(TheNewswire)
Calgary, Alberta - TheNewswire - November 25, 2020 ( TSX:SHLE )
Source Energy Services Ltd. (together with itsaffiliates, " Source " or the " Company ")announced today that at the meetings of holders (the" Noteholders ") of the Company's 10.5% senior secured first liennotes due 2021 (the " Notes ") and holders (the" Shareholders ") of Source's common shares held earlier today, theNoteholders and Shareholders overwhelmingly approved the Company'srecapitalization transaction (the " Recapitalization Transaction ") to be implemented pursuant to a plan of arrangementdated November 25, 2020 (the " Plan of Arrangement ") under the Canada Business Corporations Act (the" CBCA "). At the meetings, 100% of the votes cast byNoteholders and 99.98% of the votes cast by Shareholders were voted infavour of resolutions approving the Plan of Arrangement.
Election of Directors
The following seven nominees for election to Source'sboard of directors (the " Board ") were elected by Shareholderspresent or represented by proxy at the Shareholders' meeting. Thevoting results are as follows:
Name of Nominee | Votes For | Votes Withheld | |||
Number | Percent | Number | Percent | ||
Bradley Thomson | 31,071,022 | 99.98% | 6,397 | 0.02% | |
Stewart Hanlon | 31,071,022 | 99.98% | 6,397 | 0.02% | |
James McMahon | 31,075,022 | 99.99% | 2,397 | 0.01% | |
Jeff Belford | 31,071,022 | 99.98% | 6,397 | 0.02% | |
Kenneth Seitz | 31,071,022 | 99.98% | 6,397 | 0.02% | |
Michael MacBean | 31,071,022 | 99.98% | 6,397 | 0.02% | |
Carrie Lonardelli | 31,071,022 | 99.98% | 6,397 | 0.02% |
As described in Source's management informationcircular dated November 2, 2020 (the " Circular "), theRecapitalization Transaction is conditional on, among other things,the composition and size of the Board being acceptable to holders of amajority of the Notes held by the Noteholders that entered into the support agreement with the Company onOctober 7, 2020. Accordingly, there may be appointments andresignations from the Board in connection with the completion of theRecapitalization Transaction. The Company will provide a furtherupdate on these matters at the appropriate time.
Shareholder Approval of OtherMatters
In addition to approving the Plan of Arrangement,Shareholders also voted at the Shareholders' meeting to approve eachof the other resolutions described in the Circular, as follows: (i)the special resolution approving the consolidation of the commonshares of the Company was approved by 99.98% of the votes cast byShareholders; (ii) the special resolution to reduce the stated capitalof the Company's common shares to $10,000,000 was approved by 99.98%of the votes cast by Shareholders; (iii) the ordinary resolution tofix the number of directors to be elected at the meeting at seven (7)was approved by 99.93% of the votes cast by Shareholders; and (iv) theordinary resolution approving the appointment ofPricewaterhouseCoopers LLP as the auditor of the Company was approvedby 99.99% of the votes cast by Shareholders.
Court Approval andImplementation
The hearing to seek Court approval of the Plan ofArrangement is scheduled for November 27, 2020 at 9:00 a.m. (Calgarytime). Subject to obtaining Court approval of the Plan of Arrangementand the satisfaction or waiver of the other conditions to theimplementation of the Plan of Arrangement (including the finalizationand execution of definitive documentation relating to the New SecuredNotes, the Company's senior bank financing arrangements, and a revisedintercreditor agreement), the Company is working to complete theRecapitalization Transaction in December 2020.
As part of the Court approval of the RecapitalizationTransaction, the Company will seek a permanent waiver of any defaults,third party change of control rights or any non-compliance with anyagreement relating to, among other things, the commencement of theCBCA proceedings, the non-payment of interest or any other amounts dueand payable in respect of the Notes, the implementation of the AmendedCredit Facility and the Additional Liquidity Facility (as those termsare defined in the Plan of Arrangement) and the completion of theRecapitalization Transaction.
Source is a logistics company that focuses on thesupply and distribution of high quality Northern White frac sand.Source provides its customers with a full end-to-end solutionsupported by its Wisconsin mines and processing facilities, itsWestern Canadian terminal network and its "last mile"logistics capabilities. In addition to its industry leading frac sandtransload terminal network and in-basin frac sand storagecapabilities, Source also provides storage and logistics services forother bulk oil and gas well completion materials that are not producedby Source. Source has also developed Sahara, a proprietary wellsitemobile sand storage and handling system.
Source's full-service approach allows customers to relyon its logistics capabilities to increase reliability of supply and toensure the timely delivery of their requirements for frac sand andother bulk completion materials at the wellsite.
For further information, pleasecontact:
Media Inquiries:
Meghan Somers
Communications Advisor
(403) 262-1312 (ext. 295)
communications@sourceenergyservices.com
Investor Relations Inquiries:
Brad Thomson
Chief Executive Officer
(403) 262-1312 (ext. 225)
investorrelations @sourceenergyservices.com
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press releaseconstitute forward-looking statements relating to, without limitation,expectations, intentions, plans and beliefs, including information asto the future events, the expected process for and timing ofimplementing the Recapitalization Transaction, the expected processfor and timing of implementing the Plan of Arrangement, theexpectation around changes to the Company's Board of Directors inconnection with implementation of the Plan of Arrangement and theprovision of additional information in respect thereof, theexpectation that the Company will attend a hearing before, and seekcertain relief from, the Court and the expected timing for suchhearing. In certain cases and without limitation, forward-lookingstatements can be identified by the use of words such as"seeks" or variations of such words and phrases, or statethat certain actions, events or results "may" or"will" be taken, occur or be achieved. Such forward-lookingstatements reflect Source's beliefs, estimates and opinions regardingthe Recapitalization Transaction and related transactions, the CBCAproceedings and the meetings, Source's future growth, results ofoperations, future performance (both operational and financial), andbusiness prospects and opportunities at the time such statements aremade, and Source undertakes no obligation to update forward-lookingstatements if these beliefs, estimates and opinions or circumstancesshould change. Forward-looking statements are necessarily based upon anumber of estimates and assumptions made by Source that are inherentlysubject to significant business, economic, competitive, political andsocial uncertainties and contingencies. Forward-looking statements are not guarantees of futureperformance. In particular, this press release containsforward-looking statements pertaining, but not limited, to:expectations regarding the Recapitalization Transaction, the CBCAproceedings and the Plan of Arrangement.
By their nature, forward-looking statements involvenumerous current assumptions, known and unknown risks, uncertaintiesand other factors which may cause the actual results, performance orachievements of Source to differ materially from those anticipated bySource and described in the forward-looking statements.
With respect to the forward-looking statementscontained in this press release, assumptions have been made regarding,among other things: the Recapitalization Transaction, the CBCAproceedings and the Plan of Arrangement.
A number of factors, risks and uncertainties couldcause results to differ materially from those anticipated anddescribed herein including, among others: Source's ability to completethe Recapitalization Transaction and obtain requisite stakeholder andCourt approvals, and the final terms, timing and implementation of theRecapitalization Transaction and related transactions.
Although Source has attempted to identify importantfactors that could cause actual actions, events or results to differmaterially from those described in the forward-looking statements,there may be other factors that cause actions, events or results notto be as anticipated, estimated or intended. There can be no assurancethat forward-looking statements will materialize or prove to beaccurate, as actual results and future events could differ materiallyfrom those anticipated in such statements. The forward-lookingstatements contained in this press release are expressly qualified bythis cautionary statement. Readers should not place undue reliance onforward-looking statements. These statements speak only as of the dateof this press release. Except as may be required by law, Sourceexpressly disclaims any intention or obligation to revise or updateany forward-looking statements or information whether as a result ofnew information, future events or otherwise.
Copyright (c) 2020 TheNewswire - All rights reserved.