Vertex gains listing with $85.8 mln deal, 32 Degrees invests

Vertex Resource Group Ltd, a Sherwood Park, Alberta-based provider of environmental and industrial services, has completed an $85.8 million qualifying transaction on the TSX Venture Exchange. The deal, which saw Vertex amalgamate with capital pool company Vier Capital Corp, allowed Vertex to begin trading on the exchange this week. Canadian private equity firm 32 Degrees Capital acquired about 19.41 percent of issued and outstanding shares as part of the qualifying transaction. Founded in 1976, Vertex provides a range of project services to oil and gas, utilities, telecommunications, forestry, agriculture and other industries.

PRESS RELEASE

Vertex Resource Group Ltd. Announces Completion of Qualifying Transaction

CALGARY, ALBERTA–(Marketwired – Oct. 16, 2017) –

Vertex Resource Group Ltd. (“Vertex” or the “Corporation”) (TSX VENTURE:VTX), formerly Vier Capital Corp. (“Vier”), is pleased to announce that it has completed its previously announced qualifying transaction (the “Qualifying Transaction”) pursuant to the policies of the TSX Venture Exchange (“TSXV”). For additional information about the Qualifying Transaction, please see the Corporation’s press releases dated July 19, 2017, September 11, 2017 and October 10, 2017 and the filing statement in respect of the Qualifying Transaction dated October 4, 2017 (the “Filing Statement”), which are available at www.sedar.com.

The Corporation has received conditional approval from the TSXV for the Qualifying Transaction and trading in the common shares of the Corporation (the “Common Shares”) is expected to commence on the TSXV under the symbol “VTX” on or about October 18, 2017 following the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.

Pursuant to the Qualifying Transaction: (i) Vier acquired all of the issued and outstanding class A common shares of Vertex Resource Group Ltd. (“Old Vertex”) from the shareholders of Old Vertex in exchange for an aggregate of 85,773,459 Common Shares; and (ii) Vier, Old Vertex and a wholly-owned subsidiary of Old Vertex amalgamated to form the Corporation. In addition, an aggregate of 2,197,206 warrants to acquire Common Shares (“Warrants”) were issued in exchange for share purchase warrants to acquire class A common shares in the capital of Old Vertex.

The board of directors of the Corporation now consists of five directors: Brian Butlin, Terry Stephenson, Trent Baker, Terry Freeman and Stuart O’Connor. The officers of the Corporation are Terry Stephenson (President and Chief Executive Officer), Michael Zvonkovic (Chief Financial Officer and Corporate Secretary), Jason Clemett (Executive Vice President), Paul Blenkhorn (Vice President, Consulting Services), Deon Walsh (Vice President, Environmental Services), Sherry Bielopotocky (Vice President, Corporate Services) and Howard Start (Vice President, Finance).

Following completion of the Qualifying Transaction and the issuance of an aggregate of 12,895 Common Shares upon the concurrent exercise of options to acquire Common Shares, the Corporation now has 86,521,354 Common Shares issued and outstanding, on a non-diluted basis. The aggregate 40,154,552 Common Shares and 2,197,206 Warrants held by the directors and officers of the Corporation, as well as certain Common Shares held by certain other shareholders of the Corporation are subject to escrow restrictions as further described in the Filing Statement.

Early Warning Disclosure Pursuant to National Instrument 62-103

In connection with the Qualifying Transaction, each of Brian Butlin, Terry Stephenson, Clemett Capital Corp. (the sole director and officer of which is Jason Clemett) and 32 Degrees Diversified Energy Fund II (Canadian) L.P., 32 Degrees Diversified Energy Fund II (US) L.P., 32 Degrees Diversified Energy Fund II (Service & Technology Co-Invest AIV) L.P., 32 Degrees Diversified Energy Fund III (Canadian) L.P., and 32 Degrees Diversified Energy Fund III (US) L.P. (collectively, “32 Degrees”) acquired ownership, control or direction over Common Shares and/or other securities of the Corporation requiring disclosure pursuant to the early warning requirements of applicable securities laws. Prior to completion of the Qualifying Transaction, none of Mr. Butlin, Mr. Stephenson, Clemett Capital Corp. or 32 Degrees had ownership of, or exercised control or direction over, any voting or equity securities of Vier.

Mr. Butlin acquired ownership of 10,073,709 Common Shares (representing approximately 11.64% of the issued and outstanding Common Shares on a non-diluted basis (approximately 11.10% of the issued and outstanding Common Shares on a fully-diluted basis)) and Warrants exercisable for 1,098,603 Common Shares (representing approximately 1.21% of the issued and outstanding Common Shares on a fully-diluted basis) in exchange for 2,650,976 class A common shares in the capital of Old Vertex and share purchase warrants to acquire 289,106 class A common shares in the capital of Old Vertex, respectively.

Mr. Stephenson acquired ownership of 13,964,054 Common Shares (representing approximately 16.13% of the issued and outstanding Common Shares on a non-diluted basis (approximately 15.39% of the issued and outstanding Common Shares on a fully-diluted basis)) and Warrants exercisable for 1,098,603 Common Shares (representing approximately 1.21% of the issued and outstanding Common Shares on a fully-diluted basis) in exchange for 3,674,751 class A common shares in the capital of Old Vertex and share purchase warrants to acquire 289,106 class A common shares in the capital of Old Vertex, respectively.

Clemett Capital Corp. acquired ownership of 15,546,705 Common Shares (representing approximately 17.97% of the issued and outstanding Common Shares on a non-diluted basis) in exchange for 4,091,238 class A common shares in the capital of Old Vertex.

32 Degrees acquired control or direction over an aggregate of 16,791,061 Common Shares (representing approximately 19.41% of the issued and outstanding Common Shares on a non-diluted basis in exchange for 4,418,700 class A common shares in the capital of Old Vertex.

As more particularly described in the Filing Statement, the deemed value of the Common Shares issued in connection with the Qualifying Transaction was $1.00 per Common Share.

Each of Mr. Butlin, Mr. Stephenson, Clemett Capital Corp. and 32 Degrees: (i) acquired the Common Shares in connection with the Qualifying Transaction; (ii) holds the Common Shares for investment purposes and/or to satisfy the minimum share ownership requirements applicable to directors and officers of the Corporation; and (iii) does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Issuer. As disclosed in the Filing Statement, the securities of the Corporation held by each of Mr. Butlin, Mr. Stephenson, Clemett Capital Corp. and 32 Degrees are subject to escrow restrictions. Upon release of the securities from escrow, or otherwise in accordance with the terms of the escrow restrictions, each of Mr. Butlin, Mr. Stephenson, Clemett Capital Corp. and 32 Degrees may, from time to time and depending on market and other conditions, acquire additional Common Shares through market transactions, private agreements, treasury issuances, dividend reinvestment programs, exercise of options, convertible securities or otherwise, or may sell all or some portion of the Common Shares they owns or controls, or may continue to hold the Common Shares.

Copies of the early warning reports in respect of Mr. Butlin, Mr. Stephenson, Clemett Capital Corp. and 32 Degrees, may be obtained from Michael Zvonkovic, CFO, Vertex Resource Group Ltd., 780-464-3295.

About Vertex

Vertex is a company with a history that dates back to 1976 with the founding of Farmstead Buildings and later Pioneer Land Services Ltd., both of which subsequently formed part of Vertex’s business. Vertex has grown to become a leading provider of environmental and industrial services, including environmental and land consulting, fluid hauling and management, industrial insulation, cleaning and equipment rentals. Vertex is headquartered in Sherwood Park, Alberta and employs a staff of approximately 770 employees that service a wide array of customers in industries such as oil and gas upstream and midstream, utilities, telecommunication, forestry, agriculture and government. Vertex’s management team is comprised of seasoned industry veterans with a successful track record for industry consolidation and opportunistic acquisitions. Vertex principally operates in Western Canada, with limited but growing operations in the United States.

For further information: Please contact Terry Stephenson, President & CEO, or Michael Zvonkovic, CFO, Vertex Resource Group Ltd., 780-464-3295.

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 press release.

Contact Information

Vertex Resource Group Ltd.
Terry Stephenson
President & CEO
780-464-3295

Vertex Resource Group Ltd.
Michael Zvonkovic
CFO
780-464-3295