CALGARY,
AB, May 18, 2022 /CNW/ - On May 18,
2022, MATCO Investments Ltd. ("MATCO") acquired
beneficial ownership and control of 392,439,525
common shares ("Common Shares") in the capital of Western
Energy Services Corp. ("Western" or the
"Corporation") pursuant to a rights offering to its
shareholders (the "Rights Offering"). MATCO exercised
18,296,504 rights which allowed MATCO to purchase 21.4488803374
Common Shares at a price of $0.016
per Common Share until 5:00 p.m.
(Toronto time) on May 13, 2022 (the "Basic Subscription
Privilege"). Ronald P.
Mathison ("Mathison") is the President, Chief
Executive Officer and sole shareholder of MATCO and is Chairman of
the Board of Directors of Western.
MATCO also subscribed for Common Shares under the additional
subscription privilege (the "Additional Subscription
Privilege") described in Western's final short form prospectus
dated April 11, 2022. The number of
Common Shares acquired by MATCO under the Rights Offering reported
herein is an estimate subject to change, as the number of Common
Shares issuable under the Additional Subscription Privilege are
subject to pro-rationing. MATCO will file an amended early warning
report upon confirmation of final share numbers once confirmed.
Immediately prior to this acquisition, Mathison and MATCO
beneficially owned and/or controlled and aggregate of 18,296,504
Common Shares, 126,130 options to purchase Common Shares (the
"Options") and 31,197 restricted share units which may be
settled through the issuance of Common Shares (the "Restricted
Share Units"). If all the Options were exercised and all
Restricted Share Units were redeemed, Mathison and MATCO would have
then owned and/or had control or direction over 18,453,831 Common
Shares representing approximately 20.07% of the then issued and
outstanding Common Shares (assuming no other Common Shares have
been issued by the Corporation). Immediately following these
acquisitions, Mathison and MATCO beneficially own and control an
aggregate of approximately 410,736,029 Common Shares, 126,130
Options, and 31,197 Restricted Share Units. Immediately following
these acquisitions, if all of the Options were exercised and all
Restricted Share Units were redeemed, Mathison and MATCO would then
own and/or have control or direction over 410,893,356 Common
Shares, representing approximately 10.12% of the then issued and
outstanding Common Shares (assuming no other Common Shares have
been issued by the Corporation since closing the Debt Restructuring
Transaction (as defined below)).
The acquisition of the
Rights by MATCO was made for investment purposes. Subject to applicable
law, Mathison and MATCO may from time to time dispose of, or
acquire, additional securities of the Corporation.
The Rights Offering was conducted in connection with the
Corporation's debt restructuring agreement with Alberta Investment
Management Corporation., the lender under its second lien term loan
facility (the "Restructuring Transaction"), as disclosed in
the Western's press release dated March 22,
2022, which included 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. As the
Rights Offering was fully subscribed, Western did not utilize the
previously announced standby commitment whereby G2S2 Capital Inc.,
Armco Alberta Inc. and MATCO agreed to acquire any Common Shares
not subscribed for under the Rights Offering.
The Corporation is located at 1700, 215 – 9th Avenue S.W.
Calgary, Alberta T2P 1K3. Mathison
and MATCO are located at 4900, 525 – 8th Avenue S.W., Calgary, Alberta, T2P 1G1. This press release
is issued pursuant to National
Instrument 62-103 - The Early
Warning System and Related Take-Over Bid and
Insider Reporting Issues, which also requires a report to be
filed with regulatory authorities in each of the jurisdictions in
which the Corporation is a reporting issuer containing information
with respect to the foregoing matters (the "Early Warning
Report"). A copy of the Early Warning Report will appear with
the Corporation's documents on the System for Electronic Document
Analysis and Retrieval and may be obtained upon request from
Ryan Jennings at (403) 294-0101.
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
future confirmations of the allocation MATCO received under the
Additional Subscription Privilege. Forward-looking information is
based on underlying assumptions and beliefs, estimates and
opinions, and are subject to inherent risks and uncertainties
surrounding future expectations generally that may cause actual
results to vary from plans, targets and estimates. Forward-looking
information is based on a number of assumptions and is subject to a
number of risks and uncertainties, many of which are beyond MATCO's
control.
SOURCE Western Energy Services Corp.