GASFRAC Announces Agreement for the Sale of Substantially All Operating Assets and Related Technology and CCAA Update

CALGARY, ALBERTA--(Marketwired - March 3, 2015) - GASFRAC Energy Services Inc. (TSX:GFS) ("GASFRAC" or the "Corporation") announces today that GASFRAC has entered into a definitive asset purchase agreement in respect of the sale of substantially all of its assets and related technology to a third party oil and natural gas service industry purchaser (the "Sale Transaction"). The Sale Transaction resulted from the previously announced court-approved sale and investment solicitation process ("SISP") conducted within the Companies Creditor's Arrangement Act ("CCAA") and Chapter 15 of the United States Bankruptcy Code ("Chapter 15") proceedings, under the supervision of Ernst & Young Inc., the court appointed monitor ("Monitor") and the Special Committee of the Corporation. Until the Sale Transaction is completed, GASFRAC will continue to operate its business under the supervision of its board of directors and the Monitor.

The Sale Transaction is subject to the approval of the Alberta Court of the Queen's Bench and United States Bankruptcy Court (collectively, the "Courts"). GAFRAC expects to file an application with the Courts to obtain the required approvals along with a report filed by the Monitor, which is anticipated to support completion of the Sale Transaction. Additional terms of the Sale Transaction will be disclosed as the Sale Transaction progresses, applicable approvals are obtained and the Sales Transaction is completed. Subject to approvals from the Courts, the Sale Transaction is expected to be completed in early April, 2015.

Concurrently with completing the Sales Transaction, GASFRAC will continue to develop a court-approved process to settle all claims identified as part of the CCAA and Chapter 15 proceedings.

GASFRAC has also obtained an extension until April 3, 2015, of its forbearance agreement with its primary secured lender, PNC Bank Canada Branch ("PNC"). Under the forbearance agreement, PNC has agreed, subject to certain conditions and restrictions, to forbear from exercising remedies under the existing secured loan documents between PNC, GASFRAC and GASFRAC's subsidiaries until April 3, 2015 or a date on which an event of default under the forbearance agreement occurs.