MATCO INVESTMENTS LTD. AND RONALD P. MATHISON FILE EARLY WARNING REPORT REGARDING WESTERN ENERGY SERVICES CORP.
CALGARY, AB, April 20, 2022 /CNW/ - On April 19, 2022, MATCO Investments Ltd. ("MATCO") acquired beneficial ownership and control of an aggregate of 18,296,504 rights to purchase 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"). Each Right entitles 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.
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 18,296,504 Common Shares, 126,130 Options, 31,197 Restricted Share Units and 18,296,504 Rights. Immediately following these acquisitions, if all of the Options were exercised, all Restricted Share Units were redeemed and all the Rights were exercised, Mathison and MATCO would then own and/or have control or direction over 410,893,356 Common Shares, representing approximately 84.83% of the then issued and outstanding Common Shares (assuming no other Common Shares have been issued by the Corporation). While it is highly likely that MATCO and Mathison will acquire the number of Common Shares described above, it is very unlikely that they will acquire such a large percentage of the Corporation's shares. Concurrently with MATCO's rights offering subscription, other subscribers hold similar rights to acquire large numbers of Common Shares. In addition, the Corporation intends to issue Common Shares in exchange for a portion of its indebtedness. The prospectus of the Corporation filed on April 11, 2022 provides material information on such prospective issues of Common Shares and the related transactions.
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 is being conducted in connection with the Corporation'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 Western'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"), Mathison and MATCO have entered into a standby purchase agreement with the Western wherein G2S2, MATCO and 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.
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.
SOURCE MATCO Investments Ltd.
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