What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-03 compared with 2025-02-27 · 126 added, 83 removed, 419 unchanged (33% of the section changed)

9 unchanged sentences

• Risks Related to Our Customers

◦ Certain of our customers’ spending may be directly, and our business may be indirectly, affected by (i) volatile or low met coal, oil, natural gas or iron ore prices;

(ii) elevated or increasing production costs;

◦ Certain of our customers’ spending may be directly, and our business may be indirectly, affected by (i) volatile or low met coal, oil, iron ore or natural gas prices;

(ii) elevated or increasing production costs, including due to tariffs;

or (iii) unsuccessful exploration results.

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◦ We depend on several significant customers.

◦ Our failure to retain our current customers, renew our existing customer contracts and obtain new customer contracts, or the termination of existing contracts, could adversely affect our business.

◦ Failure to retain our current customers, renew our existing customer contracts and obtain new customer contracts, or the termination of existing contracts, could adversely affect our business.

◦ Adverse events in areas where we operate could negatively impact our business, and our geographic concentration could limit the number of customers seeking our services.

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◦ Failure to develop or maintain positive relationships with the Indigenous people in the areas where we operate could adversely affect our business.

◦ Development of permanent infrastructure in the areas where we locate our assets could negatively impact our business.

◦ Development or required use of permanent infrastructure in the areas where we locate our assets could negatively impact our business.

◦ A failure to maintain food safety or comply with government regulations related to food and beverages or serving alcoholic beverages may subject us to liability.

◦ Changes in U.S.

or foreign trade policies, including tariffs and other protectionist trade measures, may adversely impact our future net income, cash flows and financial condition.

◦ The majority of our major Canadian lodges are located on land subject to leases.

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◦ Our business could be negatively impacted by security threats, including cybersecurity threats and other disruptions.

◦ Our business could be disrupted by any failure of our information technology systems.

◦ Our business could be disrupted by any failure of our information systems.

◦ Loss of key members of our management could adversely affect our business.

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dollar reported results of operations and financial position.

◦ Our indebtedness could restrict our strategy and operations and make us more vulnerable to adverse economic conditions.

◦ We may not have adequate insurance for potential liabilities and insurance may not cover certain liabilities.

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◦ Our inability to control the inherent risks of identifying, acquiring and integrating businesses that we may acquire could adversely affect our operations.

◦ Our indebtedness could restrict our operations and make us more vulnerable to adverse economic conditions.

• Legal and Regulatory Risks

◦ We do business in Canada and Australia, whose political and regulatory environments and compliance regimes differ from those in the U.S.

◦ We do business in Australia and Canada, whose political and regulatory environments and compliance regimes differ from those in the U.S.

◦ We are subject to extensive and costly environmental laws and regulations.

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◦ The market price and trading volume of our common shares may be volatile.

◦ The payment of dividends and repurchases of our common shares are each within the discretion of our Board of Directors, and there is no guarantee that we will pay any dividends or repurchase common shares in the future or at levels anticipated by our shareholders.

◦ The repurchases of our common shares or payment of dividends are each within the discretion of our Board of Directors, and there is no guarantee that we will repurchase common shares or pay any dividends in the future or at levels anticipated by our shareholders.

◦ We are governed by the corporate laws in British Columbia, Canada.

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• Risks Related to Our Structure

◦ We are subject to various Canadian, Australian and other taxes.

◦ We are subject to various Australian, Canadian and other taxes.

◦ We remain subject to changes in tax law (in various jurisdictions) and other factors that could impact our effective tax rate.

5 unchanged sentences

Risks Related to Our Customers

Certain of our customers’ spending may be directly, and our business may be indirectly, affected by (i) volatile or low met coal, oil, natural gas or iron ore prices;

(ii) elevated or increasing production costs;

Certain of our customers’ spending may be directly, and our business may be indirectly, affected by (i) volatile or low met coal, oil, iron ore or natural gas prices;

(ii) elevated or increasing production costs, including due to tariffs;

or (iii) unsuccessful exploration results.

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The willingness of natural resources companies to explore, develop and produce depends largely upon the availability of attractive resource prospects and the prevailing view of future commodity prices, and expenditures by our natural resources customers generally lag changes in commodity prices by at least three to six months.

Prices for met coal, oil, LNG, iron ore and other natural resources are subject to large fluctuations in response to changes in global supply of and demand for these commodities.

Prices for met coal, oil, iron ore, LNG and other natural resources are subject to large fluctuations in response to changes in global supply of and demand for these commodities.

Other factors beyond our control that affect commodity prices include:

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• global weather conditions, natural disasters and global health concerns;

• tariffs and other international trade policies;

• geopolitical events such as the ongoing Russia/Ukraine and Middle East conflicts;

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Should the price of WTI decline or the WCS discount to WTI widen further, our oil sands customers may delay or eliminate additional investments, reduce their spending in the oil sands region or curtail or shut-down existing operations.

Further, the Trump Administration has announced and is in the process of implementing several new tariffs, including a 10% tariff on energy resources imported to the United States from Canada.

Implementation of tariffs could have adverse impact on our Canadian customers profit margins, which may in turn reduce their spending on our accommodations and services.

Further, since February 1, 2025, U.S.

Administration has implemented and is in the process of implementing several new tariffs.

The implementation, expansion or continuation of tariffs could have an adverse impact on our Australian and Canadian customers' profit margins and capital spending, which may in turn reduce their spending on our accommodations and services.

In early 2026, geopolitical developments in Venezuela including direct U.S.

military and strategic actions and efforts by the U.S.

to exert control over Venezuelan crude oil production, exports, and sales have created heightened uncertainty in global crude oil markets.

These actions have included U.S.

seizures of Venezuelan oil tankers and U.S.

assertions of influence over Venezuelan energy assets, as part of broader policy efforts to influence global energy supplies and prices.

Because Canadian producers export a material portion of crude oil to U.S.

markets, where prices are influenced by global supply dynamics and heavy crude availability, any sustained decline in Canadian crude prices relative to global benchmarks, whether due to increased Venezuelan supply, shifts in refinery feedstock preferences, or geopolitical risk premiums could reduce realized pricing for Canadian crude.

Such outcome may materially reduce revenues for Canadian producers and affect broader energy sector economic conditions, including demand for services and infrastructure tied to Canadian oil markets.

Our customers and their operations are exposed to a number of unique operating risks and challenges which could also adversely affect us.

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• capital project cost overruns and cost inflation;

• risks associated with the natural resources industry being subject to laws and regulations, including those governing air and GHG emissions, as well as various regulatory approvals, including a government agency failing to grant an approval or failing to renew an existing approval, or the approval or renewal not being provided by the government agency in a timely manner or the government agency granting or renewing an approval subject to materially onerous conditions;

• risks associated with the natural resources industry being subject to laws and regulations, including those governing air and greenhouse gas (GHG) emissions, as well as various regulatory approvals, including a government agency failing to grant an approval or failing to renew an existing approval, or the approval or renewal not being provided by the government agency in a timely manner or the government agency granting or renewing an approval subject to materially onerous conditions;

• risks to land titles, mining titles and use thereof as a result of native title claims;

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Our ability to do so generally depends on a variety of factors, including overall customer expenditure levels and the quality, price and responsiveness of our services, as well as our ability to market these services effectively and differentiate ourselves from our competitors.

We cannot assure that we will be able to obtain new business, renew existing customer contracts at the same or higher levels of pricing, or at all, or that our current customers will not turn to competitors, cease operations, elect to (i) utilize their own, on-site accommodations or (ii) terminate contracts with us.

We cannot assure that we will be able to obtain new business, renew existing customer contracts at the same or higher levels of pricing, or at all, or that our current customers will not turn to competitors, cease operations, elect to utilize their own, on-site accommodations or terminate contracts with us.

Our business is contract intensive, and we are party to many contracts with customers.

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Due to the significant geographic concentration of our business, adverse events in areas where we operate could negatively impact our business, and our geographic concentration could limit the number of customers seeking our services.

Because of the concentration of our business in three relatively small geographic areas, the oil sands region of Alberta, Canada, the coal producing, Bowen Basin region of Queensland, Australia and the iron ore producing, Pilbara region of Western Australia, we have increased exposure in these areas to political, regulatory, environmental, labor, climate or natural disasters such as forest fires or flooding, events or developments that could disproportionately impact our operations and financial results.

For example, in 2011 and 2017, cyclones and resulting flooding threatened our villages in Queensland, Australia.

Because of the concentration of our business in three relatively small geographic areas, the coal producing, Bowen Basin region of Queensland and New South Wales, Australia, the oil sands region of Alberta, Canada and the iron ore producing, Pilbara region of Western Australia, we have increased exposure in these areas to political, regulatory, environmental, labor, climate or natural disasters such as forest fires or flooding, events or developments that could disproportionately impact our operations and financial results.

For example, in 2011 and 2017, cyclones and flooding threatened our villages in Queensland, Australia.

Similarly, in 2011 and 2016, forest fires in northern Alberta impacted areas near our Canadian oil sands lodges.

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Our business and growth strategies depend in large part on customers outsourcing some or all of the services that we provide.

Many natural resources companies in our core markets own their own accommodations facilities, while others outsource all or part of their accommodations requirements.

Many natural resources companies in our core markets own their own accommodations assets, while others outsource all or part of their accommodations requirements.

Customers have largely built their own accommodations in the past but will outsource for additional capacity or if they perceive that outsourcing may provide quality services at a lower overall cost or allow them to accelerate the timing of their projects.

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These competitors offer similar services in the geographic regions in which we operate.

Many natural resources companies in our core markets own their own accommodations facilities and outsource their service requirements, while others outsource all or part of their accommodations requirements.

Many natural resources companies in our core markets own their own accommodations assets and outsource their service requirements, while others outsource all or part of their accommodations requirements.

As a result of competition, we may be unable to continue to provide our present services, to provide such services at historical operating margins or to acquire additional business opportunities, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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business as a result of the economic disruption caused by COVID-19, and experienced a corresponding decrease in our occupancy and profitability.

Volatility in commodity price levels, any future global health crises, inflationary pressures, actions taken by OPEC+ to adjust production levels, geopolitical events such as the ongoing Russia/Ukraine and Middle East conflicts, and regulatory implications on such prices, among other factors, could cause our Canadian oil sands and pipeline customers to reduce production, delay expansionary and maintenance spending and defer additional investments in their oil sands assets, which would cause a decrease in customer demand for our accommodations.

Volatility in commodity price levels, any future global health crises, inflationary pressures, actions taken by OPEC+ to adjust production levels, geopolitical events such as the ongoing Russia/Ukraine and Middle East conflicts, and regulatory developments affecting such prices, among other factors, could cause our Australian met coal customers and Canadian oil sands and pipeline customers to reduce production, delay expansionary and maintenance spending and defer additional investments in their oil sands assets, which would cause a decrease in customer demand for our accommodations.

Increased operating costs and limited cost recovery through pricing or contract terms may constrain our ability to make a profit.

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Further, the U.S.

and other countries from time to time may impose tariffs that affect the goods or raw materials we or our customers use or the products our customers provide.

and other countries have imposed and from time to time may impose or expand tariffs that affect the goods or raw materials we or our customers use or the products our customers provide.

Any new tariffs impacting us or our customers could result in a cost increase in operating our lodges and villages or impact the demand for the services that we provide.

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Our business is labor intensive requiring a significant number of employees to perform housekeeping, janitorial and food service functions at our locations or locations that we manage.

As our operations grow or our occupancy increases, we require additional staff to take care of our guests at a standard we deem appropriate and to operate safely.

As our operations grow or our occupancy increases, we require additional staff to take care of our guests at a standard we deem appropriate and necessary to operate safely.

If we are unable to hire a sufficient labor force, we could be required to increase wages or use temporary labor at a higher cost and reduced efficiency.

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The inability to develop and maintain relationships and to be in compliance with local requirements could have an adverse effect on our business and results of operations.

Development of permanent infrastructure in the areas where we locate our assets could negatively impact our business.

Development or required use of permanent infrastructure in the areas where we locate our assets could negatively impact our business.

We specialize in providing hospitality services for workforces in remote areas which often lack the infrastructure typically available in nearby towns and cities.

If permanent towns, cities and municipal infrastructure develop, grow or otherwise become available in the regions of Australia where we operate, the oil sands region of northern Alberta, Canada or the west coast of British Columbia, then demand for our hospitality services could decrease as customer employees move to the region and choose to utilize permanent housing and food service.

If permanent towns, cities and municipal infrastructure develop, grow or otherwise become available in the regions of Australia where we operate, the oil sands region of northern Alberta, Canada or

the west coast of British Columbia, then demand for our hospitality services could decrease as customer employees move to the region and choose to utilize permanent housing and food service.

The majority of our Canadian business depends on providing accommodations and related services to fly-in/fly-out workers supporting natural resource development projects, including oil sands operations in Alberta, Canada.

Certain provincial government officials and policymakers, including representatives of the Government of Alberta, have publicly expressed a preference for increased use of local workforces and for workers to reside in nearby communities, such as Fort McMurray, rather than utilizing fly-in/fly-out employment models supported by temporary workforce accommodations and camps.

Although there is currently no comprehensive legislation prohibiting fly-in/fly-out arrangements, government policies, permitting decisions, infrastructure planning, fiscal incentives, or informal regulatory pressures could increasingly discourage or restrict the use of workforce camps or other temporary accommodations.

Such measures could include limitations on approvals for new camps, restrictions on the expansion or renewal of existing facilities, or incentives favoring permanent residential development over temporary accommodations.

If resource operators respond to these policies by reducing or eliminating fly-in/fly-out employment practices, relocating workers to permanent housing in local communities, or delaying or canceling projects that rely on a transient workforce, demand for our accommodations and services could decline.

Any such reduction in demand could result in lower occupancy rates, reduced revenues, impairment of long-lived assets, or the loss of existing or prospective customer contracts.

In addition, changes in workforce policies may occur with limited advance notice and could vary by jurisdiction or project, making it difficult for us to anticipate, plan for, or mitigate their impact.

We may not be able to offset adverse effects through diversification, price adjustments, or alternative uses of our assets, particularly where our facilities are located in remote or single-industry regions.

As a result, changes in government policy or regulatory attitudes toward fly-in/fly-out workforces could materially and adversely affect our business.

A failure to maintain food safety or comply with government regulations related to food and beverages or serving alcoholic beverages may subject us to liability.

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If we are unable to maintain food safety or comply with government regulations related to food, beverages or alcoholic beverages, the effect could be materially adverse to our business and results of operations.

Changes in U.S.

or foreign trade policies, including tariffs and other protectionist trade measures, may adversely impact our future net income, cash flows and financial condition.

administration has taken executive action and proposed additional measures intended to alter the U.S.

approach to international trade policy, the terms of certain existing bilateral or multi‐lateral trade agreements and trading arrangements

with foreign countries.

Such changes to U.S.

international trade policy, and retaliatory trade measures that foreign governments take in response, including the imposition of tariffs, sanctions, export or import controls, and other measures that restrict international trade, or the threat of such actions, could result in additional increases in the global cost of certain goods, services and cost of capital.

In addition, related geopolitical and domestic political developments, such as existing and potential trade wars and uncertainty regarding changes in trade policy, have increased and may continue to increase levels of political and economic unpredictability globally and the volatility of global financial markets.

As a result, prevailing macroeconomic conditions may adversely impact our future net income, cash flows and financial condition.

The majority of our major Canadian lodges are located on land subject to leases.

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In that event, we would be required to remove our accommodations assets and remediate the site at our own cost, which could be material.

For example, we did not renew an expiring land lease associated with our McClelland Lake Lodge in Alberta, Canada, which expired in June 2023, in order to support our customer’s intent to mine the land where the lodge was located.

Our assets associated with our McClelland Lake Lodge were demobilized, for which we recognized $15.4 million in demobilization costs, and completely removed from the existing site in the first quarter of 2024.

In addition, we completed the sale of the McClelland Lake Lodge assets in January 2024.

For example, we did not renew a land lease associated with our McClelland Lake Lodge in Alberta, Canada, that expired in June 2023 and sold the related assets in January 2024 in order to support our customer’s intent to mine the land where the lodge was located.

Our assets associated with our McClelland Lake Lodge were demobilized, for which we recognized $15.4 million in demobilization costs, and completely removed from the then existing site in the first quarter of 2024.

As of December 31, 2025, we had asset retirement obligation liabilities on our balance sheet of $16.9 million.

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Should the remediation requirement be accelerated, our near term cash obligation could be significantly larger than the liability currently on our balance sheet and could negatively impact our cash flows and liquidity.

Lease renewals and extensions are subject to government discretion and may be influenced by evolving policy priorities, permitting practices, infrastructure planning, or regulatory or political considerations.

Changes in government policy could increasingly discourage or restrict the continued use, expansion, or renewal of leased land for temporary accommodations, or could result in lease renewals being offered only on terms that are economically less attractive to us.

Also, in certain areas in which we operate, we are required to seek permits from local government agencies in order to build a new lodge or operate an existing lodge on leased land.

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Our operations are directly affected by seasonal differences in weather in the areas in which we operate.

During the Australian rainy season, generally between the months of November and April, our operations in Queensland and the northern parts of Western Australia can be affected by cyclones, monsoons and resultant flooding.

A portion of our Canadian operations is conducted during the winter months when the winter freeze in remote regions is required for exploration and production activity to occur.

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In connection with the transportation and installation of these facilities, we may be exposed to various risks, including:

• delays in necessary approvals to install the facilities or objections to our activities or those of our customers aired by aboriginal or community interests, environment and/or neighborhood groups which may cause delays in the granting of such approvals and/or the overall progress of a project;

• delays in necessary approvals to install the facilities or objections to our activities or those of our customers aired by aboriginal or community interests, environmental and/or neighborhood groups which may cause delays in the granting of such approvals and/or the overall progress of a project;

• challenges during installation, including problems, defects, inclement weather conditions, land contamination, cultural heritage claims, difficult site access or industrial relations issues;

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If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to our operations and could have a material adverse effect on our reputation, competitive position, financial position, results of operations or cash flows.

Cybersecurity threats in particular develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence.

Cybersecurity threats in particular develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (AI).

Due to evolving cybersecurity threats, it has and will continue to be difficult to prevent, detect, mitigate, and remediate cybersecurity incidents.

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Furthermore, these technologies may require refinements and upgrades, which may require significant investment by us.

As various systems and technologies become outdated or new technology is required, we may not be able to replace or introduce them as quickly as

needed or in a cost- effective and timely manner.

As various systems and technologies become outdated or new technology is required, we may not be able to replace or introduce them as quickly as needed or in a cost- effective and timely manner.

As a result, we may not achieve the benefits we may have been anticipating from any new technology or system .

We occasionally rely on commercially available software products to support and operate key business functions.

For many of these, third‑party vendors have incorporated, or are in the process of incorporating, AI capabilities into their products.

The integration of AI features by our suppliers introduces additional risks, including potential vulnerabilities arising from opaque or proprietary model architectures, limitations on our ability to independently audit or validate these AI‑enabled functions, and increased dependence on vendor‑driven updates or controls.

Although we have adopted risk‑mitigation principles and practices aligned with the National Institute of Standards and Technology Artificial Intelligence Risk Management

Framework (AI RMF), including processes designed to assess, monitor, and govern the behavior, security, and reliability of AI‑enabled systems, these measures are new and may not be sufficient to eliminate all risks associated with the use of AI technologies.

As a result, we may be exposed to operational, compliance, cybersecurity, and data integrity risks associated with the performance or behavior of embedded AI systems.

If these AI features do not function as intended, are improperly trained, or generate inaccurate, biased, or misleading outputs, we could experience system implementation failures, operational disruptions, or decision‑making based on erroneous information.

Such outcomes could adversely affect business performance, impair customer or stakeholder trust, or harm our reputation.

Loss of key members of our management could adversely affect our business.

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Our efforts to limit exchange risks may be unsuccessful, thereby exposing us to foreign currency fluctuations that could cause our results of operations, financial condition and cash flows to deteriorate.

Our indebtedness could restrict our strategy and operations and make us more vulnerable to adverse economic conditions.

As of December 31, 2025, we had approximately $182.8 million outstanding under the revolving portion of our Syndicated Facility Agreement (as amended to date, the Credit Agreement), $0.9 million of outstanding letters of credit and an additional $75.9 million in remaining capacity to borrow under the revolving portion of the Credit Agreement.

If market or other economic conditions remain depressed or further deteriorate, our borrowing capacity may be reduced.

Our Credit Agreement contains, and any future indebtedness we incur may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to, among other things, borrow funds, dispose of assets, pay dividends and make certain investments.

In addition, these covenants also may limit our ability to obtain future financings, make needed capital expenditures, withstand a continued downturn in our business or a downturn in the economy in general or otherwise conduct necessary corporate activities.

Our ability to comply with these covenants may be affected by events beyond our control.

Declines in commodity prices, or a prolonged period of commodity prices at depressed levels, could eventually result in our failing to meet one or more of the financial covenants under the Credit Agreement, which could require us to refinance or amend such obligations resulting in the payment of consent fees or higher interest rates, or require us to raise additional capital at an inopportune time or on terms not favorable to us.

A failure to comply with these covenants, ratios or tests could also result in an event of default.

A default under the Credit Agreement, if not cured or waived, could result in acceleration of all indebtedness outstanding thereunder.

The accelerated debt would become immediately due and payable.

If that should occur, we may be unable to pay all such debt or to borrow sufficient funds to refinance it.

Even if new financing were then available, it may not be on terms that are acceptable to us.

In addition, in the event of an event of default under the Credit Agreement, the lenders could foreclose on the collateral securing the credit facility and require repayment of all borrowings outstanding.

If the amounts outstanding under the credit facility or any of our other indebtedness were to be accelerated, our assets may not be sufficient to repay in full the money owed to the lenders or to our other debt holders.

Moreover, any new indebtedness we incur may impose financial restrictions and other covenants on us that may be more restrictive than our existing debt agreements.

Our ability to service our debt, including repaying outstanding borrowings under our Credit Agreement at maturity, will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.

If our business does not generate sufficient cash flows from operations to enable us to meet our obligations under our indebtedness, we will be forced to take actions such as reducing or delaying business activities, including dividend payments and share repurchases, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness or seeking additional equity capital.

We may not be able to effect any of these remedies on satisfactory terms or at all, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not have adequate insurance for potential liabilities and insurance may not cover certain liabilities.

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The cyclical nature of our business and a severe prolonged downturn has, and could in the future, negatively affect the value of our long-lived assets and our goodwill.

We recorded impairments of our long-lived assets of $11.6 million, $1.4 million and $5.7 million in 2024, 2023 and 2022, respectively.

As of December 31, 2024, goodwill at our Australian reporting unit represented 2% of total assets, or $7.0 million.

We recorded impairments of our long-lived assets of zero, $11.6 million and $1.4 million in 2025, 2024 and 2023, respectively.

As of December 31, 2025, goodwill of $7.5 million at our Australian reporting unit represented 2% of total assets.

Factors that may cause us to recognize further impairment losses on our long-lived assets or on the goodwill at our Australian reporting unit include, among other things, extended periods of limited or no activity by our customers at our lodges or villages, increased or unanticipated competition, and downward forecast revisions or restructuring plans or if certain of our customers do not reach positive final investment decisions on projects with respect to which we have been awarded contracts to provide related accommodation, which may cause those customers to terminate the contracts.

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Our forward-looking statements assume that we will successfully integrate our acquisitions and realize these intended benefits.

For example, on February 18, 2025, we entered into a definitive purchase agreement with a private seller to acquire four villages with 1,340 rooms in Australia’s Bowen Basin and the associated long-term customer contracts.

The Proposed Acquisition is anticipated to close in the second quarter of 2025, subject to the receipt of required regulatory approvals and the satisfaction of other closing conditions.

The success of the Proposed Acquisition and any other acquisitions we make depends, in large part, (i) on the risk that any such acquisition may not be completed in a timely manner or at all, which may adversely affect our business and the price of our common shares, and (ii) our ability to realize the anticipated benefits, including operating synergies from integrating these assets, which were previously operated independently, and retaining key employees, vendors and customers associated with the acquired assets.

An inability to successfully integrate the acquired assets or businesses and to realize expected strategic advantages as a result of any acquisition, including the Proposed Acquisition, would negatively affect the anticipated benefits of such acquisition.

For example, on May 6, 2025, we acquired the assets of Qantac Pty Ltd (Qantac), located in Queensland, Australia (the Qantac Acquisition) for total consideration of A$105 million (or approximately US$68 million) in cash.

The Qantac Acquisition included four villages, with 1,368 rooms in Australia’s Bowen Basin and the associated accommodation assets, land and customer contracts.

There can be no assurance that we will successfully integrate the assets from the Qantac Acquisition into our existing operations in the Bowen Basin or realize the anticipated synergies, operating efficiencies or financial benefits within the expected timeframe, or at all.

Additionally, the success of any other acquisitions we make depends, in large part, (i) on the risk that any such acquisition may not be completed in a timely manner or at all, which may adversely affect our business and the price of our common shares, and (ii) our ability to realize the anticipated benefits, including operating synergies from integrating such assets and retaining key employees, vendors and customers associated with such acquired assets.

An inability to successfully integrate acquired assets or businesses and to realize expected strategic advantages as a result of any acquisition would negatively affect the anticipated benefits of any such acquisition.

Additionally, an acquisition may bring us into businesses we have not previously conducted or geographies in which we have not previously operated and expose us to additional business risks that are different from those we have previously experienced.

Our future success depends, in part, upon our ability to manage this expanded business, which will pose substantial challenges for our management, including challenges related to the management and monitoring of new operations

and associated increased costs and complexity.

If we fail to manage any of these risks successfully, our business could be harmed.

Our capitalization and results of operations may change significantly following an acquisition, and our shareholders may not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in evaluating future acquisitions.

Our indebtedness could restrict our operations and make us more vulnerable to adverse economic conditions.

As of December 31, 2024, we had approximately $43.3 million outstanding under the revolving portion of our Syndicated Facility Agreement (as then amended to date, the Credit Agreement), $1.1 million of outstanding letters of credit and an additional $197.0 million in remaining capacity to borrow under the revolving portion of the Credit Agreement.