CALGARY, ALBERTA, June 13, 2017 – Critical Control Energy Services Corp. (“Critical Control” or the “Corporation”) (TSX:CCZ) has mailed an information circular dated May 26, 2017 (the “Information Circular”) to all shareholders of record as of May 25, 2017 for the Corporation’s Annual and Special Meeting of Shareholders to be held on June 29, 2017 (the “AGM”).
At the AGM, one of the matters put to Shareholders will be a plan of arrangement whereby all common shareholders may elect to either keep their common shares or exchange all or some of their common shares for preferred shares of the Corporation (the “Plan of Arrangement”). Details of the proposed Plan of Arrangement and associated election are contained in the Information Circular mailed to shareholders and can also be found on www.sedar.com and the Corporation’s website at www.criticalcontrol.com.
Each shareholder must file an election by 10:00 am on June 27, 2017 to indicate whether they wish to keep their common shares or exchange all or part of their common shares for preferred shares under the proposed Plan of Arrangement. All registered shareholders must return a letter of transmittal contained in their meeting materials included with the Information Circular. All non registered shareholders who own shares through a broker, must contact their broker to arrange to make their election. SHAREHOLDERS ARE CAUTIONED THAT IF THEY DO NOT FILE AN ELECTION, SOME OR ALL OF THEIR COMMON SHARES MAY BE EXCHANGED FOR PREFERRED SHARES UNDER THE PROPOSED PLAN OF ARRANGEMENT.
Risks Related to the Formation of a Control Person
Given the potential reduction in the number of common shares outstanding pursuant to the proposed Plan of Arrangement, there is a risk that a single shareholder will hold more than 20% of the outstanding common shares of the Corporation post-arrangement, the formation of which would require shareholder approval. Accordingly, in order to facilitate the completion of the proposed Plan of Arrangement and obtain regulatory approval, no shareholder can own or control 20% or more of the outstanding common shares of the Corporation post-arrangement, inclusive of any warrants convertible into common shares of the Corporation.
Risks Related to Liquidity
Reference is made to the Liquidity and Capital Resources section of the Corporation’s Management Discussion and Analysis for Q1 2017. Specifically, available cash on hand combined with amounts available on the Corporation’s secured banking facility fell from $1.1 million as at December 31, 2016 to $0.5 million as at March 31, 2017. In order to improve liquidity, the Corporation is undertaking a private placement of preferred shares as disclosed in the press release of the Corporation dated May 11, 2017 (the “Private Placement”). The Private Placement is dependent, in part, upon the successful completion of the proposed Plan of Arrangement. In the event the Plan of Arrangement is not completed, the Corporation cannot complete the Private Placement and the Corporation will have to address the issue of liquidity in a different manner, the success of which cannot be assured.
Risks Related to Listing
The current market capitalization of the common shares of the Corporation is close to the minimum listing requirements of the Toronto Stock Exchange. The proposed Plan of Arrangement will reduce the number of common shares outstanding which would, in turn, further reduce the market capitalization of the common shares. In the event that the trading price of the common shares does not increase to offset the reduced number of shares, the common shares will not likely meet the continued listing requirements of the TSX after the proposed Plan of Arrangement. Additionally, depending upon the election made by shareholders under the proposed Plan of Arrangement, or the failure to elect, there is a risk that the number of public shareholders holding at least one board lot of common shares may fall below 150. In either such event, the continued listing of the common shares may be reviewed by the TSX. In the event the review determines that the common shares do not meet the minimum listing requirements, the TSX may notify the Corporation of such determination and provide a timeline for the Corporation to rectify such deficiency. In the event the price of the common shares does not increase in order for the common shares to meet the minimum listing requirements or the number of public shareholders holding at least one board lot remains below 150 and such deficiency cannot be otherwise addressed by the Corporation within the time period allotted by the TSX, the common shares may be subject to de-listing from the Toronto Stock Exchange and it will be necessary for the Corporation to seek to have the common shares of the Corporation trade on an alternative exchange, including but not limited to the TSX Venture Exchange. There is no assurance that such alternative listing, if necessary, will be successful.
Risks Related to Listing of the Preferred Shares
The completion of the proposed Plan of Arrangement is dependent upon conditional approval from the TSX for the listing of the preferred shares. Until the minimum listing requirements for the listing of the preferred shares are met, the proposed Plan of Arrangement cannot be completed. If the minimum listing criteria is met and the proposed Plan of Arrangement is completed, the preferred shares will be listed on the Toronto Stock Exchange only after the Exchange has received all required documentation from the Corporation. Therefore, even if the minimum listing requirements are met, the preferred shares may not be listed immediately upon the closing of the proposed Plan of Arrangement.
About Critical Control
Critical Control provides solutions for the collection, control and analysis of measurement and operational data related to oil and gas wells across North America. We provide services to capture the data, cloud-based software to visualize and manage it and the business intelligence to make quicker and more informed operational decisions.
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President & CEO
Tel (403) 705-7500