GASFRAC Energy Services Inc.

GASFRAC Energy Services Inc.

July 08, 2015 12:04 ET

GASFRAC Implements Previously Announced Plan of Compromise and Arrangement Pursuant to Companies Creditor's Arrangement Act (Canada)

CALGARY, ALBERTA--(Marketwired - July 8, 2015) - GASFRAC Energy Services Inc. ("GASFRAC" or the "Corporation") announces that further to its previous news releases of March 27, 2015 and April 7, 2015 and the approval of the creditors of the Corporation by an overwhelming majority at a meeting of creditors of the Corporation held on June 22, 2015, the Corporation has implemented a Companies' Creditors Arrangement Act ("CCAA") plan of compromise and arrangement (the "Plan"), pursuant to which Calfrac Well Services Ltd. ("Calfrac") has acquired 100% equity ownership of GASFRAC, as an operating entity pursuant to a Sanction Order of the Alberta Court of Queen's Bench in Bankruptcy and Insolvency ("Court") issued on June 24, 2015 (the "Order") and recognized by the United States Bankruptcy Court for the Western District of Texas, San Antonio Division (the "US Court") pursuant to a Sanction Recognition Order issued on June 25, 2015. In addition thereto, all former subsidiaries of the Corporation have or are in the process of being liquidated and dissolved.

Having now obtained all requisite approvals of the Court, the US Court, and the unsecured creditors of GASFRAC and all conditions related to the Order having been complied with, the Corporation has filed Articles of Reorganization with the Registrar of Corporations, in the Province of Alberta to: (i) create and issue new Class A common shares all of which are owned by Calfrac; and (ii) immediately cancel all previously issued and outstanding securities of GASFRAC and all related options, warrants and other rights to acquire previously existing GASFRAC common shares without payment or other consideration to former GASFRAC common shareholders or holders of associated rights in connection with the Plan or otherwise.

It is anticipated that holders of allowed unsecured claims against GASFRAC, other than holders of 7% convertible unsecured subordinated debentures ("Debentures") will recover 100% of their allowed unsecured claims and holders of Debentures will recover an estimated range of between 37% and 55% of the principal amount of their unsecured claims, in connection with the implementation of the Plan. Certain categories of claims will be treated as unaffected by the Plan.

All former directors of GASFRAC have resigned as of July 6, 2015.

It is further anticipated that GASFRAC will in the near future cease to be a reporting issuer in various Provinces in Canada.

Cautionary Statements

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 anticipated payments to Unsecured Creditors and cessation of the Corporation's reporting issuer status, 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. 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 impact of the Plan in respect of the reorganization or restructuring of the assets, collection of receivables, business and financial affairs of the Corporation, future co-operation of the creditors of the Corporation, 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; the effect of current plans; currency, exchange and interest rates; and the regulatory framework regarding environmental matters in the jurisdictions in which the Corporation operates.

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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