SNS:CC - Select Sands Announces the Shuttering of its Subsidiary Select Sands America Corp. Amidst Industry Challenges and Anticipated Delay in Annual Financial Statements and Related Documents

(TheNewswire)

April 29, 2024 – TheNewswire - Houston, Texas, USA – Select Sands Corp. (“Select Sands”, “We”, or the“Company”) (TSXV:SNS ) , ( OTC:SLSDF) todayannounced a shuttering of the operations of its operating subsidiary,Select Sands America Corp., due to a confluence of factors negativelyimpacting the frac sand industry and the Company. The decision comesas a response to the challenges posed by weak oil and gas activity inthe basins served by the Company, a diminished 2024 sales forecast,low product pricing, a slower-than-expected pivot to industrial sandmarkets, cash shortfalls, the burden of high interest rates on theCompany’s growing debt, and after meetings with the Company’s bankin which it was unable to secure additional financing at this timethat would have allowed operations to continue. The Company isnoncompliant with the terms of some of its existing loans and willcontinue to meet with its bank to discuss remedies.

The Company has been diligently navigating throughthese challenges, seeking viable solutions to sustain operations.However, persistently adverse conditions have necessitated a strategicreassessment of its current standing.

During this shuttering of operations, Select Sands willexplore strategic alternatives to ensure long-term viability,including the continuing pursuit of opportunities in the industrialsand markets. This approach underscores the Company's commitment toadaptability and resilience in the face of dynamic marketforces.

Zig Vitols, President & CEO, stated, "Whilethis decision was not made lightly, it is a necessary step tore-assess options in the interests of our stakeholders and positionthe Company for future success. We greatly regret having to take thisaction and will continue to communicate with our stakeholders as wework to achieve a solution."

Select Sands remains dedicated to its lenders,investors, employees, customers, and partners, and will provideupdates if and when a reopening timeline is possible as developmentsunfold.

Under the circumstances, the Company no longer meetsthe International Financial Reporting Standards (“IFRS”) standardfor a going concern as defined under International Accounting Standard 1 –Presentation of Financial Statements and International AccountingStandard 10 – Events After the Reporting Period . The IFRS standards require that an entity shall not prepareits financial statements on a going concern basis if managementdetermines after the reporting period either that it intends toliquidate the entity or to cease trading, or that it has no realisticalternative but to do so. The Company is unable to obtain anunreserved audit opinion from its auditors without being able to passthe going concern test and therefore will be unable to file itsaudited consolidated financial statements, the accompanyingmanagement’s discussion and analysis, and CEO and CFO certificationswith respect to the annual filings for the year ended December 31,2023 (the “Required Filings”) by today’s filing deadline ofApril 29, 2024. The Company anticipates that the British ColumbiaSecurities Commission ("BCSC") will issue a failure-to-filecease trade order ("CTO") for failure to file the AnnualFilings by the filing deadline.

A copy of the CTO will be posted on the BCSC websiteonce issued. The Company expects that the CTO will provide that abeneficial security holder of the Company who is not, and was not atthe date of the CTO, an insider or control person of the Company, maysell securities of the Company acquired before the date of the CTO if:(a) the sale is made through a “foreign organized regulatedmarket”, as defined in section 1.1 of the Universal Market IntegrityRules of the Investment Industry RegulatoryOrganization of Canada; and (b) the sale is made through an investmentdealer registered in a jurisdiction of Canada in accordance withapplicable securities legislation. Holders of the Company’ssecurities are urged to consult with their own investment advisors orlegal counsel about the implications of the CTO. There can be noassurance that the Company will be able to remedy its filing defaultand have the CTO lifted in a timely manner or at all.

About Select Sands

Select Sands is a provider of high-quality industrialsand products for various applications. With a focus on innovation andcustomer satisfaction, Select Sands is dedicated to deliveringexcellence in the sand industry.

Forward-Looking Statements

This news release includesforward-looking information and statements, which may include, but arenot limited to, information and statements regarding or inferring thefuture business, operations, financial performance, prospects, andother plans, intentions, expectations, estimates, and beliefs of theCompany. Information and statements which are not purely historicalfact are forward-looking statements. The forward-looking statements inthis press release relate to comments that include, but are notlimited to, statements related to the expected current and futurestate of operations, the unique market position of the Company,opportunities being explored for the Company’s future, theCompany’s ability to repay or restructure its existing debt, a reopening timeline for theCompany's operations, theCompany’s ability or timing to files the Required Filings, theissuance and possible future lifting of a cease trade order on theCompany’s securities and its ability to continue as a going concern.Forward-looking information and statements involve and are subject toassumptions and known and unknown risks, uncertainties, and otherfactors which may cause actual events, results, performance, orachievements of the Company to be materially different from futureevents, results, performance, and achievements expressed or implied byforward-looking information and statements herein. Although theCompany believes that any forward-looking information and statementsherein are reasonable, in light of the use of assumptions and thesignificant risks and uncertainties inherent in such information andstatements, there can be no assurance that any such forward-lookinginformation and statements will prove to be accurate, and accordinglyreaders are advised to rely on their own evaluation of such risks anduncertainties and should not place undue reliance upon suchforward-looking information and statements. Any forward-lookinginformation and statements herein are made as of the date hereof, andexcept as required by applicable laws, the Company assumes noobligation and disclaims any intention to update or revise anyforward-looking information and statements herein or to update thereasons that actual events or results could or do differ from thoseprojected in any forward-looking information and statements herein,whether as a result of new information, future events or results, orotherwise, except as required by applicable laws.

Company Contacts

Please visit www.selectsands.com orcontact:

Neither TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.

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