CALGARY,
AB, April 12, 2022 /CNW/ - Western Energy
Services Corp. (the "Company" or "Western") (TSX:
WRG) announces that it has filed with the securities regulatory
authorities in all the provinces of Canada and obtained a receipt for a final
short form prospectus (the "Final Prospectus") with respect
to the previously announced rights offering to its shareholders to
raise $31.5 million (the "Rights
Offering"). The Company has also concurrently filed an
amendment to its registration statement on Form F-7/A with the
United States Securities and Exchange Commission in the United States relating to the Rights
Offering.
Pursuant to the Rights Offering, all eligible shareholders of
Western (subject to applicable law) will receive one right (a
"Right") for every common share (a "Common Share")
held by the shareholder as of 5:00
p.m. (Toronto time) on
April 19, 2022 (the "Record
Date"). Each Right will entitle an eligible holder to purchase
21.4488803374 Common Shares (the "Basic Subscription
Privilege") at the subscription price of $0.016 per share until 5:00 p.m. (Toronto time) on May
13, 2022 (the "Expiry Date"). The Rights Offering
includes an additional subscription privilege entitling holders of
Rights who have fully exercised their Rights to subscribe for
additional Common Shares, if available, that are not otherwise
subscribed for under the Rights Offering. Where the exercise of
Rights would otherwise entitle a holder of Rights to receive
fractional Common Shares, the holder's entitlement will be reduced
to the next lowest whole number of Common Shares.
The Rights will be listed on April 18,
2022, under the symbol "WRG.RT" and will cease trading at
12:00 p.m. (Toronto time) on the Expiry Date.
Under the Rights Offering, any Rights that would otherwise be
distributed by the Company to shareholders who are not resident in
the provinces of Canada or
the United States, will instead be
delivered to the subscription agent appointed by the Company, who
will hold such Rights as agent for the benefit of all such
ineligible holders. Further information regarding the treatment of
Rights issued to shareholders resident in ineligible jurisdictions
is included in the Final Prospectus.
The Rights Offering is being conducted in connection with the
Company's debt restructuring agreement with Alberta Investment
Management Corporation. ("AIMCo"), the lender under its
second lien term loan facility (the "Restructuring
Transaction"), as disclosed in the Company's press release
dated March 22, 2022, which will
include the conversion of $100
million of the principal amount outstanding under the second
lien facility into Common Shares at an issue price of $0.05 per Common Share. G2S2 Capital Inc.
("G2S2"), G2S2's subsidiary Armco Alberta Inc.
("Armco"), Ronald P. Mathison
and Matco Investments Ltd. ("Matco") have entered into a
standby purchase agreement with the Company wherein G2S2, Matco,
and Mr. Mathison have agreed to exercise in full their Basic
Subscription Privilege and, in the case of each of G2S2, Armco and
Matco (collectively, the "Standby Purchasers"),
will purchase any shares not subscribed for by other eligible
shareholders under the Rights Offering, either directly or through
an affiliate. AIMCo has agreed that it will not exercise the Rights
issued to it in the Rights Offering.
It is expected that the closing date of the Rights Offering and
Restructuring Transaction will be two business days following the
Expiry Date. The Rights Offering and the Debt Restructuring
Agreement are subject to a number of conditions, including
completion of the purchase commitments by the Standby Purchasers to
the extent required.
Subject to applicable law, a certificate representing the Rights
issued, together with the Final Prospectus will be distributed to
all eligible registered shareholders who hold Common Shares on the
Record Date, along with instructions explaining the number of
Common Shares that can be purchased for those Rights, how to
subscribe for the purchase of Common Shares pursuant to those
Rights or instruct such shareholder's broker to subscribe for the
purchase of Common Shares on the shareholder's behalf, and how to
sell Rights in the market or otherwise transfer them to another
party.
Further, more detailed information regarding the Rights Offering
and the Restructuring Transaction is included in the Final
Prospectus which is filed on SEDAR under Western's profile at
www.sedar.com and the Form F-7/A registration statement (File
No. 333-264003) which is filed with the United States Securities
and Exchange Commission on EDGAR at www.sec.gov.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
securities of the Company in any province, state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such province, state or jurisdiction.
About Western
Western is an oilfield service company which provides contract
drilling services through its division, Horizon Drilling in
Canada, and its wholly owned
subsidiary, Stoneham Drilling Corporation in the United States. Additionally, Western
provides production services in Canada through its wholly-owned subsidiary
Western Production Services Corp. and through its division, Eagle
Well Servicing which provides well servicing, and its division Aero
Rental Services which provides oilfield rental services.
Forward‐Looking
Statements and Information
This press release contains forward‐looking statements and
forward‐looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "will", "outlook" and similar expressions are
intended to identify forward‐looking information or statements.
More particularly and without limitation, this press release
contains forward‐looking statements and information regarding the
Restructuring Transaction; the terms of the Rights Offering; the
conduct of the Rights Offering; the size of the Rights Offering;
the intended use of proceeds of the Rights Offering; the
participation of certain security holders in the Rights Offering,
including the Standby Purchasers, G2S2, Ronald Mathison and AIMCo; the timing for the
Rights Offering; the anticipated closing date of the Rights
Offering and Restructuring Transaction; and the conditions of the
Restructuring Transaction and the Rights Offering.
These forward‐looking statements and information are based on
certain key expectations and assumptions made by Western in light
of its experience and its perception of historical trends, current
conditions and expected future developments, as well as other
factors that the Company believes are appropriate in the
circumstances. Although Western believes that the expectations and
assumptions on which such forward‐looking statements and
information are based are reasonable, undue reliance should not be
placed on the forward‐looking statements and information as Western
cannot give any assurance that they will prove to be correct. Since
forward‐looking statements and information 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; risks relating to the
influence of significant shareholders of the Company over the
Company's business operations and share price; the risk that any of
the conditions set forth in the agreements providing for the
Restructuring Transaction are not satisfied on a timely basis,
including receipt of TSX approval on satisfactory conditions, or
other termination events under such agreements occur; and Western's
inability to meet its obligations under its credit facilities such
that further financing is not available.
Readers are cautioned that the foregoing list of risks and
uncertainties is not exhaustive. Additional information on these
and other risk factors that could affect Western's operations or
financial results are included in Western's annual information form
and may be accessed through the SEDAR website (www.sedar.com). The
forward‐looking statements and information contained in this press
release are made as of the date hereof and Western does not
undertake any obligation to update publicly or revise any
forward‐looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
SOURCE Western Energy Services Corp.