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Critical Control Completes Plan of Arrangement

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Calgary, Alberta–(Newsfile Corp. – June 5, 2019) – Critical Control Energy Services Corp. (Formerly TSX: CCZ; TSX: CCZ.PR.A) (“Critical Control” or the “Corporation”) has completed a plan of arrangement previously announced in its press release dated April 9, 2019, filed on SEDAR, among Critical Control, 2209021 Ontario Inc. and Alykhan Mamdani (the “Plan of Arrangement”).

The Plan of Arrangement was approved by the holders (the “Common Shareholders”) of the common shares of Critical Control (the “Common Shares”) and the holders (the “Preferred Shareholders”) of the Series A preferred shares of Critical Control (the “Preferred Shares”) at the annual general and special meeting of Critical Control held on May 27, 2019. A Final Order was granted by the Alberta Court of Queen’s Bench on June 4, 2019 approving the Plan of Arrangement.

Pursuant to the Plan of Arrangement:

  1. Alykhan Mamdani and Bayview Ridge Capital Inc., a wholly owned subsidiary of 2209021 Ontario Inc. (“Bayview Ridge”), completed a private placement for gross proceeds of $1,294,853.88 in return for an aggregate of 11,696,410 old Common Shares and 855,098 Preferred Shares issued equally between Alykhan Mamdani and Bayview Ridge, respectively (the “Private Placement”).
  1. 1,348,806 Common Shares were issued to Bayview Ridge as a commitment fee for its role in the Private Placement.
  1. 11,696,410 Common Shares and 855,098 Preferred Shares were redeemed by Critical Control from both Common Shareholders and Preferred Shareholders of the Corporation who (i) elected to receive cash or (ii) who were deemed to have elected to receive cash pursuant to the Plan of Arrangement (the “Cash Consideration”). In respect of the Cash Consideration paid, each Common Shareholder and Preferred Shareholder received $0.08 per Common Share and $0.42 per Preferred Share, respectively. The total of $1,294,853.88 paid by Critical Control to satisfy the Cash Consideration payable pursuant to the Plan of Arrangement was funded by the Private Placement.
  1. 930,488 Preferred Shares were converted to Common Shares and the remaining 363,659 Preferred Shares were converted to newly created Series B preferred shares (the “New Preferred Shares”). The additional Preferred Shares issued to Alykhan Mamdani and Bayview Ridge under the Private Placement were converted to Common Shares. The remaining New Preferred Shares (i) have a cumulative dividend of 8% per annum commencing June 5, 2022, (ii) are convertible into new Common Shares on a one for one conversion basis and (iii) are redeemable by the Corporation for $2.00 per New Preferred Share.
  1. All Common Shares, including the Common Shares issued under the Private Placement, were exchanged to new Common Shares on the basis of 1 new Common Share for each 5.25 old Common Shares.

After giving effect to the Plan of Arrangement, Critical Control has 12,366,055 issued and outstanding Common Shares and 363,659 issued and outstanding New Preferred Shares. Bayview Ridge and 2209021 Ontario Inc., (together referred to as “BRC”) are affiliated companies controlled by Sergei Tchetvertnykh, who became Executive Chair of Critical Control on May 27, 2019. BRC and Alykhan Mamdani, President and Chief Executive Officer of Critical Control, together hold or control 8,433,383 Common Shares, representing 67% of the issued and outstanding Common Shares of the Corporation.

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.

For further information

Alykhan Mamdani
President & Chief Executive Officer
Tel (403) 705-7500

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/45350