NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Source Energy Services Ltd. (the "Company" or "Source") is pleased to announce that it has priced the initial public offering (the "Offering") of 16,666,667 common shares ("Common Shares") at a price of $10.50 per Common Share ("Offering Price") for aggregate gross proceeds of approximately $175 million. Source has filed and obtained a receipt for a final long form prospectus dated April 6, 2017 (the "Prospectus") with the securities commissions in each of the provinces and territories of Canada in connection with the Offering.
The Offering is being made through a syndicate of underwriters co-led and joint bookrun by Scotiabank, Morgan Stanley Canada Limited and BMO Capital Markets (the "Co-Lead Underwriters") and includes CIBC Capital Markets, Goldman Sachs Canada Inc., Raymond James Ltd., RBC Capital Markets, Canaccord Genuity Corp., Altacorp Capital Inc., Cowen and Company, GMP FirstEnergy and Peters & Co. Ltd., (collectively, with the Co-Lead Underwriters, the "Underwriters"). The Company has entered into an underwriting agreement with the Underwriters for the Offering.
The Company has granted to the Underwriters an over-allotment option, exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase up to an additional 2.5 million Common Shares at the Offering Price.
The Offering is expected to close on or about April 13, 2017, subject to customary closing conditions. Completion of the Offering is subject to, and conditional upon, the receipt of all necessary approvals, including regulatory approvals. The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the Common Shares under the symbol "SHLE". Listing is subject to the Company fulfilling all of the listing requirements of the TSX on or before June 13, 2017.
The Offering is only made by the Prospectus. The Prospectus contains important information about the securities being offered. Potential investors should read the Prospectus prior to making an investment decision. A copy of the Prospectus is available on the SEDAR website at www.sedar.com.
All Shareholders immediately prior to completion of the Offering, as well as the directors and officers of the Company will be subject to a lock-up for 180 days post-closing, subject to certain exceptions set out in the Prospectus.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction outside Canada. This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction outside of Canada. The securities offered pursuant to the Prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States or to a U.S. person absent registration or pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States.
About the Company
Source (through Source Energy Services Canada LP and Source Energy Services US LP) is a fully integrated producer, supplier and distributer of high-quality Northern White frac sand primarily to the Western Canadian Sedimentary Basin. Source provides its customers with a full end-to-end solution through its Wisconsin mine assets, processing facilities, unit train capable rail assets, strategically located terminal network and "last mile" logistics capabilities. Source's full service approach allows customers to rely on its logistics capabilities to increase reliability of supply and to ensure the timely delivery of their growing frac sand requirements. In addition to its transload terminal network and in-basin storage capabilities, Source has also developed Sahara, a proprietary wellsite mobile sand storage and handling system.
Advisories
Forward-Looking Information: This press release contains forward-looking statements that involve known and unknown risks and uncertainties, most of which are beyond the Company's control. The forward-looking statements contained in this release include, but are not limited to, those in respect of the anticipated closing date of the Offering and the listing of the Common Shares on the TSX. Should one or more of the risks or uncertainties underlying these forward-looking statements materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements. Accordingly, undue reliance should not be placed on these forward-looking statements. The forward-looking statements contained herein are made as of the date of this release and, other than as required by applicable securities laws, the Company does not assume any obligation to update or revise it to reflect new events or circumstances. The forward-looking statements contained in this release are expressly qualified by this cautionary statement.
Contact Information
Source Energy Services Ltd.
Brad Thomson
Chief Executive Officer
(403) 262-1312 (ext. 225)
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