CERF Incorporated
TSX VENTURE : CFL

CERF Incorporated
Winalta Inc.
TSX VENTURE : WTA

Winalta Inc.

August 27, 2014 17:26 ET

CERF Incorporated and Winalta Inc. Complete Plan of Arrangement

CALGARY, ALBERTA--(Marketwired - Aug. 27, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

CERF Incorporated ("CERF") (TSX VENTURE:CFL) and Winalta Inc. ("Winalta") (TSX VENTURE:WTA) are pleased to announce the successful completion of the previously announced plan of arrangement (the "Arrangement") between CERF, Winalta and the shareholders of Winalta. The Arrangement combines CERF's oilfield rentals business, waste management, and construction rentals businesses with Winalta's oilfield accommodation rentals business. The combined company will continue operations as CERF and trade on the TSX Venture Exchange ("TSXV") under the symbol "CFL".

At the special meeting of Winalta shareholders held on August 26, 2014, the Arrangement was approved by 99.95% of the votes cast. The Arrangement was also approved by the Court of Queen's Bench of Alberta on August 26, 2014.

At the special meeting of CERF shareholders held on August 26, 2014: (i) the issuance of common shares of CERF ("CERF Shares") under the Arrangement resulting in the creation of a "Control Person" (as defined in the policies of the TSXV) was approved by 99.87% of the votes cast; and (ii) shareholders approved the election of seven directors of CERF being Wayne Wadley, Ken Stephens, William C. Guinan and David Maplethorpe, current directors of CERF, and J. Blair Goertzen, Bradley R. Munro and Alfred Sailer, three nominees of Winalta.

Pursuant to the Arrangement, CERF acquired all of the issued and outstanding common shares of Winalta ("Winalta Shares"), including those shares that were issued upon the exercise of options to acquire Winalta Shares granted under Winalta's option plan. The former holders of Winalta Shares received 0.3352 of a CERF Share for each Winalta Share held. Under the Arrangement, CERF issued approximately 14,456,717 CERF Shares and assumed $19.3 million of Winalta net debt, inclusive of transaction costs. After giving effect to the Arrangement, CERF has approximately 34,219,340 CERF Shares outstanding. Concurrent with the Arrangement, CERF entered into new syndicated credit facilities of $65 million.

Each of the directors and officers of Winalta have resigned and Wayne Wadley and Ken Stephens have been appointed as directors, with Mr. Wadley also being appointed as President and Chief Executive Officer and Mr. Stephens being appointed Vice President, Finance and Chief Financial Officer.

With the completion of the Arrangement, it is anticipated that the Winalta Shares will be delisted from the TSXV. Winalta shareholders who have not already done so should submit their certificates representing Winalta Shares to Valiant Trust Company, the depositary agent pursuant to the Arrangement, together with letters of transmittal in accordance with the instructions set out therein in order to receive the CERF Shares they are entitled to receive pursuant to the Arrangement. Letters of transmittal were previously sent to Winalta shareholders and additional copies may be obtained by contacting Valiant Trust Company by telephone at 1-866-313-1872 or by email at inquiries@valianttrust.com.

Wayne Wadley, President and CEO commented, "We are pleased to have completed this strategic combination. On behalf of the Board of Directors and our entire team, I would like to welcome the employees and shareholders of Winalta to CERF. Together we will continue to grow this business and provide value for both our new and existing shareholders."

A detailed description of the Arrangement is contained in the joint information circular of CERF and Winalta dated July 25, 2014, a copy of which is available on SEDAR at www.sedar.com.

AltaCorp. Capital Inc. acted as financial advisor to Winalta with respect to the Arrangement.

ABOUT CERF

CERF Incorporated is a Canadian public corporation engaged in the rental, sale and service of industrial and construction equipment and waste management and environmental services. The Equipment Rental Segment includes the rental of residential, commercial and industrial construction-related equipment, including sales and service of equipment. It also includes the rental and sale of equipment to the drilling and service sectors of the oil and natural gas industry and the rental of innovative and high-quality modular buildings for the western Canadian oil and gas industry. The Waste Management Segment consists of complete waste facility management (six landfill sites in central Alberta) including waste facility design and construction services, recycling management and collection services, and consulting services. The Waste Management Segment also consists of waste removal and disposal from commercial, industrial and residential customers. With the Winalta acquisition, CERF has entered into the wellsite accommodation sector with size and scale resulting in critical mass in the high growth oilfield rentals sector in western Canada. CERF Incorporated trades on the TSXV under the symbol "CFL".

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, or any State Securities Laws and may not be offered or sold in the United States or to U.S. persons unless an exemption from registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States.

Forward-Looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. In particular, this press release contains forward looking statements and information concerning the delisting of the Winalta Shares from the TSXV. In respect of such forward-looking statements and information, CERF has provided such statements and information in reliance on certain assumptions, including assumptions as to the time necessary and ability of CERF to complete the de-listing of the Winalta Shares. Although CERF believes that the assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because there can be no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and uncertainties, by their very nature they involve inherent risks and uncertainties. Actual results could fifer materially from those currently anticipated due to a number of factors and risks. These factors and risks include, but are not limited to, the risk that Winalta Shares will not be delisted in a timely manner or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional factors that could affect CERF are included in the documents filed by CERF with the applicable securities regulatory authorities and may be accessed through the SEDAR website at www.sedar.com.

CERF's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements and information contained in this press release will transpire or occur, or if any of them do so, what benefits may be derived therefrom. The forward-looking statements and information contained in this press release are made as of the date hereof and CERF does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.

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