ENT Entrec Corporation

Entrec Transportation Services Ltd. (TSX VENTURE:ENT)("ENTREC") is pleased to
announce it has entered into a letter of intent (the "LOI"), subject to certain
conditions, to acquire the Mains Group of Companies ("Mains Group"). The Mains
Group includes Mains Crane & Rigging Ltd., Main Crane USA Inc., Mains
Transportation Services Inc., Nisku Engineering Ltd., and Independent Crane &
Equipment Inc. Based in Nisku, Alberta, the Mains Group has been providing crane
and heavy haul transportation services to all major industry sectors throughout
western Canada for 18 years. In 2009, the Mains Group also expanded its
operations through Mains Crane USA to Fargo, North Dakota adjacent to the Bakken
region. 


The Mains Group currently employs approximately 85 employees and operates a
modern, well maintained fleet of cranes and specialized heavy haul
transportation equipment currently valued in excess of $30 million. The Mains
Group operates a crane fleet of over 60 units consisting of rough terrain
cranes, all terrain cranes, crawlers, carry decks and picker trucks. The
transportation fleet includes 42 lines of hydraulic platform trailers, 10 power
units, and approximately 40 conventional heavy haul trailers.


"Our expansion into the crane services market is a key element of our overall
growth strategy," comments Rod Marlin, ENTREC's Chairman and CEO. "Crane
services are very complimentary to heavy haul transportation and allow our
customers to obtain both their heavy haul and lifting needs from one vendor." 


"The Mains Group is a very well respected company in the crane and heavy haul
transportation sector," added Mr. Marlin. "This acquisition will represent a
significant step forward for ENTREC in becoming a leading provider of integrated
crane and heavy haul solutions to our customers throughout North America."


"We believe the acquisition by ENTREC of the Mains Group is an excellent fit for
our employees and our customers," comments Carolyn Mains, Chairwoman of the
Mains Group. "We feel that ENTREC will continue to provide our customers with
outstanding service and empower our employees through employee ownership. ENTREC
clearly shares the same values and principals that have driven our company since
our establishment in 1994 by my husband Craig Mains (1950-2010)." 


The aggregate purchase price payable by ENTREC will be $56.275 million, less
debt as at the closing of the transaction. The purchase price payable at closing
will consist of: (i) the issuance of 14,000,000 common shares of ENTREC issued
at a deemed price of $1.35 per share; and (ii) the balance payable in cash.


The final aggregate purchase price payable will be adjusted based on normalized
earnings before interest, taxes, depreciation and amortization ("EBITDA") during
the 12 month period ending June 30, 2012 and working capital as at the closing
date. The maximum number of additional common shares that may be issued pursuant
to these adjustments is 1,250,000. The acquisition is currently anticipated to
close on or about June 4, 2012. 


Entrec estimates the Mains Group will initially generate EBITDA of approximately
$13.0 to $14.0 million in the 12 month period ending December 31, 2012. However,
the anticipated growing demand for cranes and specialized heavy haul
transportation to serve the Alberta oil sands could significantly increase this
amount in the future.


The parties agree that prior to the closing of the acquisition of the Mains
Group, ENTREC will negotiate a long-term renewable services contract with Main's
largest client (the "Services Contract"). This Services Contract has the
potential to generate revenue in excess of $100 million over the proposed 5 year
term. 


Warrants

Upon closing of the acquisition, the LOI also contemplates the granting an
aggregate of 14,000,000 common share purchase warrants (the "Warrants"), each
Warrant entitling the holder thereof the right to acquire one common share of
ENTREC at an exercise price of $1.50 per common share at any time from June 1,
2013 to May 31, 2014. Additional Warrants will be issued on identical terms on a
one to one basis for any additional ENTREC common shares issued in payment of
the purchase price adjustments described above. The holder shall not, at any
time, be entitled to exercise any portion of the common share purchase warrants
that would result in the holder owning 20% or more of ENTREC's issued and
outstanding common shares. 


Reader Advisory

Completion of the proposed transaction is subject to, among other things, the
negotiation and execution of a definitive binding agreement, approval of the
board of directors of ENTREC, lender approval, obtaining satisfactory financing,
regulatory approval (including but not limited to the approval of the TSX
Venture Exchange), and the completion of due diligence activities. There can be
no assurance that these conditions precedent, or any other conditions precedent,
will be satisfied. Further, there can be no assurance that the proposed
transaction will be completed as proposed or at all. 


About ENTREC

ENTREC specializes in the transportation and rigging of overweight and oversized
cargo for the oil and gas, construction, petrochemical, mining and power
generation industries. The common shares of ENTREC trade on the TSX Venture
Exchange under the trading symbol "ENT". 


Forward-looking statements

This press release contains forward-looking statements that reflect ENTREC's
current beliefs and that are based on information currently available to ENTREC.
These statements require ENTREC to make assumptions it believes are reasonable
but, as a result of such assumption, such forward-looking statements are subject
to inherent risks and uncertainties. Actual results and developments may differ
materially from the results and developments discussed in the forward-looking
statements as certain of these risks and uncertainties are beyond ENTREC's
control. Examples of such forward-looking statements in this press release
relate to, but are not limited to, (i) ENTREC's expectation that the Mains Group
acquisition will be completed and the terms on which it will be completed, (ii)
that normalized EBITDA for the Mains Group will initially generate between $13.0
million and $14.0 million in the 12 month period ending December 31, 2012 and
could increase further in the future if demand for these services in the Alberta
oil sands continues to grow, and (iii) Entrec could earn revenue from the
Services Contract in excess of $100 million over five years. 


These forward-looking statements rely on certain expectations and assumptions,
including, among others, (i) the results of ENTREC's due diligence review of the
businesses proposed to be acquired being satisfactory,(ii) the ability of the
parties to agree to the terms of a definitive agreement,(iii) the ability of
ENTREC to obtain the necessary financing to complete the proposed transaction,
(iv) the ability of ENTREC to receive the various approvals required, and (v)
the Mains Group meeting or exceeding ENTREC's internal revenue, net earnings,
and cash flow forecasts for that business in the future. Although ENTREC
believes that the expectations and assumptions on which such forward-looking
statements are based are reasonable, undue reliance should not be placed on the
forward-looking statements because ENTREC can give no assurance that they will
prove to be correct. The results of the due diligence review on the businesses
proposed to be acquired by ENTREC may be less than satisfactory, the parties may
be unable to agree to the terms of the definitive documentation required for the
transaction, ENTREC may not be able to arrange for satisfactory financing, and
ENTREC may not be able to obtain all required approvals. 


Factors that may negatively impact ENTREC's ability to achieve these forecasts
include, but are not limited to, fluctuations in the demand for specialized
crane and heavy haul transportation services in the Alberta oil sands region and
across western Canada, political and economic conditions, industry competition,
and ENTREC's ability to attract and retain both customers and key personnel.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which are given as of the date hereof, and to not use such
forward-looking statements for anything other than their intended purpose.
ENTREC undertakes no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law.

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