32 Degrees-backed Vertex buys Three Star Trucking

Vertex Resource Group Ltd (TSX-V: VTX) has acquired Three Star Trucking Ltd, an Alida, Saskatchewan-based oilfield trucking business.

The acquisition reflected a purchase price of $8.9 million, consisting of cash, share issues and promissory notes.

Vertex, a Sherwood Park, Alberta-based environmental and industrial services provider, said the deal adds 270 pieces of equipment to the company’s fleet and strengthens its service lines in Saskatchewan and the United States.

Vertex in 2017 closed an $85.8 million qualifying transaction to go public with the backing of Canadian energy private equity firm 32 Degrees Capital.

PRESS RELEASE

Vertex Resource Group Ltd. Acquires Three Star Trucking

Sherwood Park, Alberta, July 13, 2018 (TSXV:VTX) – Vertex Resource Group Ltd. (“Vertex” or the “Company”) is pleased to announce that it has acquired Three Star Trucking Ltd. (Three Star), an environmental service company providing fluid hauling service, pressure truck services, hot oilers and combo vac services throughout western Canada on July 12th, 2018 (the “Acquisition”). The acquisition of Three Star will add over 270 pieces of equipment to Vertex’s fleet, making the company’s fleet one of the largest in operations serving Saskatchewan, the Montney, and the Duvernay resource plays of Alberta and British Columbia.

Established in 1962, Three Star has been a leader in the industry resulting in the successful growth to date and is currently licensed to haul condensate, NGL, butane and propane between Canada and the United States, holding federal transportation licenses in five states. The Acquisition will allow Vertex to continue to develop its customer base and service offerings within the Company’s current operating locations while further expanding into new service offerings and geographical markets including further expansion into the United States. The Acquisition includes numerous high-pressure fluid hauling trailers that will enable Vertex to begin offering propane, butane and NGL fluid hauling services.

“Through acquiring Three Star we are adding an experienced management team and operators to Vertex in addition to strengthening our service lines in Saskatchewan and the United States. Three Star’s proven customer base, experienced management team and safety program allows us to confidently expand this service line. With the completion of this Acquisition, Vertex will be the leading provider of fluid hauling services in western Canada and will have the capacity and experience to continue serving these clients while growing Three Star’s United States operations” said Terry Stephenson, CEO and President of Vertex.

The Acquisition was completed for a purchase price of $8.9 million consisting of 2.6 million common shares being issued at $1.00 per common share, $4.4 million in cash, and $1.9 million in non-interest bearing promissory notes payable over 2 years and assumption of $10.2 million in long term debt offset by positive working capital of $6.3 million. Vertex will use its approved $20 million senior secured accordion credit facility to fund the Acquisition. Three Star’s EBITDA over the last twelve months was $5 million.

ABOUT VERTEX

Established in 1976, Vertex has grown to become a leading provider of environmental services. Headquartered in Sherwood Park, Alberta, Vertex employs a staff of approximately 750 employees that provide services to help clients achieve their development goals. From initial site selection, consultation and regulatory approval, through construction, operation and maintenance, to conclusion and environmental cleanup, Vertex provides a wide array of services to customers operating in industries such as upstream and midstream oil and gas, utilities, telecommunication, forestry, agriculture and government.

Vertex principally operates in western Canada and has operations in select United States locations.

For further information please contact:

Terry Stephenson, CEO, or Michael Zvonkovic, CFO at Phone: 780-464-3295