Trican and Canyon to Combine to Create a Premier Pressure Pumping - PowerPoint PPT Presentation

Trican and Canyon to Combine to Create a Premier Pressure Pumping Provider in Canada March 22, 2017

FORWARD LOOKING STATEMENTS This document contains statements that constitute forward-looking statements within the meaning of applicable securities legislation. These forward-looking statements include, among others, the Company’s prospects, expected revenues, expenses, profits, expected developments and strategies for its operations, and other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “achieve”, “achievable,” “believe,” “estimate,” “expect,” “intend”, “plan”, “planned”, and other similar terms and phrases. Forward-looking statements are based on current expectations, estimates, projections and assumptions that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks and uncertainties include: fluctuating prices for crude oil and natural gas; changes in drilling activity; general global economic, political and business conditions; weather conditions; regulatory changes; and availability of products, qualified personnel, manufacturing capacity and raw materials. If any of these uncertainties materialize, or if assumptions are incorrect, actual results may vary materially from those expected. 2

Creation of the Premier Independent Pressure Pumper in Canada  Creates the premier pressure pumper in Canada  Complementary cultures and a shared vision Enhanced ability to service broader and more complex customer  requirements  Significant opportunity for synergies  Transaction is expected to be accretive to Trican shareholders  Strong balance sheet and attractive capital markets positioning 3

Transaction Overview  Trican to acquire all of the issued and outstanding shares of Canyon in an all-share transaction Transaction  Canyon shareholders to receive 1.7 shares of Trican for each common share held Overview:  Total consideration of ~$637 million, including the assumption of ~$40 million of Canyon’s net debt  Trican: 56% Pro Forma Ownership:  Canyon: 44%  Represents equity consideration of $6.63 per share (based on Trican’s March 21, 2017 closing price) Consideration:  Implies a 32% premium to Canyon’s March 21, 2017 closing price  Brad Fedora (CEO of Canyon) will join the Trican Board of Directors Governance:  Expected to be completed in the second half of 2017 Approvals and  Subject to TSX and Alberta Court of Queen’s Bench approval, regulatory approvals, Timing: shareholder approvals from each company and the satisfaction of other customary closing conditions 4

Complementary Cultures and Shared Vision  Similar cultures and values  Shared vision of the industry opportunity going forward  Committed to having the best people in the industry • Safety • Quality • Efficiency • Technology 5

Combined Asset Base  High quality, modern fleet Revenue by Service Line (1) • ~680,000 fracturing HHP Industrial Pressure 2% Pumping Fraction 72%  Complementary service lines Energy 4% • Cementing Acid, Coil, Nitrogen • Coiled tubing, acid, nitrogen 7% Cementing • Fluid management 15% • Industrial and pipeline services  Technology advantage in the Canadian market (1) Based on 2016 YE actuals 6

Compelling Transaction for Canyon Shareholders  Immediate premium to Canyon shareholders  Opportunity to participate in the value potential of the combined company  Both companies are committed to a successful integration  Together, we will set the standard for service quality and execution for our customers  Committed to building the best combined team of people to create more opportunities for growth and profitability 7

Significant Opportunities for Cost Synergies  Expected annual pre-tax synergies of ~$20 million  Leveraging combined company’s fixed cost structure  Corporate overhead reduction  Operational facility optimization 8

Well Positioned for Growth  Available horsepower is fully contracted  Increased frac intensity and job size  Increased visibility on strong activity through 2017 Q3 and Q4   Well positioned to respond quickly and efficiently to growing demand  Significant volume of currently parked equipment back to work at a low cost 9

Strong Financial Positioning  Greater size and scale and improved market positioning  Combined market capitalization of $1.4 billion (1)  One of the largest public Canadian oilfield services companies by market capitalization  Well positioned for index inclusion  Well-positioned balance sheet and free cash flow profile • Additional value in ownership of Keane Group (1) Assuming Trican March 21, 2017 closing share price and a 1.70x exchange ratio 10

Creation of the Premier Independent Pressure Pumper in Canada  Largest independent pressure pumper in Canada  Complementary cultures and a shared vision Enhanced ability to service broader and more complex customer  requirements  Significant opportunity for synergies  Transaction is expected to be accretive to Trican shareholders  Strong balance sheet and attractive capital markets positioning 11