CALGARY, ALBERTA–(Marketwired – March 2, 2016) – NEW WEST ENERGY SERVICES INC. (“NWE”) (TSX VENTURE:NWE) today made a number of important announcements, including a new acquisition strategy, a proposed non-brokered private placement and the calling of a special meeting of shareholders.
NWE President and Chief Executive Officer, Gerry E. Kerkhoff, commented: “NWE has a long and trusted track record in oil and gas services throughout western Canada. These are very challenging times for the oil and gas industry but thanks to our strong customer base we have shown resilience and believe that now is the time to look at strategic acquisitions. We intend to focus on transactions that provide additional service capacity, both in scale and geographic scope, to our current and future customers. While our core business will remain tied to drilling waste and water management, including transport and disposal, we intend to explore opportunities that would allow NWE to expand its service offering to a broader range of customers.”
“We are confident that by strengthening our balance sheet now through a private placement financing and completing transactions of strategic importance, we will be well positioned to create significant shareholder value when oil and gas prices rebound and field activity levels improve,” noted Mr. Kerkhoff.
NWE announced that it will pursue acquisitions or mergers with operating businesses that strengthen its market presence throughout western Canada. As part of these efforts, NWE has engaged PwC Corporate Finance, which specializes in providing M&A related investment banking advisory services, as its exclusive advisor to assist with target identification, valuation analysis, structuring and negotiations.
While NWE cannot give assurances of any acquisition or merger ultimately being consummated, the company has had initial discussions with several companies that fit its target profile. NWE’s target profile for acquisition or merger candidates includes companies with synergistic operations, stable or increasing revenues, sustainable cash flows and manageable debt levels.
Non-Brokered Private Placement
In order to strengthen its balance sheet, NWE announced that it intends to complete a non-brokered private placement of up to 33,333,333 common shares of NWE to be issued at a price of $0.03 per share for aggregate gross proceeds of up to $1,000,000.
William A. Rand, the Chairman and a Director and insider of NWE, has noted his intention to subscribe for a minimum of one-third of the offering (i.e., 11,111,111 common shares). Mr. Rand may purchase additional shares in the financing. Mr. Rand currently holds 18,459,070 common shares of NWE, being approximately 19.07% of the outstanding common shares of NWE. Assuming completion of the full amount of the private placement and sale to Mr. Rand of 11,111,111 common shares, Mr. Rand will hold upon closing approximately 22.73% of the issued and outstanding common shares of NWE.
Mr. Rand would upon closing become a “control person” pursuant to the policies of the TSX Venture Exchange (the “TSXV”) and his participation in the private placement constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and Policy 5.9 of the TSXV.
To comply with the minority shareholder approval requirements of the TSXV and MI 61-101, the private placement will be subject to the approval of the shareholders of NWE by ordinary resolution at a special meeting scheduled for April 7, 2016, excluding the votes attaching to the common shares held by Mr. Rand and any other NWE directors participating in the financing.
NWE intends to use the proceeds from the private placement to repay certain bank indebtedness ($200,000), for equipment purchases and financing (up to $160,000) and for general operational purposes (up to $640,000). Such use of proceeds is an estimation based upon information currently known to NWE and management’s actual use of proceeds may vary materially from those noted here depending upon changing circumstances and/or any corporate mergers or acquisitions or other strategic transactions that the company may undertake.
The directors of NWE, after giving due consideration to market conditions and the capital needs of NWE, have determined that the private placement is in the best interests of NWE.
The closing of the private placement is subject to applicable regulatory approvals, including approval of the TSXV and is expected to close shortly after the special meeting of NWE scheduled for April 7, 2016. All common shares issued pursuant to the private placement will be subject to a hold period of four months and one day.
Special Meeting Scheduled for April 7, 2016
NWE announced that it will be holding a special meeting of shareholders on April 7, 2016 at 10:00 a.m. (Pacific Time) at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia.
At the meeting, the shareholders of NWE will be asked to consider and, if thought fit, to pass an ordinary resolution approving the private placement and the creation of a new control person.
To pass, this ordinary resolution requires the approval of a majority of the votes cast in person or by proxy at the meeting, excluding the votes attaching to the common shares held by Mr. Rand and any other NWE directors participating in the financing.
A notice of meeting and information circular in respect of the special meeting will provide further details regarding the private placement and will be mailed to the shareholders of NWE in due course.
ABOUT NEW WEST ENERGY SERVICES
NWE management and operations personnel have over 20 years of experience in oil and gas services throughout western Canada. The company uses advanced technology and processes in drilling waste and water management, including transport and disposal. Through its subsidiaries, NWE services the drilling, completions and production sectors and operates a fleet of modern straight, combo and hydro vac trucks as well as end dumps, water and tank trucks with bulk transport trailers. NWE is a recognized leader in comprehensive environmental services, with management contributing to the establishment of the first guidelines in Alberta for Landspray While Drilling. NWE’s main service centres are located in Beaverlodge and Medicine Hat, Alberta, and its head office is in Calgary, Alberta.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Except for the statements of historical fact contained herein, certain information presented herein constitutes “forward-looking statements”. More particularly, this press release contains statements concerning the terms of the private placement, the use of proceeds, the anticipated sizes of individual subscriptions to the private placement, obtaining TSXV and regulatory approvals and the timing of closing. The forward-looking statements contained in this press release are solely opinions and forecasts which are uncertain and subject to risks. Forward-looking statements include but are not limited to uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties. Accordingly, readers are cautioned that the assumption used in the preparation of the forward-looking statements, although considered reasonable at the time of preparation may prove to be imprecise and, as such undue reliance should not be placed on forward-looking statements.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Corporation 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. Additionally, the Corporation undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters disclosed in this press release.
New West Energy Services Inc.
Gerry E. Kerkhoff
President & Chief Executive Officer
403.984.9798 or 1.888.977.2327 (BEAR)