NanoXplore Inc.

Good day, and thank you for standing by. Welcome to the Nano Explorer first quarter 2026 earnings conference call. At this time, all participants are in listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Pierre E. Therese, Vice President of Corporate Development.

Please go ahead. Good morning, everyone, and thank you for joining this discussion of NanoExplorer Financial and Operating Results for the first quarter of fiscal 2026. The press release reporting these results was published yesterday after market closed and can also be found on our website along with our financial statement and MD&A. These documents are also available on CEDAR+. Before we begin, I'd like to remind you that today's remark, including management outlook and answers to questions, contained forward-looking statements. These forward-looking statements represent our expectation as of today, November 13, 2025, and accordingly are subject to change. Such statements are based on assumptions that may not materialize and are subject to risk and uncertainties. Actual results may differ materially, and listeners are cautioned not to place undue reliance on these forward-looking statements. A description of the risk factor that may affect future results is contained in NanoExplorer, annual information form available on our corporate website and in our filings with the Canadian Securities Administrator on CEDAR+. On the call with me this morning, we have Sorouche Nazarpo, CEO, Rocco Marinaccio, our COO and incoming CEO, and Pedro Azevedo, our CFO. After remarks from Sorouche, Rocco and Pedro will open the call to questions from financial analysts. Let me turn the call over to Sorouche.

Thank you, PY. As many of you already know, we announced back in September that I would be transitioning the leadership role to Rocco. This transition marks the next chapter in Nanoexplore's journey, one that builds on our strong foundation of innovation, operational excellence, and disciplined growth. This strategic transition is nearly complete and being done with Nanoexplore long-term growth and success firmly in mind. Over the past 15 years, I've had the privilege of founding and leading Nanoexplore from a bold idea to the thriving company we are today. During this period, Nanoexplore evolved from a small R&D venture into a publicly traded vertically integrated materials company with around 400 employees, multiple production sites, and global partnerships. We became the world's largest graphene producer, commercialize graphene-enhanced products at an industrial scale, achieved around $130 million in annual revenue, and established a strong foothold in both transportation and industrial markets. A pivotal moment in our recent success came in September when we announced our largest-ever graphene powder sales agreement with Chevron Phillips Chemicals, a contract that's progressing very well. That brings me to the news I mentioned. After deep reflection and discussion with our board, I have decided that it was the right time for me to step aside from my day-to-day role as CEO and transition to vice chair of the board. Effective December 4, 2025, I will focus my energies on long-term strategic growth plan and closely work with current management to achieve our long-term objectives of organic growth and financial performance with a clear objective of creating shareholder value. I would like to extend my gratitude to the board, management, employees, and shareholders for all these years of dedicated collaborative work and support. I'm deeply proud of what we have achieved together and confident that NanoExplore is well positioned for its next phase of growth. With that, I will turn it over to Rocco.

Thank you, Sarush and PY, and good morning to everyone joining us on the call. As Saroosh mentioned, effective December 4th, 2025, I will officially assume the role of Chief Executive Officer. I greatly value the continuity and strategic insight that Saroosh's continued involvement as Vice Chair of the Board will bring to this next chapter for the company. Our company is stronger than ever. Supported by a robust commercial pipeline, a growing and diversified revenue base, strong IP portfolio, industry-leading graphene manufacturing capabilities, and a culture of innovation and excellence that's ready to accelerate. As I take on this new role, I bring the same energy and dedication that I've applied over the past seven years as COO, driving scale-up efforts across North America and Europe. Since 2021, we've achieved significant operational efficiencies, improving gross margins by 11 percentage points while expanding our customer base. Looking ahead, my focus will remain on execution, innovation, and growth, continuing to strengthen our position as a global leader in graphene materials, particularly in applications such as drilling fluids, insulating foams, and plastic. As I step into the CEO role, my focus is clear. To build on our growing momentum, deliver sustained value for our shareholders, and continue pushing the boundaries of what is possible with graphene. Looking at the first quarter, our graphene enhanced solutions business was again impacted by softness in the transportation sector, particularly from our two largest customers. However, we're beginning to see early signs of stabilization, and we expect demand to gradually recover during the second half of fiscal year 2026. On the positive side, we have started supplying Chevron Phillips chemical, and all indicators point to significant growth opportunities as we work together to identify additional applications. In addition, yesterday we announced Club Car as a new customer, which we are supporting from our new facility in Statesville, North Carolina. This long-term contract is expected to generate approximately $15 million in annualized revenues and I'm pleased to report that production is already underway. This is a significant development for the company, clearly demonstrating our graphene-enabled differentiation translating into a major win. We look to build on this momentum as we pursue additional opportunities. We recently completed a $25.7 million equity financing supported by new and existing shareholders, including a pro-rata investment from Martin Rea, our largest shareholder. This financing strengthens our balance sheet and provides us the ability to scale dry process graphene production, enabling us to pursue new and larger market opportunities. We remain on track to have our first fully commercial dry graphene module installed by March 2026, with initial revenues expected to begin by the end of our fiscal year 2026. This first module represents an important milestone for NanoExplorer, adding between 500 to 1,000 tons per year of new capacity, depending on product grades. This positions us to meet growing customer demands in markets that were previously not addressable and further solidifies our leadership and high quality, high volume graphene production. Looking ahead to the full fiscal year, we anticipate two distinct phases of performance. In the first half, our graphene-enhanced solution business faced volume reductions from our two largest customers, leading to softer Q1 results than expected. However, we are encouraged by early signs of market stabilization and expect sequential improvement in Q2 as new customer programs ramp up and underlying demand begins to recover. As we move into the second half of the year, we expect growth to accelerate, driven by increased graphene powder sales, the ramp up of production at our Statesville facility, and the recovery of volumes in our graphene enhanced solutions business. Together, these catalysts position us for a strong finish to fiscal 2026 and set a solid foundation for sustained growth into fiscal 2027. In summary, while we experienced a temporary pause in growth over the past three quarters, we are entering a period of renewed momentum. We secured a major new customer in CP Chem and are advancing additional opportunities within our highest margin business segment. At the same time, we are ramping up production for Club Car at our new Statesville facility and making meaningful progress on our dry graphing initiative. Overall, we expect both growth and profitability to be weighted toward the second half of the year. We are energized by our recent customer wins, which opened new growth markets, and we remain focused on optimizing operations, building strong customer partnerships, and converting top line progress into sustainable bottom line performance. With that, I'll now turn the call over to Pedro to walk you through our financial performance.

Good morning, everyone. Today I will begin with a review of our Q1 financial results, followed by an update on financial aspects of our five-year plan, and conclude with some commentary on near-term capex spending and revenue guidance for fiscal year 2026. But before jumping into the details, I wanted to highlight that the contract with Chevron Phillips Chemical is very important financially for NanoExplore. Selling price is in line with the previously stated range for graphene powder, and as volume ramps up over the year and into future years, this contract will produce strong cash flows and drive higher margins and operating leverage. We have already received and delivered orders and expect growth to be strong, but not yet easily predictable, as CP Chem is in its initial phase of product rollout and marketing strategy. Total revenues in Q1 were 30% lower than Q1 2025 at $23.4 million. This decrease was mainly due to a reduction in demand from our two largest customers as volumes have slowed to historically low levels after strong demand last year. Our two largest customers, along with others in medium-duty and heavy-duty transportation sector, have reported layoffs and cadence reductions due to the current economic environment. Adjusted gross margins, which exclude depreciation, has percentage of sales with 17.3%, a decrease versus 21% last year. This was mainly driven by lower manufacturing overhead cost of absorption, resulting from lower volumes partly offset by a favorable product mix effect resulting from higher graphene powder sales. This lower adjusted gross margin broke a multi-year quarterly improvement streak, but we expect that this is a temporary situation with a resumption of the streak by the second half of the year. Adjusted EBITDA was a loss of $1.4 million, a decrease of $2.5 million versus last year. and was comprised of loss of $1.3 million in the advanced materials, plastics, and composite product segment, a decrease of $2.8 million versus last year, and by a loss of $71,000 in the battery cells and material segment, an improvement of $320,000 versus last year. Regarding our balance sheet and cash flows, we ended the quarter with $10.1 million in cash and cash equivalents, and $7.7 million in short-term and long-term debt. Our cash, along with the unused space in our revolving credit lines, resulted in total liquidity of $20.1 million at September 30th. Our recent $25.7 million equity financing closed on October 30th is not included in these numbers. Operating cash flows were negative $6.2 million, mainly from changes in working capital items and as typical in the first quarter. Cash flows from financing activities were positive $1.4 million, resulting from equipment lease financing advances inflows of $3.2 million and debt lease repayments of $1.6 million. Finally, cash flows from investing activities were negative $3.7 million, mainly due to capital expenditure payments. At the end of September, the company had used a cumulative cash amount of $7 million on capital expenditures for projects in progress that will be financed during Q2 with the RBC credit facility. Moving now to an update on financial aspects of our five-year strategic plan. With regard to the expansion of graphene enhanced solutions capacity in Sainte-Claude-des-Bolles, this expansion increased our capacity to produce parts for one customer by 50%. As a reminder, A large portion of this capacity expansion was paid by our customer. However, the capacity expansion currently remains underutilized due to reduced demand in the medium-duty truck support sector. We expect capacity utilization to increase during the second half of our fiscal year 2026. Our U.S. expansion, which includes both graphene-enhanced SMC as well as additional capacity for the graphene-enhanced solutions business, was completed during the quarter. Start of production for Club Car began in early October in our new plant in Statesville, North Carolina. Including Club Car, we currently have an incremental $40 million per year of awarded programs that will start production over the next 18 months. Turning now to our near-term CAPEX spending and fiscal year 2026 guidance. CAPEX spending during the quarter was as is expected. We spent $3.7 million and expect to spend another $4 million in each of the next two quarters as we complete the spending on graphene-enhanced SMC initiative and the first module of the dry process grade graphene line. As previously mentioned, this will be financed through our RBC credit facility. Regarding our fiscal year 2026 guidance, the economic environment remains unclear and forecasts from customers in the transportation sector remain volatile. While forecasts from our two largest customers indicate volume growth in the second half of our fiscal year, these could be delayed till later in 2026 as we experienced last year. New business starting in Q2 will partially offset the current volume reductions, but growth rate and order frequency from these customers are not yet established. We believe Q1 revenues will be the trough of the fiscal year, with potential quarterly revenue growth thereafter. As such, and based on the visibility we have today, we are cautious in our expectations and guide to full-year revenues between $115 million and $125 million.

Thank you, Pedro. Operator, we can now open the lines for questions.

Thank you. As a reminder, to ask a question, please press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. Please stand by. We will compile the Q&A roster. Our first question comes from the line of Amir Ezzet with Ventum Capital Markets. Your line is now open.

Good morning. Thanks for taking my question. Good morning, Amber. Now that we're more than a month into the CP Chem deliveries, can you walk us through whether early volumes are tracking to the commercialization curve you and CP Chem envisioned? Then in the same vein, I'm wondering if you have any operational feedback from the first batch of wells that informs your scaling plans?

Sure. Good question, Hammer. So we're a month into the contract. We signed it late September, started October 1st. How we're tracking to initial projections, I'll tell you, we're tracking higher than what we believed we would be. The rollout's been quicker than anticipated, which is obviously positive. Feedback from customers that have trialed the material has all been positive. in line with expectations as to what the customer can expect. Again, all the feedback that we've received so far, positive. Marketing from CP Chem is starting early December, so they haven't even started officially marketing the product, and that will occur in December. So we expect demand to continue to increase and in line with expectations.

Okay, that's great news. How is it that demand is tracking ahead of expectations if they're not marketing the product? Can you help us understand, is that contract structured in a way that allows accelerated volume pull forward if CP Chem wants to move harder on their own commercialization, or is it like a RAM that's strictly linear?

Yeah, so how are they achieving greater than expected volumes? Well, water mouth. When the initial trials were done with NanoSlide, they were done in the most stringent areas in the US. The community, the oil drilling community understood the results, and that's how the demand has increased pretty quickly. not uncommon in the industry for competitors to purchase competitor material and label it themselves. That is underway as well. Competitors are trawling products, and if they feel a need, they're more than able to purchase the product and label it as their own. And we see early signs of that occurring as well.

Fantastic. Maybe one on the guidance, um, the revenue range that you guys gave, like at least, um, if I use the midpoint implies an average of $32 million per quarter over the next three quarters, I'm assuming, you know, like, like you guys are saying Q2 is a bit of a recovery, but H2 stronger. Uh, but I'm wondering if you could unpack the building blocks here. How much of that sort of jumped to an average of $32 million a quarter versus the 20s you guys reported? Is uplift driven by powder versus composites versus recovery, I guess, from your two largest customers?

So if I can answer that, so the average is correct. That is the average for the rest of the three quarters. But as we said, it will be a ramp up. So you should expect Q2 to build on Q1 and then Q3 and Q4 to build on each previous quarter. I think you can ramp it up that way to get to that 120, let's say, midpoint. Most of that revenue growth is going to come from the recovery from the volumes from the two largest customers. We expect some recovery. We just don't know to what extent, which is why the range is somewhat wide right now. The growth of CP Chem will come, but the values that we're talking about are not going to be so material to be influencing that much the guidance. They're going to be there, they're going to be important, and they're going to contribute more to the bottom line. But in terms of top line, the majority of that is going to be from the addition of ClubCar, from the recovery of the sales, the volumes, to the two largest customers.

Okay, that's very clear. Then, like, on the club car, you know, like, how quickly do you expect that to scale towards steady states? And I just want a point of clarification. Is this additive to the $40 million composites target that you guys spoke to in the last conference call you guys said in the next... few years um you've got a few programs that sort of ramps you to like 40 million i'm assuming that 15 million um is included in that 40 million that you guys spoke to because you guys were already speaking about a new customer that you guys haven't announced or haven't announced yeah amir correct so the 15 million is inclusive of the 40 so it's not uh incremental too

We announced in the release yesterday that this was takeover work, so it's not traditional business that you win and it launches in two years. We essentially, early October we launched and the ramp up went from 25% of the volume to 100% within the week. So there's been a ramp. We're already at full volume, I'll tell you that. The ramp has been quick. And we're very excited. I mean, if you look at the volume of golf cards produced, everything coming out of Evans, Georgia, we're supplying every single one of them. So it's great business for us.

Fantastic. Congrats, and I'll pass the mic. Thank you.

Our next question comes from the line of James McGargle with RBC. Your line is now open.

Thanks for having me on. I just wanted to follow up on that question on the revenue guidance. You mentioned in the press release the guidance is based on your customer's near-term forecast. So can you just kind of share what those forecasts are a little bit more specifically? And a quick follow-up, is it the new module? Is that in guidance or would that be upside to your guidance for fiscal 2026?

Good morning, James. So first to your first question, the volume is based on what we see from our customers without the expectation of significant recovery of all. It is based on what we believe is a more appropriate forecasting for the rest of the year of growth from these two main customers. So it can be upsized, which is why the 125 could be on the upper end. It could even be exceeded. But we're not ready to guide that, and we're guiding the 115 to 1.5. When it comes to Club Car, the business is there. So we, and as Rocco just explained, the business has hit its normal rate for the rest of the fiscal year. There is a seasonality to it. We know that it's going to be a little bit higher over the next two quarters, our fiscal quarters, and then kind of dip down a little bit after that. So we can predict those kinds of volumes to some extent. And finally, your question on dry process graphene. Right now, we expect dry process graphene to start generating some sales in the fourth quarter before the year end, as we've talked about. And the volumes that we would expect to sell at first are going to be fairly small. They're not going to be material to the sales levels, but they're going to be important as a stepstone, as a milestone for the company to start generating those revenues. So you could argue that they're not included in our numbers, so they could be upside, but they would not be material to influence 125 to 128 or 130 or something like that. But to be honest, it is possible that it'll contribute to the guidance that I provided.

And then in terms of the margin recovery, I guess two things. One, you mentioned the gross margin streak, the improvement. should resume in the back half. I guess the first part of my question is, does that mean Q2 margins should be lower versus Q1? And then in Q3 and Q4, as volume starts to recover, top line starts to recover, should we start anticipating margins more closely in line with last year? Or do you still expect margins to be down year over year, but just improving quarter over quarter?

Yeah, so the answer is that the growth into next quarter will be better than what we have. So the 17.5% that we had this quarter was really because of the volume level. And in your initial report, you kind of commented that they were down versus expectations, but it really was mainly driven by the volume and nothing else. The recovery that's going to happen in Q2, it will start growing back. And the streak will resume, but only in the second half, because my comment on the streak is that it relates to last year's Q1, or in this case, last year's Q2. So we expect Q2 to be a little bit lower than the Q2 of last year, or very close to it. And then in Q3, resume that year-over-year quarterly improvement in margins. So I don't know if that's clear, but we expect by the end of the year to be upwards of 24% again, and resume that streak into fiscal year 2027, growing into the 25, 26% and such as the proportion of graphene powder sales increases.

That makes a lot of sense. I appreciate the time, and I'll turn the line over. Thank you.

Yeah, thanks, James.

Our next question comes from the line of Melissa Dean with National Bank Capital Markets. Your line is now open.

Hi, everyone. Thanks for taking my questions. Could you provide some clarity on the CapEx expectations for the graphene and anode material initiative, and namely on the dry graphene side of things? Is this the entire $25 million of equity financing that you issued? And with that, if you can kind of give us an estimated capital layout timeline, if possible.

Yeah, so you have a few questions in there. So first, the expectation for the next two quarters is that we're going to focus on completing our graphene enhanced solutions investments, which is the investments in our state field site and SMC materials in the BOSE plant. So that's going to be the majority of the amounts in Q2 and Q3 as we finish those initiatives. That represents, give or take, $3 million or so out of the four in each of the next two quarters. The extra amount to get to four represents the dry process graphene, the first module line that we are putting in. We're about halfway in terms of cost, let's say, maybe a little bit less than halfway. We will complete that by the end of the third quarter, and that represents the four and four that I mentioned. After that, We plan to grow the CAPEX mainly on the dry process graphene expansion, and that will be dictated by the demand that we see from our customers and the acceptance into the market of this new grade of product. So each module will be about $2 million, and each of these modules, as Rocco mentioned, is somewhere between 500 and 1,000 tons. So depending on the growth, we will be putting in the second and third and potentially fourth line over time, The time will be dictated by the demand, but the growth of that capacity will really be on a modular basis, and that's important for you to know. And the last question you were asking, the $25 million cash that we received from equity is going to be partially to support that growth. We earmarked about $20 million out of the $25 million that would be going into these modules. Now that's going to be over time. I can't say whether it's 18 months, two years, three years, but that's how we expected the equity financing to support that growth.

Perfect. Understood. And with that, how is the testing and traction with this new dry process grapheme going with customers and testing partners? Is it better than you expected or in line with expectations?

So I'll take that question. So the dry process grapheme really addresses markets that were not addressable to us previously, or we didn't believe they were. So testing has been, I would say, very good in markets where previously were not achievable, if you will. So new grades of product address key markets, phones, for example, and we'll say that testing is in advanced stages with a lot of customers, and I would say it's extremely positive right now.

That's great to hear. And just switching gears, can you give us an update on the insulation foam customer and the advancements you're making there? I saw you mentioned it in your press release, and you've previously noted this opportunity could be larger than the drilling solutions one, noting a minimum of $15 million per year in sales potential. So, yeah, just an update on that opportunity and if you're still maintaining those expectations.

So I don't know exactly what you're referring to in terms of that it could be bigger. We can certainly go back and review what we said previously. I'll say that we're working with multiple customers in this space. Big names, I'll tell you that. But disclosing who they are, we're not ready to do that yet. But we have multiple customers in various stages, some further along, some in advance. But, you know, it is a big, big market.

If I may, I think what you're referring to, just to help the conversation along, is I think you're talking about the addressable market is larger than what we think it would be for drilling fluids. That is actually correct. The dry process graphene, as Rocco explained, addresses a market today that we can't really access. The performance of the wet process does not deliver the expectations to the level that the customer wants. But the dry process graphene is showing early signs that it does. And that's where we see a lot of possibilities down the road that could be, yes, indeed larger than the drilling fluids side, which we think is already going to be pretty big. But the $15 million that you mentioned, the only $15 million that we remember talking about, either myself or Rocco, is really the side related to the club car business. That's the only $15 million that we recall talking about.

Okay, and when could we see this opportunity presenting itself in your results if you're able to kind of give any outlook there?

Yeah, so as indicated, you know, once the line is up and running in March of 2026, by the end of that fiscal year, so let's say June, July timeframe, we'll start initial revenues, right? So you'll see them in fiscal year 2027. Timing of that is still yet to be determined.

Okay, perfect. I'll leave it there. Thank you.

Thank you. Our next question comes from the line of Marvin Wolf with Paradigm Capital. Your line is now open.

Yes, good morning, and congratulations on the club car mandate. I'm wondering, with this win, is there any other potential recreational applications that are coming to your door, things like ATVs, you know, other types of sports recreational equipment?

Good question. Thanks, Mark. Yeah, I mean, our team is working with many different potential customers, right? The key with Club Car, as seen even with our current customers in Packard, they've seen the benefits of graphing enhanced material, and they've tested, they've adopted it, right? So as we get our product into the market, it becomes... you know, much more commercial in the sense where there's more lineups of customers that want to try and understand the benefits as well. So we're in talks with multiple customers in different segments. We felt it was very important to diversify from just strictly transportation for obvious reasons. And I think with the Club Car win, we did that, right? And that's just a stepping stone into potential future business.

Now, can you speak in rough terms? Are we talking about the front clip? Are we talking about the rear clip that covers the motor and all that kind of stuff? Or is it a big valley pan?

We do a front and rear underbody. So essentially, the backside where you put your golf clubs and the whole front side where you put your feet and the pedals and all that, we're doing both, the whole thing.

Okay. Okay. That's great. I'm sure we're all golfers to some extent, so we all understand the product.

There you go. Indeed. So anyone may have our product on.

Thanks a lot. That's super.

Thank you. And I'm currently showing no further questions at this time. I'd like to hand the call back over to Pierre E. Therese for closing remarks.

Okay, well, thank you, everyone, for participating on this call, and we wish you all a very good day.

This concludes today's conference. Thank you for your participation. You may now disconnect.