter and Daniela Herz with a 44% stake, don’t sell a single share. After the IPO, 32% of all the company’s shares are now in free float.
One year later, in 2018, things get even worse. Revenue grows to 371 million, but operating losses mount to 85 million euros, that’s before interest expenses of 9 million. Even the beloved EBITDA figure turns negative, meaning the operating business before any expansionary or even maintenance capital expenditures is loss making. All regions are experiencing significant deterioration in their earnings profiles. Like for like sales are down 1% across the board. That’s revenue, not profitability. The question naturally arises: is the Group approaching its natural saturation point here or this operational by nature? The operating cash flow is now 9 million while financing cost are close to 7 million. That leaves 2 million for maintenance capital for 74 own restaurants and 76 joint ventures ones. Describing this as financially tight, would be an understatement.
Things are not looking good at this point. Yet the company still grows restaurants by 26 new sites. 64 million euros are spent on acquisitions, new openings, and maintenance costs, financed through a 20 million-euro equity raise and 72 million of new debt. The Company now has net debt outstanding of over 160 million euros. After the equity raise and by the end of the year 2018, Mayfair owns 47.4%, VAP Leipzig, Gregor Gerlach’s entity owns 18.9% and the Sander couple own 15.5% of the company. Yes, the Sanders and Gerlach may have taken 100 million euros off the table, but they still have substantial skin in the game. Plus, Mayfair hasn’t sold a single share and instead injects more money into the company through the equity round. The stock has now fallen from its IPO price of 23 euros per share to under 6 euros by the end of 2018. Something must be done here. And indeed, there is pivot in strategy and a hard push for change. At last, the management team abandons its aggressive growth plan and curtails new openings significantly. Additionally, the team wants to run a thorough analysis of weak locations to then either discontinue or sell sites. In Europe, the operating focus will be put on corporate restaurants and joint ventures in major cities to ensure the ideal size and location to match the respective demographic target group. Outside of Europe, the franchising business is being expanded and at the same time a consolidation of the existing corporate and joint venture markets is being sought. All future investments will be reviewed to achieve higher rates of returns on new openings. Investments are also being made in the renovation of older restaurants. The goal in the future is to also open smaller formats, like Mini-Vapianos (less than 400 square meters) or Freestander at prominent transportation hubs outside city centers (currently in Fürth and Toulouse) to cater to individual location requirements, and to enter new partnerships. I am not sure why management hasn’t stopped all expansion altogether, bringing the ship in order first, getting profitable, clean up, all hands-on deck before considering any further expansions whatsoever. But again, it’s easy to comment from the sidelines; maybe they saw white spaces that would be covered by competing concepts if they weren’t moving fast and aggressively enough. Although pushing internationally means competing with local players such as Jamie's Italian, Prezzo, Pizza Express, Wagamama, Nando's and many more which brings in its own dynamic.
Management also aims to enhance guest satisfaction. This involves refining operational processes, reorganizing the support center, and refocusing on the core offering: providing fresh and high-quality Italian food at affordable prices for a broad audience. The group also aims to reduce waiting times, especially during lunch, while also improving the evening atmosphere. There is even what I would call an evolution, away from Vapiano’s original concept, reorientating the customer journey. The ordering flow is being changed, offering guests synchronized preparations of all dishes while eliminating wait times at the cooking stations. The open show kitchen remains, staying true to original mantra of freshness and transparency but now guests can choose their preferred method of ordering through a mobile app, using a digital order point (kiosk), or by personally placing an order with a waiter. Guests can still freely choose their table and are then informed about the complete preparation of their order through a pager or their smartphone. This is a substantial deviation from the original concept, but a needed one. The group is also exploring and implementing the expansion of take-away and home delivery services but only at suitable locations, not universally across new openings. I am not sure why home delivery is even a priority here; it adds operational complexity. It’s better to clean up shop first and get back to the basics before adding new complexities. To be fair management does try to simplify. There are 49 different permanent dishes on the menu and additional 10 seasonal ones. Customers can choose from eleven different types of pasta. There is simply too much choice, and it makes orders complicated. The company announced to slim the menu down to its most popular and typical Vapiano dishes. There’s no need for an Asian salad at an Italian restaurant. "We have to go back to the roots, i.e. classic, honest Italian cuisine" says COO Everke. Regardless, in November of 2018, the supervisory board pulls the plug on CEO Jochen Halfmann and replaces him with Cornelius Everke. Everke himself has just become COO five months ago. Since 2017 he was responsible for international expansion. From 2011 to 2017 that role was filled by Mario Bauer – put a pin in that name, he’ll play a key role in the groups fate later. Then nine months later, in the middle of 2019, Cornelius Everke quits. He essentially concludes that his skillset and experience in the areas of internation expansion is no longer needed in the foreseeable future. To put it differently: Vapiano has moved from a growth story and has become a restructuring case, and other skills are required for that job. In June of 2019 Everke says the following “(we’ve) made a bit of a mistake when it came to foreign expansion”. No sh#t. Vapiano postpones the presentation of the 2018 annual financial statements three times in the spring of 2019, citing negotiations over an urgently needed loan of 30 million euros. It’s not until the end of May that a binding loan commitment comes through from the financing banks and major shareholders.
We are now in August of 2019 and the corona pandemic is just around the corner. Supervisory board chief Vanessa Hall takes over as interim-CEO and things are unravelling. Visitor numbers are declining; originally, it was planned to sell the US business but halfway through the year the buyer cannot come up with the money. But not all restaurants are performing poorly. The group's poor figures contrast starkly as an example with the experiences of the Swiss-German franchisee, who runs six restaurants. The Sodano family in Switzerland pays Vapiano a royalty of 6% of sales for the use of the brand. Enrico Sodano explains in an interview that they operate largely autonomously from the licensor. If an “accident” were to occur, he could immediately replace the Vapiano sign with Sodano, he says. The family concluded the rents and contracts with employees and suppliers independently. The Sodano family have six locations in Bern, Basel and Zurich, around one million guests every year and 350 employees. Things are going well on the ground. The delivery service they’ve built is offering them a second income stream. Expansion into Winterthur, St. Gallen and Lucerne are being planned; small locations with 150 to 250 square meters and an attached delivery service. Originally, Vapiano restaurants used to be huge but for such a large restaurant to be profitable, 800 to 1,000 guests per day are needed. That’s possible in medium-sized cities, but not in smaller towns which is why the Vapiano group now also supports smaller formats. Back to our corporate drama. The 2019 annual report would be the last report the group files. By the end 2019 the outstanding debt of the company is at an astronomical 450 million euros. Revenue has grown by another 7%, produced by four net new openings through two JVs and two franchise restaurants but operating losses come in at 317 million euros. That sound like an absolute shocker at first but depreciation and amortization charges are 345 million, so that operating cash flow is actually positive but unfortunately capital expenditures and interest payments are so large that they are eating up all of the company’s operating cash flow. Then in the beginning of 2020 Corona hits with full force and the world shuts down. As a result of the measures to prevent further spreading of the virus, the group is forced to cease all global business operations (except in Sweden). While all these shutdowns are happening, the group is the middle of negotiating with its lending banks and main shareholders. There are additional financing needs for restructuring measures, even without a pandemic happening in the background. The situation is so dire that the company starts pleading to the German government to roll out the package of financial help more quickly. Unfortunately, it’s to no end. The rapid closure of restaurants and the resulting lack of operating cash inflows in conjunction with the additional financing requirements, lead to the company’s final knockout punch. In April of 2020, the Vapiano group officially files for insolvency proceedings. The end of an era.

New Beginnings

Because of the pandemic, the majority of the group's subsidiaries in Austria, the Netherlands, Denmark, the United States, Sweden, and China also file for insolvency or seek liquidation. The US business never gets sold in the end and is wound down. In the summer of 2020, significant group divestments occur, including the sale of 75% shares in the group's French subsidiaries, shares in franchisor companies, Australian subsidiaries, German subsidiaries, associated companies, self-managed restaurants in Germany, and insolvency-related sales in the Netherlands, Great Britain, and Sweden. The buyer of the Vapiano brand and one of these bundles of Vapiano restaurants is company named Love & Food Restaurant Holding, a consortium led by Mario C. Bauer – a name I told you to remember. Bauer was a former Vapiano board member and led the national and international expansion, opening 200 sites in 33 countries from 2011 to 2017 until he was succeeded by Cornelius Everke. Bauer didn’t feel comfortable with the IPO at the time but clearly has a lot of managerial and entrepreneurial talent.
The buyer consortium is an absolute A-Team comprised of European QSR top league hitters, including the founder of the Pret A Manger chain Sinclair Beecham; Henry McGovern, the founder and Ex-CEO of the giant international restaurant and foodservice operator AmRest; the Van der Valk Family that runs hotels and Vapiano restaurants in the Netherlands, and co-founder and ex-CEO Gregor Gerlach. The acquisition value is 15 million euros and entails 30 Vapiano restaurants in Germany, albeit that’s just the purchase price which comes on top of any capital investment needed to refresh and return the sites to its former glory. Nevertheless, just as a thought experiment, if you can get each site to 2 million euros of revenue and 400,000 euros in operating profit on average, which wouldn’t be an overly aggressively assumption given the company’s history, you’ve got yourself a package that can deliver restaurant-level operating profits of 12 million euros or more. It’s not disclosed how much capex was needed to refresh the operations, just that fact that the overall investment plus purchase price was a middle double-digit million-euro figure. Stil, it probably was a decent purchase. The same consortium buys Vapiano’s French business for 25 million euros just two weeks prior. After the transaction concludes, the master franchise is given to Delf Neumann and his Gastro & Soul GmbH. Neumann is an experienced operator, and he is ambitious to revitalise the brand with new services and products. For example, instead of pizza, the restaurants will be serving pinsa - a flatbread made from sourdough, wheat and rice flour, topped similarly to a pizza. It targets a more health-oriented customer base looking for a less calory heavy option. The menu overall is expanded by including a variety of vegan and vegetarian dishes.
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Today Neumann’s Gastro & Soul GmbH operates 18 Vapianos on its own account and has 29 franchise sites, amongst other brands. By the year 2021, Vapiano operates 191 restaurants in 34 countries. This is around 50 fewer sites than before the bankruptcy. The number of branches is particularly thinned out in Germany – from 80 to 55. Nevertheless, Vapiano's home country remains by far the largest market, followed by France with 35 restaurants and Austria with 15 locations. “We have shrunk ourselves to health,” says Bauer in the aftermath and there is no further shrinking planned. Quite the opposite, the smell of expansion is in the air again – pun intended. Not as aggressively as before and with a new menu and ordering process.
Overall, the team around Bauer is filled with industry experts with knowledge and networks gained over decades who have a great track record, a long-term view, and the staying power to let Vapiano breath and finds its way back to success. The pressure of being a public company with all the associated quarterly, half-year and yearly disincentives have been removed. The menu is changed and extended with new types of pasta and sauces with significantly more vegetarian and vegan dishes available. Guests can order with restaurant staff, at terminals or on their phones and there are barcodes attached to the tables identify the respective seat. The food is brought to your table, all at the same time if you are in a group, no more annoyances with waiting in line. There is a plan for smaller, 350 square meter locations, with half the number of guests and significantly fewer staff and less set-up costs required to make the economics work. Locations that capitalize on remote work and increased demand for local lunch options, higher population density with shorter delivery routes and therefore cost-effective in house delivery services are targeted. And Bauer is testing the concept of ghost kitchens, which operate without a dining room or service staff, focusing solely on preparing food for delivery services, which for obvious reasons have a very different operational set up and footprint. Original founder Mark Korzilius however is not entirely convinced. He is not a fan of the pinsa for instance and he considers Vapiano's pizza as its cash cow, flagship product and believes that the core Vapiano proposition of Pizza, Pasta, Bar that has given the company its original success is being diluted. He instead admires the competitor L'Osteria, saying they’ve done a better job by focusing on Italian classics, especially the impressively large pizzas that sticks out beyond the plate is leaving every customer in awe. The guys who run L’Osteria are the same guys who have built Vapiano with him in the first place. Bauer on the other hand, like a true business leader, remains undeterred, stating that he is frequently asked whether Vapiano's restart was bold or foolish. He believes in entrepreneurship, franchising, in his experienced fellow partners and importantly the Vapiano concept. By the year 2024 you can find over 140 Vapiano branded restaurant in 27 countries across the globe, including locations far away from its birthplace like Australia, USA, Columbia, Chile, Bahrain, and Saudi Arabia. And why not? Italian food is, and will remain to be, incredibly popular. Vapiano offers fresh and tasty food at affordable prices in a good atmosphere. This combination of attributes should attract a lot of customers. It certainly has in the past.
For more stories: WIP Thomas Weitzendoerfer Substack

Hello Gamemasters and Friends,
Let's start with the May Giveaway and then get into the updates.

Enter the May Giveaway

Our good friend Bob from the YouTube channel Bob World Builder, along with Eventyr Games, have just launched DELVE—a 200+-page guide to dungeons for 5E Dungeons & Dragons and Shadowdark RPG on Kickstarter. To celebrate, we're giving away the following:

• DELVE Book (5e or Shadowdark version)
• DELVE Resin Dice Set
• dScryb Celestial Subscription
• Year-long access to the dScryb Player Subscription for two players

It’s free to enter: dScryb Giveaway
Languorbloom by Daniel Caballero

Opus Updates

If you're not already aware, Opus is a freshly-built, single-page web app that brings together dScryb's text, ambiences, sound effects, and music. It can play high-quality audio for your in-person or virtual players, and it works with Kenku FM for Discord integration.
Opus
Here's what we've added since the last newsletter:

• Mobile responsive design and support
• Rich text formatting and hyperlinks, and support for common hotkeys such as CTRL + B
• Edit in place for block text and titles
• Image embedding with URL
• Fading in and out for ambience, and crossfading for music
• Pinning in Roam
• Improve search UI in collections
• Collection blocks have anchor links
• Opus FAQ page
• Performance updates
• Bug fixes (including a critical bug that affected players' music)

We've also added nearly 450 new sound effects, mainly spells, weapon attacks and monster deaths!
Right now, on the content side, our priority is composing sound effects and descriptions for all 5e spells, followed by monsters. We expect all 5e spell sound effects to be published this month.
Hear what's new. Try Opus!

Opus Roadmap

We're continuing to enhance the user interface, including general polish and bug fixes—but our main focus for the next few weeks will be database improvements utilizing Node.js. It's not sexy but it will improve performance and unblock certain features that we're excited to develop next.
After that, the next two items in our roadmap are (1) advanced music playlist and sfx board selection in collections; and then (2) player-fired SFX and Character files.
We want to encourage participation in the beta, so we're currently offering a free 14-day trial on all subscriptions. (We recommend trialing the Celestial subscription, as this unlocks all content within Opus.) This offer is available to everyone, including current Composer, Hero, and Player subscribers.
Start your free trial!

Delve – A Guide to Dungeons for 5E & Shadowdark RPG

DELVE is a 200+-page guide to dungeons for 5E Dungeons & Dragons and Shadowdark RPG by Bob World Builder and Eventyr Games.
DELVE combines classic advice with modern resources that’ll make crawling through dungeons fun for the players and easy for the GM!
DELVE Kickstarter
DELVE has advice and guides for building awesome dungeons, new player options for dungeon delving characters, and plug-and-play dungeons filled with unique monsters, hazards, traps, and challenges!
You can check out the DELVE Kickstarter here.

New Auto-SFX Feature in Foundry

Version 4.4.3 of the dScryb Foundry module is out with the Auto-SFX feature! Go try it out!
How it works:
We've mapped hundreds of sound effects to hundreds of weapons, spells, items, monster deaths and more. All these assignments can be overwritten (and reverted) by the user. Also, an item that doesn't have a sound effect assignment can receive a custom sound effect assignment by the user.
When these events occur, such as a weapon attack or monster death, the mapped sound effect is automatically played for everyone to hear.
dScryb's Foundry VTT Module: Auto-SFX
As we publish more sound effects, it will only get better. We aim to have all 5e spells done by the end of the month.
Currently, this feature is only available for the 5e game system, but we have our sites on the Pathfinder game system next.
And there's more great development coming soon for this module!
If you haven't already seen it, our friend Fondue from Dice & Easy released a fantastic walkthrough of the dScryb Foundry VTT module.

March dScryb Giveaway Winner, Alex!

dScryb congratulates the winner of the February dScryb giveaway, Alex!
We thank everyone who participated in the giveaway.

More Fantastic Content

dScryb has published over 14,650 scenes, 4,750 sounds, and 75 maps!

Join Us on Discord!

Vote on new sound effects and ambiences and stay in-the-know about dScryb’s upcoming features and content by joining our Discord server! The team and I are there often, and our writers, editors, illustrators, and composers occasionally pop by to say hello and answer questions. There’s great discussion taking place each day. We look forward to seeing you.
If Discord’s not your thing, you can email me via [info@dscryb.com](mailto:info@dscryb.com) with your questions, suggestions, or concerns, and I’ll get back to you.
Happy adventures, David

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VANCOUVER, British Columbia, May 10, 2024 (GLOBE NEWSWIRE) -- Rio2 Limited (“ Rio2” or the “Company ”) (TSXV: RIO; OTCQX: RIOFF; BVL: RIO) wishes to remind its shareholders that its forthcoming Annual General and Special Meeting of shareholders (the “Meeting” or the “AGM”) will be held on May 15, 2024, at 11 a.m. ET. This will be an entirely virtual Meeting to be conducted via live webcast where all shareholders, regardless of geographic location, will have an equal opportunity to participate online. Shareholders will not be able to attend the Meeting in person.
The timing and process for voting are described in detail in the Notice of Availability of Proxy Materials mailed to shareholders and meeting materials available on SEDAR+ at www.sedarplus.ca and the company’s website at www.rio2.com/investors
VOTING DEADLINE
The voting deadline is 11:00 a.m. (ET) on Monday, May 13, 2024.
PARTICIPATION AT THE MEETING
Registered Shareholders and duly appointed proxyholders can participate in the Meeting in real-time online at https://meetnow.global/M99A5DD by clicking “Shareholder” and entering the 15-digit Control Number located on the form of proxy. Duly appointed proxyholders can participate in the Meeting by entering an invitation code provided by Computershare before the start of the Meeting.
Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non-Registered Shareholders who have not appointed themselves may attend the Meeting by clicking “ Guest ” and completing the online form.
Rio2 recommends shareholders log into the webcast at least 10 minutes in advance of the virtual meeting start time to ensure connectivity.
Shareholders who have questions about voting their shares or attending the AGM may contact the Company by email at info@rio2.com
Your vote is important. Whether or not you plan to virtually attend the AGM, please vote as soon as possible by one of the methods described in the proxy materials for the AGM to ensure that your shares are represented and voted at the AGM.
ABOUT RIO2 LIMITED
Rio2 is a mining company with a focus on development and mining operations with a team that ‎has proven technical skills as well as successful capital markets track record. Rio2 is focused on ‎taking its Fenix Gold Project in Chile to production in the shortest possible timeframe based on a ‎staged development strategy. Rio2 and its wholly owned subsidiary, Fenix Gold Limitada, are ‎companies with the highest environmental standards and responsibility with the firm conviction ‎that it is possible to develop mining projects that respect the three pillars (Social, Environment, ‎Economics) of sustainable development. As related companies, we reaffirm our commitment to ‎apply environmental standards beyond those that are mandated by regulators, seeking to ‎protect and preserve the environment of the territories that we operate in.‎
To learn more about Rio2 Limited, please visit: www.rio2.com or Rio2's SEDAR+ profile at www.sedarplus.ca
ON BEHALF OF THE BOARD OF RIO2 LIMITED
Alex Black
Executive Chairman
Email: alex.black@rio2.com
Tel: +51 99279 4655
Kathryn Johnson
Executive Vice President, CFO & Corporate Secretary
Email: kathryn.johnson@rio2.com
‎Tel: +1 604 762 4720‎
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts the responsibility for the adequacy or accuracy of this release.
​
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