G2S2 Capital Inc. Files Early Warning Report for Investment in Calfrac Well Services Ltd.

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HALIFAX, NS, Jan. 13, 2021 /CNW/ – G2S2 Capital Inc. (“G2S2”) announces that Clarke Inc. Master Trust (“Clarke MT”), an entity with whom G2S2 is deemed to be a joint actor, has disposed of 1,876,743 common shares (“Common Shares”) of Calfrac Well Services Ltd. (“Calfrac”).

Under applicable Canadian provincial securities legislation, G2S2 is deemed to be a joint actor with Clarke MT, a pension plan administered by Clarke Inc., an entity of which G2S2 is a majority shareholder. G2S2 expressly disclaims ownership of any securities owned by Clarke MT.

Specifically, on January 13, 2021, Clarke MT disposed of 1,876,743 Common Shares of Calfrac through the facilities of the Toronto Stock Exchange at a price of $4.04 per share (the “Disposition”).

Immediately prior to the Disposition, G2S2, together with its deemed joint actor, owned and exercised control over an aggregate of 13,393,241 Common Shares and $26,083,000 principal amount of 10% senior secured convertible payment-in-kind notes (“Convertible Notes”) which, if converted would entitle G2S2, together with its deemed joint actor, to an additional 19,574,484 Common Shares, representing a securityholding percentage of 57.86% of the Common Shares (determined on a partially diluted basis assuming the conversion of only the $26,083,000 principal amount of Convertible Notes beneficially owned and controlled by G2S2 and its deemed joint actor).

Immediately after the Disposition, G2S2, together with its deemed joint actor, owns and exercises control over an aggregate of 11,516,498 Common Shares and $26,083,000 principal amount of Convertible Notes which, if converted would entitle G2S2, together with its deemed joint actor, to an additional 19,574,484 Common Shares, representing a securityholding percentage of 54.56% of the Common Shares (determined on a partially diluted basis assuming the conversion of only the $26,083,000 principal amount of Convertible Notes beneficially owned and controlled by G2S2 and its deemed joint actor).

The Common Shares were disposed of for investment purposes. G2S2 and Clarke MT may, from time to time, acquire additional Common Shares or Convertible Notes, or dispose of some or all of their current or additional Common Shares or Convertible Notes, in the normal course of their investment activities.

G2S2 has filed an early warning report relating to this press release on the System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com under Calfrac’s issuer profile. The address of the head office of Calfrac is 411 – 8th Avenue S.W., Calgary, Alberta, T2P 1E3.

About G2S2

G2S2 Capital Inc. is a privately held investment holding company focused on creating value across a variety of businesses with a long term horizon. G2S2 is incorporated under the laws of Canada. G2S2 is controlled by George & Simé Armoyan.

SOURCE G2S2 Capital Inc.