TSX: SHLE
CALGARY, Oct. 5, 2018 /CNW/ - Source Energy Services Ltd.
("Source" or the "Company") is pleased to announce that the Toronto
Stock Exchange (the "TSX") has accepted Source's notice of
intention to implement a Normal Course Issuer Bid (the "NCIB").
Source's Board believes that the purchase of common shares of the
Company (the "Common Shares") at recent market prices is a
worthwhile investment since, in its view, recent market prices of
Source's Common Shares do not properly reflect the underlying value
of Source's assets and business.
As of September 30, 2018, there
were 61,551,712 Common Shares outstanding; however, pursuant to the
indenture for Source's 10.5% senior secured first lien notes due
December 15, 2021 (the "Notes"), the
number of Common Shares that can be acquired under the NCIB at this
time is approximately 315,000 Common Shares. The average daily
trading volume of Source's Common Shares from April 1, 2018 to September
30, 2018 was 66,378 Common Shares ("ADTV"). Accordingly,
pursuant to the rules of the TSX, the maximum number of Common
Shares that the Company may repurchase in any one day is 25% of the
ADTV, which totals 16,594 Common Shares. Source may also make one
block purchase per calendar week which exceeds the daily repurchase
restriction.
The NCIB will commence on October 10,
2018 and will terminate on the earlier of: (i) October 9, 2019; and (ii) the date on which the
maximum number of Common Shares are purchased pursuant to the NCIB.
Purchases of Common Shares under the NCIB will be effected through
the facilities of the TSX, other alternative trading platforms or
any other exchange recognized or designated by the securities
regulatory authorities as a "designated exchange" as such term is
defined in Multilateral Instrument 62-104 – Take Over Bids and
Issuer Bids, at the market price at the time of purchase. Common
Shares purchased pursuant to the NCIB will thereafter be
cancelled.
Scotia Capital Inc. ("Scotia") will be the broker firm
responsible for making purchases of Common Shares under the NCIB on
behalf of Source pursuant to an automatic share repurchase plan
agreement dated as of October 4, 2018
between Source and Scotia (the "Agreement"). Concurrent with
entering into the Agreement, Source provided Scotia with a
certificate, executed by an officer of Source, confirming that
Source is aware of the Agreement and that to the best knowledge of
such officer, there is no material undisclosed information
regarding Source. Pursuant to the Agreement, the timing for the
purchase of Common Shares, the number of Common Shares purchased
and the price payable for the Common Shares will be determined by
Scotia in its sole discretion, without consultation with Source,
having regard to the price limitations and other terms of the
Agreement and the rules of the TSX.
ABOUT SOURCE ENERGY SERVICES
Source is a fully integrated producer, supplier and distributer
of high quality Northern White frac sand primarily to the WCSB.
Source provides its customers with a full end-to-end solution
through its mines, processing facilities, rail assets,
strategically located terminal network and "last mile" logistics
operations. In addition, Source provides storage and logistics
services for other bulk oil and gas well completion materials that
are not produced by Source. Source's full-service approach allows
customers to rely on its logistics capabilities to increase
reliability of supply and to ensure the timely delivery of their
growing requirements for frac sand and other bulk completion
materials.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release constitute
forward-looking statements relating to, without limitation,
expectations, intentions, plans and beliefs, including information
as to future events, which include statements regarding Source's
intentions or expectations with respect to the NCIB and any Common
Share repurchases thereunder as well as results of operations and
Source's future performance (both operational and financial) and
business prospects. In certain cases, forward-looking statements
can be identified by the use of words such as "expects",
"estimates", "forecasts", "intends", "anticipates", "believes",
"plans", "seeks", "projects" or variations of such words and
phrases, or state that certain actions, events or results "may" or
"will" be taken, occur or be achieved. Such forward-looking
statements reflect Source's beliefs, estimates and opinions
regarding its future growth, results of operations, future
performance (both operational and financial), and business
prospects and opportunities at the time such statements are made,
and, except as may be required by law, Source undertakes no
obligation to update forward-looking statements if these beliefs,
estimates and opinions or circumstances should change.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions made by Source that are inherently
subject to significant business, economic, competitive, political
and social uncertainties and contingencies. Forward-looking
statements are not guarantees of future performance. In particular,
this press release contains forward-looking statements pertaining,
but not limited, to: its NCIB, its outlook for operations and sales
volumes; and industry activity levels. By their nature,
forward-looking statements involve numerous current assumptions,
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of Source to
differ materially from those anticipated by Source and described in
the forward-looking statements. With respect to the forward-looking
statements contained in this press release, assumptions have been
made regarding, among other things: proppant market prices; future
oil, natural gas and natural gas liquids prices; future global
economic and financial conditions; future commodity prices, demand
for oil and gas and the product mix of such demand; levels of
activity in the oil and gas industry in the areas in which Source
operates; the continued availability of timely and safe
transportation for Source's products, including without limitation,
rail accessibility; the maintenance of Source's key customers and
the financial strength of its key customers; the maintenance of
Source's significant contracts or their replacement with new
contracts on substantially similar terms and that contractual
counterparties will comply with current contractual terms;
operating costs; that the regulatory environment in which Source
operates will be maintained in the manner currently anticipated by
Source; future exchange and interest rates; geological and
engineering estimates in respect of Source's resources; the
recoverability of Source's resources; the accuracy and veracity of
information and projections sourced from third parties respecting,
among other things, future industry conditions and product demand;
demand for horizontal drilling and hydraulic fracturing and the
maintenance of current techniques and procedures, particularly with
respect to the use of proppants; Source's ability to obtain
qualified staff and equipment in a timely and cost-efficient
manner; the regulatory framework governing royalties, taxes and
environmental matters in the jurisdictions in which Source conducts
its business and any other jurisdictions in which Source may
conduct its business in the future; future capital expenditures to
be made by Source; future sources of funding for Source's capital
program; Source's future debt levels; the impact of competition on
Source; and Source's ability to obtain financing on acceptable
terms. A number of factors, risks and uncertainties could cause
results to differ materially from those anticipated and described
herein including, among others: the effects of competition and
pricing pressures; risks inherent in key customer dependence;
effects of fluctuations in the price of proppants; risks related to
indebtedness and liquidity, including Source's leverage,
restrictive covenants in Source's debt instruments and Source's
capital requirements; risks related to interest rate fluctuations
and foreign exchange rate fluctuations; changes in general
economic, financial, market and business conditions in the markets
in which Source operates; changes in the technologies used to drill
for and produce oil and natural gas; Source's ability to obtain,
maintain and renew required permits, licenses and approvals from
regulatory authorities; the stringent requirements of and potential
changes to applicable legislation, regulations and standards; the
ability of Source to comply with unexpected costs of government
regulations; liabilities resulting from Source's operations; the
results of litigation or regulatory proceedings that may be brought
against Source; the ability of Source to successfully bid on new
contracts and the loss of significant contracts; uninsured and
underinsured losses; risks related to the transportation of
Source's products, including potential rail line interruptions or a
reduction in railcar availability or the impact of weather; the
geographic and customer concentration of Source; the ability of
Source to retain and attract qualified management and staff in the
markets in which Source operates; labour disputes and work
stoppages and risks related to employee health and safety; general
risks associated with the oil and natural gas industry, loss of
markets, consumer and business spending and borrowing trends;
limited, unfavourable, or a lack of access to capital markets;
uncertainties inherent in estimating quantities of mineral
resources; sand processing problems; and the use and suitability of
Source's accounting estimates and judgments. Although Source has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in its forward-looking statements, there may be other
factors, including those described under the heading "Risk Factors"
in the AIF, that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will materialize or prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. The
forward-looking statements contained in this press release are
expressly qualified by this cautionary statement. Readers should
not place undue reliance on forward-looking statements. These
statements speak only as of the date of this press release. Except
as may be required by law, Source expressly disclaims any intention
or obligation to revise or update any forward-looking statements or
information whether as a result of new information, future events
or otherwise.
SOURCE Source Energy Services
