CERF Incorporated

TSX VENTURE : CFL


CERF Incorporated

August 26, 2014 17:12 ET

Shareholders of CERF Incorporated and Winalta Inc. Approve Arrangement Matters

CALGARY, ALBERTA--(Marketwired - Aug. 26, 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 that the shareholders of both companies approved the matters put before them at the special meetings held today in connection with the plan of arrangement (the "Arrangement") involving CERF, Winalta and the shareholders of Winalta.

At the special meeting of Winalta shareholders, the Arrangement was approved by 99.95 % of the votes cast.

At the special meeting of CERF shareholders: (i) the issuance of CERF shares under the Arrangement resulting in the creation of a "Control Person" (as defined in the policies of the TSX Venture Exchange) 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.

The Arrangement also received the approval of the Court of Queen's Bench of Alberta today. The closing of the Arrangement is anticipated to occur on August 27, 2014.

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 is entering 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 closing of the Arrangement. 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 anticipated closing of the Arrangement. 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 Court approval of the Arrangement will not be received. 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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