G2S2 Capital Inc. Announces Investment in Calfrac Well Services Ltd.

HALIFAX, NS, Dec. 18, 2020 /CNW/ - G2S2 Capital Inc. ("G2S2"), announces that G2S2, together with an entity with whom it is deemed to be a joint actor, acquired ownership of, and control over, an aggregate of 14,162,243 common shares ("Common Shares") and $26,083,000 principal amount of 10% senior secured convertible payment-in-kind notes ("Convertible Notes") of Calfrac Well Services Ltd. ("Calfrac"). The Common Shares and Convertible Notes were acquired pursuant to Calfrac's previously announced recapitalization transaction by way of a statutory plan of arrangement under the Canada Business Corporations Act, which was completed on December 18, 2020.

Under applicable Canadian provincial securities legislation, G2S2 is deemed to be a joint actor with Clarke Inc. Master Trust ("Clarke MT"), a pension plan administered by Clarke Inc., an entity of which G2S2 is a majority shareholder. G2S2 expressly disclaims ownership of any Common Shares or Convertible Notes owned by Clarke MT.

Immediately prior to the recapitalization transaction, G2S2, together with its deemed joint actor, held no equity or voting securities, or securities convertible into voting or equity securities, of Calfrac. Pursuant to the recapitalization transaction, G2S2, together with its deemed joint actor, acquired ownership and control of an aggregate of 14,162,243 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 59.2% 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 and Convertible Notes were acquired 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.