TORONTO, ON / ACCESS Newswire / May 4, 2026 / Talent acquisition firm The Caldwell Partners International Inc. ("Caldwell" or the "Company") (TSX:CWL)(OTCQX:CWLPF) announces that the Toronto Stock Exchange (the "TSX") has accepted Caldwell's notice to make a normal course issuer bid (the "2026 Bid") to purchase for cancellation up to 2,023,669 common shares in the capital of the Company ("Common Shares") in total, being 10% of the public float of 20,236,698Common Shares as at April 22, 2026, to be transacted through the facilities of the TSX or through a Canadian alternative trading system, at prevailing market prices or as otherwise permitted. The actual number of Common Shares that may be purchased pursuant to the 2026 Bid will be determined by management and the Investment Committee of the Company ("Management"). The 2026 Bid will commence on May 6, 2026 and will terminate on May 5, 2027, or such earlier time as the 2026 Bid is completed or terminated at the option of Caldwell.
Purchases pursuant to the 2026 Bid will be made by Beacon Securities Ltd. ("Beacon") on behalf of the Company. Decisions regarding the timing of purchases under the 2026 Bid will be determined by Management based on market conditions, share price and other factors. Management may elect to suspend or discontinue the 2026 Bid at any time. Any purchases pursuant to the 2026 Bid will be financed from the working capital of Caldwell.
In accordance with the rules of the TSX governing normal course issuer bids, the total number of Common Shares the Company is permitted to purchase is subject to a daily purchase limit of 3,812 Common Shares, representing 25% of the average daily trading volume of Common Shares on the TSX calculated for the six-month period ended April 30, 2026, being approximately 15,250 Common Shares. However, the Company may make one block purchase per calendar week which exceeds the daily repurchase restriction. The price that Caldwell will pay for any Common Shares under the 2026 Bid will be the prevailing market price on the TSX at the time of such purchase. Outside of pre-determined blackout periods, Common Shares may be purchased under the 2026 Bid based on management's discretion, in compliance with TSX rules and applicable securities laws.
The Board of Directors of Caldwell believes that the underlying value of the Company may not be accurately reflected at times in the market price of the Common Shares. Accordingly, the purpose of the 2026 Bid is to enhance long-term shareholder value through the purchase and cancellation of Common Shares at a discount to the underlying value of the Company. Furthermore, the purchases by Caldwell will help mitigate the dilutive effects of any future potential issuances of additional Common Shares.
A copy of the Form 12 (Notice of Intention to Make a Normal Course Issuer Bid) filed with the TSX in connection with the 2026 Bid can be obtained from the Company upon request without charge.
As of the close of business on April 22, 2026 (the date used in connection with Caldwell's notice to the TSX regarding the 2026 Bid), the Company had 29,498,836 Common Shares issued and outstanding.
Automatic Securities Purchase Plan
In connection with the 2026 Bid, the Company has entered into an Automatic Securities Purchase Plan ("2026 ASPP") with a designated broker. The 2026 ASPP is intended to allow for the purchase of Common Shares under the 2026 Bid when the Company would ordinarily not be permitted to purchase Common Shares due to regulatory restrictions and customary self-imposed blackout periods.
Pursuant to the 2026 ASPP, the Company has provided instructions to the designated broker to make purchases under the 2026 Bid in accordance with the terms of the 2026 ASPP, which may not be varied or suspended during the term of the 2026 ASPP unless done so in accordance with the 2026 ASPP. Such purchases will be determined by the designated broker at its sole discretion based on purchasing parameters set by the Company in accordance with the rules of the TSX, applicable securities laws and the terms of the 2026 ASPP. Common Shares will be purchased through the facilities of the TSX or through a Canadian alternative trading system.
Outside of pre-determined blackout periods, Common Shares may be purchased under the 2026 Bid based on management's discretion, in compliance with TSX rules and applicable securities laws. All purchases made under the ASPP will be included in computing the number of Common Shares purchased under the 2026 Bid. Decisions regarding the timing of purchases under the 2026 Bid will be determined by management of the Company based on market conditions, Common Share price and other factors. Management may elect to not purchase any Common Shares under the 2026 Bid, or may elect to suspend or discontinue the 2026 Bid at any time.
2025 Normal Course Issuer Bid
Caldwell previously commenced a Normal Course Issuer Bid on January 27, 2025 (the "2025 Bid"). The 2025 Bid, which permitted the purchase of up to 2,370,191 Common Shares, was terminated on January 28, 2026. A total of 150,000 Common Shares were purchased for cancellation under the 2025 Bid at an average purchase price of C$0.87 per share. All such purchases under the 2025 Bid occurred through the facilities of the TSX, alternative Canadian trading systems or the block purchase exemption in a private transaction pursuant to an issuer bid exemption order issued by a securities regulatory authority or other exemptions permitted by applicable securities regulations. In connection with the 2025 Bid, the Company entered into an Automatic Securities Purchase Plan ("2025ASPP") with Beacon. The 2025 ASPP was intended to allow for the purchase of Common Shares under the 2025 Bid when the Company would ordinarily not be permitted to purchase Common Shares due to regulatory restrictions and customary self-imposed blackout periods.
About Caldwell Partners
Caldwell Partners is a technology-powered talent acquisition firm specializing in recruitment at all levels. Through two distinct brands - Caldwell and IQTalent - the firm leverages the latest innovations in AI to offer an integrated spectrum of services delivered by teams with deep knowledge in their respective areas. Services include candidate research and sourcing through to full recruitment at the professional, executive and board levels, as well as a suite of talent strategy and assessment tools that can help clients hire the right people, then manage and inspire them to achieve maximum business results.
Caldwell Partners' common shares are listed on The Toronto Stock Exchange (TSX:CWL) and trade on the OTCQX Market (OTCQX:CWLPF). Please visit our website at www.caldwell.com for further information.
Forward-Looking Statements
We are subject to many factors that could cause our actual results to differ materially from those contemplated by the relevant forward looking statement including, but not limited to our ability to attract and retain key personnel; exposure to departing partners taking our clients to another firm; the performance of the US, Canadian and international economies; technological advances that may significantly disrupt the labour market and weaken demand for human capital at a rapid rate; competition from other companies directly or indirectly engaged in talent acquisition; cybersecurity requirements, vulnerabilities, threats and attacks; damage to our brand reputation; foreign currency exchange rate fluctuations; our ability to align our cost structure to changes in our revenue; liability risk in the services we perform; potential legal liability from clients, employees and candidates for employment; reliance on software that we license from third parties; reliance on third-party contractors for talent acquisition support; the classification of third-party labour as contractors versus employee relationships; our ability to successfully recover from a disaster or other business continuity issues; adverse governmental and tax law rulings; successfully integrating or realizing the expected benefits from our acquisitions, adverse operating issues from acquired businesses; volatility of the market price and trading volume of our common shares, including its impact on our compensation plans; affiliation agreements that may fail to renew or affiliates that may be acquired; the impact on profitability from marketable securities valuation fluctuations; increasing dependence on third parties for the execution of critical functions; our ability to generate sufficient cash flow from operations to support our growth and fund any dividends; potential impairment of our acquired goodwill and intangible assets; our limited ability to access credit; risks related to deposit-taking institutions; and disruption as a result of actions of certain stockholders or potential acquirers of the Company.
For more information on the factors that could affect the outcome of forward-looking statements, refer to the "Risk Factors" section of our Annual Information Form and other public filings (copies of which may be obtained at www.sedar.com). These factors should be considered carefully, and the reader should not place undue reliance on forward-looking statements. Although any forward-looking statements are based on what management currently believes to be reasonable assumptions, we cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements. Management's assumptions may prove to be incorrect. Except as required by Canadian securities laws, we do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf; such statements speak only as of the date made. The forward-looking statements included herein are expressly qualified in their entirety by this cautionary language.
For further information, please contact:
Investors:
Shreya Lathia, Vice President and Chief Financial Officer
slathia@caldwell.com
+1 (416) 934-2241
Media:
Caroline Lomot, Vice President, Marketing & Communications
clomot@caldwell.com
+1 (516) 830-3535
SOURCE: Caldwell Partners International, Inc.
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/business-and-professional-services/caldwell-announces-tsx-approval-of-normal-course-issuer-bid-1163400
