CWC CWC Energy Services Corp

CALGARY, AB, Nov. 6, 2023 /CNW/ - (TSXV: CWC) CWC Energy Services Corp. ("CWC" or the "Company") is pleased to announce that at its special meeting of shareholders held earlier today (the "Meeting), the shareholders of CWC ("CWC Shareholders") passed a special resolution (the "Arrangement Resolution") approving a statutory arrangement (the "Arrangement") pursuant to section 193 of the Business Corporations Act (Alberta), pursuant to which Precision Drilling Corporation ("Precision") will acquire all issued and outstanding common shares of CWC (the "CWC Shares") for consideration of cash and common shares of Precision.

The Arrangement Resolution was required to be passed by not less than two-thirds of the votes cast by CWC Shareholders, either in person or by proxy at the Meeting, and by a simple majority of the votes cast by CWC Shareholders, either in person or by proxy at the Meeting, after excluding the votes cast by such CWC Shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

A total of 411,524,412 CWC Shares (approximately 79.75% of the issued and outstanding CWC Shares) were represented at the Meeting in person or by proxy. The Arrangement Resolution was approved by 99.92% of the votes cast by CWC Shareholders, and by 99.92% of the votes cast by such CWC Shareholders after excluding the votes cast by such CWC Shareholders that were required to be excluded pursuant to MI 61-101.

CWC expects to apply for the final approval of the Court of Kings Bench of Alberta on November 7, 2023, and, assuming such order is granted on the terms contemplated by CWC and Precision, closing of the Arrangement is expected to occur on or about November 8, 2023. Following completion of the Arrangement, the CWC Shares will be de-listed from the TSX Venture Exchange, and an application will be made for CWC to cease to be a reporting issuer in the applicable jurisdictions.

CWC Energy Services Corp. is a premier contract drilling and well servicing company operating in Canada and the United States with a complementary suite of oilfield services including drilling rigs and service rigs. The Company's corporate office is located in Calgary, Alberta with operational locations in Nisku, Grande Prairie, Slave Lake, Sylvan Lake, Drayton Valley, Lloydminster, Provost and Brooks, Alberta and U.S. offices in Denver, Colorado and Casper, Wyoming. The Company's shares trade on the TSX Venture Exchange under the symbol "CWC".

READER ADVISORY - Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains certain forward-looking information and statements (collectively, "forward‐looking statements") within the meaning of applicable Canadian securities legislation. Certain statements contained in this news release may contain such words as "anticipate", "could", "continue", "should", "seek", "may", "intend", "likely", "plan", "estimate", "believe", "expect", "will", "objective", "ongoing", "project", "view" and similar expressions are intended to identify forward-looking information or statements. In particular, this news release contains forward-looking statements in respect of the anticipated timing for completion of the Arrangement. Although the Company believes that the expectations and assumptions on which such forward-looking information and statements are based are reasonable, undue reliance should not be placed on the forward-looking information and statements because the Company can give no assurances that they will prove to be correct. Since forward-looking information and statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the failure to meet the conditions precedent to the Arrangement, including court approval. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors were included in our management information circular dated October 2, 2023, which may be accessed through SEDAR+ at www.sedarplus.ca. The forward-looking information and statements contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Any forward-looking statements made previously may be inaccurate now.

SOURCE CWC Energy Services Corp.