Essential Energy Services Files Circular For Special Meeting of Shareholders to Approve Acquisition by Element Technical Services

CALGARY, Alberta, Oct. 05, 2023 (GLOBE NEWSWIRE) -- Essential Energy Services Ltd. (TSX: ESN) (“Essential”) announces that it has filed a management information circular along with the related meeting and proxy materials (the "Meeting Materials") for the special meeting (the “Meeting”) of the shareholders of Essential (“Shareholders”) to be held on November 7, 2023 at the Calgary Petroleum Club, Viking Room, 319 – 5th Avenue SW, Calgary, Alberta, at 10:30 a.m. (Calgary time). Shareholders of record as of the close of business on September 18, 2023 are entitled to receive notice of and vote at the Meeting. Details on how to vote and participate in the Meeting are available in the Meeting Materials. The Meeting Materials are currently being mailed to Shareholders and can be downloaded from Essential’s SEDAR+ profile at www.sedarplus.ca. The Meeting Materials are also available at Essential’s website, www.essentialenergy.ca.

The purpose of the Meeting is to seek shareholder approval of the previously announced definitive amalgamation agreement (the “Amalgamation Agreement”) with Element Technical Services Inc. (“Element”) under which Element, through a wholly-owned subsidiary, will acquire all of the issued and outstanding common shares of Essential (each, an “Essential Share”) by way of a statutory amalgamation (the “Amalgamation”) and each Essential Shareholder will be entitled to receive $0.40 in cash per Essential Share held immediately prior to the Amalgamation. The Meeting Materials contain a detailed description of the Amalgamation.

The price of $0.40 per Essential Share represents a 12% premium to the 20-day volume weighted average trading price of Essential Shares on the Toronto Stock Exchange (the “TSX”) for the period ended September 14, 2023 and a 10% premium to the closing price on the TSX on September 14, 2023, the last trading day prior to execution of the Amalgamation Agreement.

The Amalgamation requires the approval of:

a) 66⅔% of the votes cast by the Shareholders present in person or by proxy at the Meeting; and

b) a majority of the votes cast by Shareholders in person or represented by proxy at the Meeting, after excluding the votes cast by those Shareholders whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, as more particularly described in the Meeting Materials.