CERF Incorporated Announces Strategic Acquisition of Zedcor Oilfield Rentals Ltd. and Shift in Corporate Strategy From Yield to Growth

CALGARY, ALBERTA--(Marketwired - Feb. 2, 2016) -

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CERF Incorporated ("CERF") (TSX VENTURE:CFL) is pleased to announce that it has acquired Zedcor Oilfield Rentals Ltd. ("Zedcor") creating one of the largest oilfield rental providers in Western Canada (the "Transaction"). The purchase price for the acquisition is approximately $21,000,000 (the "Purchase Price").

Zedcor is a private oilfield equipment rental company based in Acheson (Alberta) with field offices in Fort St. John (BC), Grande Prairie (Alberta), and a corporate office in Calgary (Alberta). Since 2011, Zedcor has assembled one of the premier oilfield rental fleets in the industry and has developed a brand that is known for providing exceptional service to its clients. Zedcor's relatively new fleet of rental assets includes wellsite accommodations, light towers, tanks, bins, generators, rig mats and other ancillary equipment. Management of CERF estimates Zedcor's fleet has an average age of approximately three years and gross asset value of approximately $45,000,000. TRAC Energy Services ("TRAC"), a wholly owned subsidiary of CERF, will be merged with Zedcor, with the combined entity operating under the name Zedcor Energy Services.

PURCHASE PRICE SUMMARY

The Purchase Price consists of the issuance to the shareholders of Zedcor an aggregate of 3,049,968 CERF common shares ("Common Shares") and 4,400,000 CERF preferred shares ("Preferred Shares") both at a deemed price of $0.70 per Common Share, as well as the assumption of approximately $10,800,000 in debt and a vendor take back note of $5,000,000 (the "VTB Note").

Based on management estimates, Zedcor generated approximately $4,900,000 in EBITDA in 2015 and the Transaction is expected to be accretive to CERF shareholders on a 2016E cash flow per share basis. Management estimates annual operational and general and administrative cost saving synergies to be in excess of $1,200,000 and that the Transaction will be leverage neutral to CERF's balance sheet in 2016.

At an implied purchase price of approximately $21,000,000 including net debt, CERF is acquiring Zedcor at the following transaction metrics:

EV / 2015E EBITDA (1)	4.3x
EV / Net Asset Value (1)(2)	62%
EV / Gross Asset Value (1)(2)	46%
(1) Based on management estimates; net debt (calculated as total interest bearing debt less cash) as at January 31, 2016
(2) Calculated as depreciated or gross value of PP&E plus non-cash working capital estimated by management as at January 31, 2016

STRATEGIC HIGHLIGHTS

The combination with Zedcor will solidify CERF as a leading Canadian oilfield rentals provider:

• Limited customer overlap - only one of Zedcor and TRAC's top 10 customers in 2015 overlapped, making up approximately 3.0% of total consolidated revenue;
• Relatively new asset base - Zedcor has one of the newest sizeable rental fleets in the industry with an average age of approximately three years;
• Diversified asset offering - given its operating area, equipment base and client mix, Zedcor is expected to provide more leverage to completions focused projects;
• Expanded geographic footprint - approximately 45% of Zedcor's revenue was generated from British Columbia in 2015, versus only 5% for CERF; and
• Best-in-class people - the combined entity will have a superior marketing and service team with key management having significant equity positions in CERF.

PREFERRED SHARE, VTB NOTE & CREDIT FACILITY DETAILS

The Preferred Shares are non-voting and non-transferable, have a stated value of $0.70 (the "Stated Value") per share and a term of five years. The Preferred Shares have a cumulative cash dividend of 5% of the Stated Value commencing on January 31, 2017 until January 31, 2018 and a 10% cumulative cash dividend from January 31, 2018 thereafter, with dividend payments being subject to certain restrictions in CERF's existing senior secured credit facilities (the "Credit Facilities"). After January 31, 2019, the Preferred Shares may be converted by the holder thereof into Common Shares at a conversion price of $0.70 per share, subject to the right of CERF to redeem the Preferred Shares prior to such conversion for a cash amount per share equal to the lesser of (i) $2.00; and (ii) the current market price of the Common Shares. CERF shall have the right to redeem the Preferred Shares at any time if the current market price of the Common Shares exceeds $2.00 by either, at CERF's sole option, (i) payment of cash of $2.00 per Preferred Share; or (ii) through the issuance of 4,400,000 Common Shares, subject to certain adjustments. The Preferred Shares may be redeemed at the end of the term, at CERF's sole option, for either (i) a cash amount per share equal to the lesser of $2.00 and the current market price; or (ii) 4,400,000 Common Shares, subject to certain adjustments.

The VTB Note is unsecured and subordinated to the Credit Facilities. The VTB Note has a five-year term and a 5% annual interest rate, with interest payments subject to certain restrictions in in the Credit Facilities.

As part of the Transaction, CERF's lending syndicate has agreed to amend the Credit Facilities to increase its maximum senior net debt / EBITDA ratio to 4.25x for Q1 of 2016. All other financial covenants will remain the same, as per CERF's credit facility update announced on December 30, 2015.

ACQUISITION RATIONALE

CERF continues to focus its efforts on three core business lines encompassing oilfield rentals, construction rentals and waste and environmental services. Zedcor's assets, client base, personnel, safety and operational performance meet CERF's criteria.

Austin Fraser, CERF's President, said "Zedcor has assembled one of the highest quality oilfield rental fleets in Canada with a strong operations team that consistently achieves industry leading utilization rates. Through this challenging commodity price environment, CERF remains focused on protecting its balance sheet through this leverage neutral transaction, while continuing to explore strategic acquisitions."

Todd Ziniuk, Zedcor's General Manager said, "This transaction combines two competitors with best-in-class assets to create one of the most dynamic leaders in innovation and new technology amongst oilfield rental companies in western Canada. We are excited about the operational synergies and future growth opportunities that will come as a result of our expanded geographic presence and critical mass in the oilfield rentals business."

PillarFour Capital Inc. is acting as exclusive financial advisor to CERF with respect to the Transaction.

DIVIDEND SUSPENSION

In conjunction with the announcement of this Transaction, CERF's Board of Directors have suspended the Company's quarterly dividend until further notice. This reduction will allow CERF to preserve liquidity and provide the Company with the financial flexibility to pursue further growth opportunities. CERF has made consecutive quarterly dividend payments since 2005 and will look to re-implement the Company's dividend policy when appropriate.

ABOUT CERF

CERF Incorporated is a Canadian public corporation engaged in the rental, sale and service of industrial and construction equipment and waste management and environmental services. The Equipment Rental Segment includes the rental of residential, commercial and industrial construction-related equipment, including sales and service of equipment. It also includes the rental and sale of equipment to the drilling and service sectors of the oil and natural gas industry. The Waste Management Segment consists of complete waste facility management (six landfill sites in central Alberta) including waste facility design and construction services, recycling management and collection services, and consulting services. The Waste Management Segment also consists of waste removal and disposal from commercial, industrial and residential customers. CERF Incorporated trades on the TSX Venture Exchange under the symbol "CFL".

Cautionary Note Regarding Forward-Looking Information

This news release contains certain "forward-looking information" within the meaning of Canadian securities laws, which may include, but is not limited to, statements with respect to future events or future performance, the estimated age and gross asset value of Zedcor's fleet, the integration of CERF and Zedcor following the Transaction (including synergies to be realized by the combined group), the estimated EBITDA of Zedcor for 2015, the Transaction being accretive to CERF from a 2016E cash flow per share basis and the anticipated increased leverage to completions focused projects.

These statements reflect the current views of CERF with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by CERF, are inherently subject to significant business, economic, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause the resulting entity's actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements contained in this news release, and CERF has made assumptions based on or related to many of these factors.
Such factors include, without limitation: fluctuations in the price and demand for oil and natural gas; fluctuations in the level of oil and natural gas exploration and development activities; fluctuations in the demand for well servicing and ancillary oilfield services; capital market liquidity available to fund customer programs; uncertainties associated with partner plans and approvals; the effects of seasonal and weather conditions on operations and facilities; the existence of competitive operating risks inherent in well servicing and ancillary oilfield services; general economic, market or business conditions; changes in laws or regulations; the availability of qualified personnel, management or other key inputs; currency exchange and interest rate fluctuations (particularly with respect to the U.S. dollar and the Canadian dollar); uncertainties associated with regulatory approvals; uncertainty of government policy changes; uncertainties associated with credit facilities and counterparty credit risk; changes in income tax laws or changes in tax laws, crown royalty rates and incentive programs relating to the oil and gas industry; changes in political and security stability; the ability of CERF to obtain government permits; risks associated with government regulations and environmental health and safety matters; differences between Canadian GAAP and IFRS; risks related to the operating nature of the resulting entity's business; changes in national or regional governments, legislation, regulation, permitting or taxation; political or economic developments in Canada; risks relating to the creditworthiness and financial condition of suppliers and other parties with whom the resulting entity will conduct business; inadequate insurance or inability to obtain insurance to cover these risks and hazards; employee relations; relationships with and claims by local communities and First Nations; litigation; the success and timely completion of planned expansion and development programs; and other unforeseen conditions which could impact the use of equipment and services supplied by the resulting entity. Forward-looking information and statements are also based upon the assumption that none of the identified risk factors that could cause actual results to differ materially from the forward-looking information and statements will occur.

Although CERF has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated, described or intended. There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information. Other than as required by applicable securities law, CERF assumes no obligation to update or revise such forward-looking information to reflect new events or circumstances.

Non-IFRS Measures

This news release includes references to financial measures commonly used in the oil and natural gas services industry. The term "EBITDA" (net earnings from continuing operations before interest and finance costs, income taxes, depreciation and amortization) does not have any standardized meaning under International Financial Reporting Standards (IFRS), which have been incorporated into GAAP, and may not be comparable with similar measures presented by other companies, however Zedcor calculated EBITDA consistently from period to period. While EBITDA is not considered an alternative to net earnings in measuring performance, it is a key measure used by CERF and its investors. CERF believes EBITDA assists investors in assessing CERF's performance on a consistent basis without regard to financing costs, taxes and depreciation which, can vary significantly from period to period for reasons not directly related to operations.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.