Great Prairie Energy Services Inc.
TSX VENTURE : GPE

February 13, 2014 19:01 ET

Great Prairie Announces Letter of Intent and Provides Financial Update

CALGARY, ALBERTA--(Marketwired - Feb. 13, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

Great Prairie Energy Services Inc. (TSX VENTURE:GPE) ("Great Prairie") is pleased to announce that it has entered into a letter of intent ("LOI") to purchase all issued and outstanding shares of a private automated catwalk rental company ("Private Co.") for a purchase price of $3,800,000 subject to certain performance hurdles.

Private Co. operates eleven units in both Alberta and Saskatchewan with a focus on the Lloydminster region.

The $3,800,000 all cash purchase price of Private Co. is subject to certain performance hurdles as follows:

  1. $2,750,000 in cash payable upon closing of the transaction; and
  2. up to a maximum of $1,050,000 in cash based upon achieving certain milestones over a 12 month period following closing of the transaction.

Great Prairie anticipates closing the transaction on or about February 28, 2014.

Sid Dutchak, President and CEO of Great Prairie indicates that "the transaction is a complementary addition to Great Prairie's existing rental service. The high margin business provides geographic diversification to our operation with an opportunity to immediately deploy additional capital. Our plan is to integrate the administration of the operations within our Kindersley, Saskatchewan based platform for efficiency and effectiveness."

Completion of the announced transaction will be subject to certain conditions, including regulatory approval, completion of due diligence and the approval by the board of directors of Great Prairie of the definitive agreement.

Financial Update

Great Prairie's trailing twelve month Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") normalized for salaries and bonuses through to the end of December 2013 was $8,140,000 which is in line with Great Prairie's previous forecast for the 12 month calendar year. In December, Great Prairie invested $900,000 in additional equipment, primarily directed towards its rental operation. With the recent increase in activity levels in the Viking play around Kindersley, Great Prairie is in the process of investing another $1,000,000 over the next several weeks into additional rental equipment to support its growing operation.

About Great Prairie Energy Services Inc.

Great Prairie is a Canadian energy services company focused on servicing oil and gas activity in Saskatchewan and Alberta. Great Prairie's founding acquisition was of a leading oilfield service operation based in Kindersley, Saskatchewan: Good to Go Oilfield Rentals and Trucking. In addition to growing the Good to Go businesses, Great Prairie has an active acquisition strategy to acquire other high quality service businesses which complement and add to our strong base operation in Kindersley.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements relating to terms of the Big Stone and Private Co. transactions, the anticipated closing date of the Big Stone and Private Co. transactions and planned capital expenditures of Great Prairie. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things: the risk that the acquisition transactions will not be completed if a formal agreement is not reached or that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the acquisition transactions is not satisfied; the risk that Big Stone or Private Co. may not be able to retain key employees to continue to maintain its operations; the risk that closing of the acquisition transactions could be delayed if Great Prairie is not able to obtain the necessary approvals on the timelines planned; the assumptions relating to the parties entering into the formal agreement in respect of the acquisition transaction, its structure, and the timing thereof; the timing of obtaining required approvals and satisfying closing conditions for the acquisition transactions, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of Great Prairie.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, Great Prairie disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, Great Prairie undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

Readers should note that EBITDA is a non-GAAP financial measure and does not have any standardized meaning under GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. Great Prairie believes that EBITDA is a useful supplemental measure, which provides an indication of the results generated by Great Prairie's primary business activities prior to consideration of how those activities are financed, amortized or taxed. Readers are cautioned, however, that EBITDA should not be construed as an alternative to comprehensive income (loss) determined in accordance with GAAP as an indicator of Great Prairie's financial performance.

Neither the 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.

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