Ringo Holding L.P.

October 21, 2016 23:07 ET

Acquisition of Common Shares of Estrella International Energy Services Ltd.

TORONTO, ONTARIO--(Marketwired - Oct. 21, 2016) - Ringo Holding L.P. (the "Partnership"), an Ontario limited partnership of which Southern Cross Latin America Private Equity Fund IV, L.P. is the sole limited partner, announces that it has acquired 10,933,333 common shares of Estrella International Energy Services Ltd. ("Estrella" or the "Company") upon the conversion of 10,933,333 Series B Preference Shares of the Company ("Preferred Shares") held by the Partnership in accordance with the terms of the Preferred Shares. The Preferred Shares were issued to the Partnership on November 1, 2013 at a price of C$5.00 per Preferred Share. Following conversion of the 10,933,333 Preferred Shares described above, the Partnership continues to hold 13,731,181 Preferred Shares which have not been converted to common shares.

Prior to the conversion of the Preferred Shares, the Partnership beneficially owned or exercised control over 1,666,667 common shares representing approximately 55.7% of the outstanding Common Shares on a non-diluted basis. As a result of the conversion, the Partnership now beneficially owns or exercises control over 12,600,000 common shares representing approximately 90.5% of the outstanding common shares on a non-diluted basis, and approximately 95.0% on a fully diluted basis.

On October 21, 2016, the Company announced that it plans to undertake a going private transaction to be carried out by consolidating the Company's outstanding common shares on the basis of one post-consolidated common share for each 1,400,000 pre-consolidated common share (the "Consolidation"). The Consolidation is subject to shareholder and regulatory approval. As fractional shares will not be issued in the Consolidation, each holder of common shares of the Company other than the Partnership will receive $0.19 in cash for each common share held immediately prior to the Consolidation becoming effective. After completion of the Consolidation, the Partnership will be the sole voting shareholder of the Company, holding 9 common shares. Because the Partnership will hold more than 90% of the outstanding common shares on the record date for the shareholder meeting to approve the Consolidation, the Company will be able to rely upon an exemption from the requirement to obtain minority shareholder approval under Multilateral Instrument 61-101 and Policy 5.9 of the TSX Venture Exchange. Subject to the approval of the Consolidation, the Company intends to file articles of amendment to effect the Consolidation. Once the Consolidation is completed, Estrella intends to apply to have its common shares delisted from the TSX Venture Exchange and intends to apply to cease to be a reporting issuer with the applicable securities regulatory authorities.

Depending on market conditions, the outcome of the proposed Consolidation and other factors that the Partnership may deem material to its investment decisions, the Partnership may in the future acquire further securities of the Company in the open market, pursuant to the exercise of the conversion of additional Preferred Shares into common shares, in privately negotiated purchases or otherwise, and may also, depending on the outcome of the Consolidation and other then current circumstances, dispose of all or a portion of the Common Shares, Preferred Shares or any other securities of the Company it acquires, in one or more transactions, in each case to the extent then permitted by applicable law.

This news release is being issued under the early warning provisions of Canadian provincial securities legislation. The Partnership is filing an early warning report on the Company's profile on SEDAR at www.sedar.com. A copy of the early warning report can be obtained by contacting Gonzalo Alende Serra, Chief Administrative Officer; +54 11 5129 5400; galendeserra@southerncrossgroup.com.

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