ARC Financial-backed STEP Energy to acquire GASFRAC Energy

GASFRAC Energy Services Inc has received court approval to sell substantially all of its assets to STEP Energy Services Ltd. The financial terms of the deal, which resulted from a court-approved sale and investment solicitation process, were not released. The sale is expected to be closed next month. Based in Calgary, GASFRAC Energy is a well-fracturing business. STEP Energy, which is also based in Calgary, is an oilfield service company that provides specialized coiled tubing units and related equipment. It was founded in 2011 with a $75 million investment from Canadian private equity firm ARC Financial Corp. ARC is reported to be nearing a $1 billion first close on its eighth energy fund.


GASFRAC Announces Court Approval of Agreement for the Sale of Substantially All Operating Assets and Related Technology and CCAA Update

CALGARY, ALBERTA–(Marketwired – March 20, 2015) – GASFRAC Energy Services Inc. (“GASFRAC” or the “Corporation”) (TSX:GFS) announces that GASFRAC has obtained the approval of the Court of Queen’s Bench of Alberta and the United States Bankruptcy Court (the “Courts”) in respect of the definitive asset purchase agreement (the “Sale Agreement”) entered into between GASFRAC and STEP Energy Services Ltd. (“STEP”), contemplating the sale of substantially all of its assets and related technology by GASFRAC to STEP, together with all other matters contemplated by the Sale Agreement (the “SaleTransaction”).The Sale Transaction resulted from the previously announced court-approved sale and investment solicitation process (“SISP”) conducted within the Companies Creditor’s Arrangement Act(“CCAA”) and Chapter 15 of the United States Bankruptcy Code(“Chapter 15”) proceedings, under the supervision of Ernst & Young Inc., the court appointed monitor (“Monitor”) and the board of directors of the Corporation.GASFRAC will continue to operate its business under the supervision of its board of directors and the Monitor.

GASFRAC has also obtained approval of the Courts to undertake a creditor claims process. Full particulars of such claims process will be provided to the creditors by the Monitor.

CIBC World Markets Inc. acted as agent, investment banker and financial advisor to GASFRAC with respect to the SISP and the Sale Transaction. Borden Ladner Gervais LLP is Canadian legal counsel to GASFRAC and Vinson & Elkins LLP is United States counsel to GASFRAC. The Monitor’s Canadian counsel is Norton Rose Canada LLP and United States counsel is Norton Rose Fulbright US LLP.

Additional terms of the Sale Transaction will be disclosed as the Sale Transaction progresses and the Sales Transaction is completed. The Sale Transaction is expected to be completed in early April, 2015.

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 the implementation of CCAA proceedings, completion of the Sale Transaction and the reorganization or restructuring of the assets, business and financial affairs of the Corporation, 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. In addition, the Sale Transaction is subject to standard closing conditions, including that all required regulatory, court and creditor approvals are obtained and there is no assurance that the Sale Transaction will be completed. 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 future 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 implementation and impact of the Sale Transaction in respect of the reorganization or restructuring of the assets, business and financial affairs of the Corporation, future co-operation of the creditors of the Corporation including the Corporation’s secured lender, receipt of all required approvals to implement the Sale Transaction, the Corporation’s ability to generate sufficient cash-flow from operations or to obtain adequate financing to fund capital expenditures and working capital needs and to meet the Corporation’s ongoing obligations during the CCAA proceedings, the ability to maintain relationships with suppliers, customers, employees, stockholders and other third parties in light of the Corporation’s current liquidity situation 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; effect of market conditions on demand for the Corporation’s products and services; the ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability to operate its business in a safe, efficient and effective manner; the performance and characteristics of various business segments; the effect of current plans; the timing and costs of capital expenditures; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding environmental matters in the jurisdictions in which the Corporation operates; and the ability of the Corporation to successfully market its products and services.

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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