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

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This document contains statements that constitute forward-looking statements within the meaning of applicable securities legislation. These forward-looking statements include, among

• thers, the Company’s prospects, expected revenues, expenses, profits, expected

developments and strategies for its operations, and other expectations, beliefs, plans, goals,

• bjectives, 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,

• r if assumptions are incorrect, actual results may vary materially from those expected.

Creation of the Premier Independent Pressure Pumper in Canada

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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 Strong balance sheet and attractive capital markets positioning Transaction is expected to be accretive to Trican shareholders

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Transaction Overview

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Transaction Overview:

• Trican to acquire all of the issued and outstanding shares of Canyon in an all-share

transaction

• Canyon shareholders to receive 1.7 shares of Trican for each common share held
• Total consideration of ~$637 million, including the assumption of ~$40 million of

Canyon’s net debt Pro Forma Ownership:

• Trican: 56%
• Canyon: 44%

Consideration:

• Represents equity consideration of $6.63 per share (based on Trican’s March 21, 2017

closing price)

• Implies a 32% premium to Canyon’s March 21, 2017 closing price

Governance:

• Brad Fedora (CEO of Canyon) will join the Trican Board of Directors

Approvals and Timing:

• Expected to be completed in the second half of 2017
• Subject to TSX and Alberta Court of Queen’s Bench approval, regulatory approvals,

shareholder approvals from each company and the satisfaction of other customary closing conditions

Complementary Cultures and Shared Vision

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• Similar cultures and values
• Shared vision of the industry
• pportunity going forward
• Committed to having the best

people in the industry

• Safety
• Quality
• Efficiency
• Technology

Combined Asset Base

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Pressure Pumping 72% Cementing 15% Acid, Coil, Nitrogen 7% Fraction Energy 4% Industrial 2%

• High quality, modern fleet
• ~680,000 fracturing HHP
• Complementary service lines
• Cementing
• Coiled tubing, acid, nitrogen
• Fluid management
• Industrial and pipeline

services

• Technology advantage in the

Canadian market Revenue by Service Line(1)

(1) Based on 2016 YE actuals

Compelling Transaction for Canyon Shareholders

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• 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

Significant Opportunities for Cost Synergies

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• Expected annual pre-tax synergies of ~$20 million
• Leveraging combined company’s fixed cost structure
• Corporate overhead reduction
• Operational facility optimization

Well Positioned for Growth

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• 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

Strong Financial Positioning

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• 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

Creation of the Premier Independent Pressure Pumper in Canada

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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 Strong balance sheet and attractive capital markets positioning Transaction is expected to be accretive to Trican shareholders

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