Government of Alberta

CERF Incorporated completes C$65 million acquisition of Winalta Inc. Date closed: 8/27/2014 Value: C$65 million On Aug 27, 2014, CERF Incorporated (CERF) and Winalta Inc. (Winalta) completed the plan of arrangement (the Arrangement) between CERF, Winalta and the shareholders of Winalta. The Arrangement combines CERF's oilfield rentals business, waste management, and construction rentals businesses with Winalta's oilfield accommodation rentals business. The combined company will continue operations as CERF. Pursuant to the Arrangement, CERF acquired all of the issued and outstanding common shares of Winalta (Winalta Shares), including those shares that were issued upon the exercise of options to acquire Winalta Shares granted under Winalta's option plan. The former holders of Winalta Shares received 0.3352 of a CERF Share for each Winalta Share held. Under the Arrangement, CERF issued approximately 14,456,717 CERF Shares and assumed $19.3 million of Winalta net debt, inclusive of transaction costs. Concurrent with the Arrangement, CERF entered into new syndicated credit facilities of $65 million. BLG represented CERF with a team led by William C. Guinan that included Steven G. Pearson and Michael J. Saliken. Winalta Inc., operating under the trade name, Winalta Oilfield Rentals, is an oilfield service provider that specializes in portable industrial rental accommodations, remote offices and Dedicated Geo Labs; servicing the Western Canadian Oil and Gas Industry. The Company also provides complementary services which include camp catering, transportation, installation, dismantling, and repair and maintenance of the modular structures in its fleet. Our energy service rental fleet is comprised of: •Wellsites •Drilling Camps •Sleepers •Command Centres •Dedicated Geo Labs From our yard and servicing areas in Acheson and Grande Prairie, Alberta and in Estevan, Saskatchewan, Winalta's experienced team of service hands cater to the Oil and Gas drillers operating in the Western Canadian Sedimentary Basin. Remote or local, long or short-term, Winalta Oilfield Rentals can assist you in putting together a custom turnkey accommodation package.