GasFrac Energy Services Inc.
TSX : GFS

GasFrac Energy Services Inc.

March 27, 2015 23:55 ET

GASFRAC Announces Court Approval of Agreement for Purchase of Operating Assets and Services, Proposed CCAA Plan of Compromise and Arrangement and CCAA Update

CALGARY, ALBERTA--(Marketwired - March 27, 2015) - GASFRAC Energy Services Inc. (TSX:GFS)("GASFRAC" or the "Corporation") announces that GASFRAC has obtained the approval of the Court of Queen's Bench of Alberta (the "Court") in respect of a definitive asset purchase agreement (the "Purchase Agreement") entered into between GASFRAC and a third party oil and gas service industry partner, whereby GASFRAC would purchase certain fracking assets and related services (the "Purchase Transaction"). The Purchase Transaction will assist GASFRAC in maintaining continued operations following completion of the previously announced sale transaction involving STEP Energy Services Ltd. announced in March 3, 2015 (the "Asset Sale Transaction"), under the supervision of its board of directors and Ernst & Young Inc., the court appointed monitor ("Monitor").

The Corporation has also entered into an indicative term sheet with the same third party which contemplates, subject to inter alia, creditor and court approval and customary closing conditions, a proposed CCAA plan of compromise and arrangement, pursuant to which such third party would acquire 100% equity ownership of GASFRAC, as an operating entity (the "Plan").

The Purchase Transaction and proposed Plan will not affect the completion of the Asset Sale Transaction contemplated to be completed in early April, 2015.

Additional terms of the Purchase Transaction and Plan will be disclosed as the Purchase Transaction and Plan progresses and the Purchase Transaction and Plan is completed. The Purchase Transaction is expected to be completed prior to the end of March, 2015 and the Plan is anticipated to be completed in June, 2015.

If the Plan is completed, and all applicable creditor and court approvals are obtained, it is anticipated that the Corporation's unsecured debentureholders may receive additional consideration under the Plan (in addition to any amount distributed to creditors as a result of the Asset Sale Transaction). However, it is anticipated that the holders of common shares of the Corporation will not receive any distribution as a result of the completion of the Asset Sale Transaction or under the Plan.

This news release contains certain statements that constitute forward-looking statements under applicable securities legislation. All statements other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These statements are only as of the date of this document and the Corporation does not undertake to publicly update these forward-looking statements except in accordance with applicable securities laws. Forward-looking statements, including but without limitation, statements concerning the implementation of CCAA proceedings, completion of the Asset Sale Transaction, the Purchase Transaction and Plan, the reorganization or restructuring of the assets, business and financial affairs of the Corporation, are based on current expectations, estimates, projections and assumptions, which the Corporation believes are reasonable but which may prove to be incorrect and therefore such forward-looking statements should not be unduly relied upon. In addition, the Purchase Transaction and Plan are subject to standard closing conditions, including that all required regulatory, court and credit or approvals are obtained and there is no assurance that the Asset Sale Transaction, Purchase Transaction or the Plan will be completed. The forward-looking statements included herein involve known and unknown risks, uncertainties which may cause actual results or performance to be materially different from any results or performance expressed or implied herein. These risks, uncertainties and other factors relating to the Corporation include, but are not limited to, the level of indebtedness of the Corporation, the implementation and impact of the Asset Sale Transaction, Purchase Transaction and Plan in respect of the reorganization or restructuring of the assets, business and financial affairs of the Corporation, future co-operation of the creditors of the Corporation, receipt of all required approvals to implement the Asset Sale Transaction, Purchase Transaction or the Plan, the Corporation's ability to generate sufficient cash-flow from operations or to obtain adequate financing to fund capital expenditures and working capital needs and to meet the Corporation's ongoing obligations during the CCAA process, the ability to maintain relationships with suppliers, customers, employees, stockholders and other third parties in light of the Corporation's current liquidity situation and the CCAA proceedings, as well as other general assumptions regarding, among other things: industry activity; the general stability of the economic and political environment; effect of market conditions on
demand for the Corporation's products and services; the ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability to operate its business in a safe, efficient and effective manner; the performance and characteristics of various business segments; the effect of current plans; the timing and costs of capital expenditures; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding environmental matters in the jurisdictions in which the Corporation operates; and the ability of the Corporation to successfully market its products and services.

In addition, actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth under the section entitled "Business Risks" in the Corporation's MD&A filed on SEDAR.

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