Total Energy Services Inc. Announces Q2 2017 Dividend

Posted on: June 5th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – June 5, 2017) – Total Energy Services Inc. (“Total”) (TSX:TOT) announces that its Board of Directors has declared a quarterly dividend of $0.06 (Cdn.) per common share for the quarter ending June 30, 2017 on Total’s outstanding common shares. The dividend is payable on July 31, 2017 to shareholders of record at the close of business on June 30, 2017. The ex-dividend date is June 28, 2017.

Total is a growth oriented energy services corporation involved in contract drilling services, rentals and transportation services and the fabrication, sale, rental and servicing of natural gas compression and process equipment. The common shares of Total are listed and trade on the TSX under the symbol “TOT”.

The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.

FOR FURTHER INFORMATION PLEASE CONTACT:

 

Total Energy Services Inc.
Yuliya Gorbach
Chief Financial Officer
(403) 216-3920
investorrelations@totalenergy.ca
www.totalenergy.ca

 

Total Energy Services Inc. and Savanna Energy Services Corp. Announce Proposed Amalgamation…

Posted on: May 19th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – May 19, 2017) – Savanna Energy Services Corp. (“Savanna“) (TSX:SVY) and Total Energy Services Inc. (“Total Energy“) (TSX:TOT) announced today that they have entered into an amalgamation agreement (the “Amalgamation Agreement“) with 2043324 Alberta Ltd. (“2043324“), a wholly-owned subsidiary of Total Energy, under which Savanna will amalgamate with 2043324, with the amalgamated entity (“Amalco“) becoming an wholly-owned subsidiary of Total Energy (the “Amalgamation“).

The Amalgamation, which is subject to the approval of the holders (the “Savanna Shareholders“) of common shares of Savanna (the “Savanna Shares“), will constitute the subsequent acquisition transaction proposed by Total Energy in order to acquire all of the Savanna Shares that Total Energy did not acquire under its offer to purchase all of the outstanding Savanna Shares (the “Offer“), which expired on April 27, 2017 or pursuant to purchases of Savanna Shares by Total Energy in market transactions. Total Energy acquired an aggregate of 99,772,765 Savanna Shares under the Offer, representing approximately 84.4% of the total number of outstanding Savanna Shares. In addition, Total Energy acquired an aggregate of 1,800,000 Savanna Shares in market transactions while the Offer was outstanding (the “Market Purchase Savanna Shares“). As a result, Total Energy owns approximately 86% of the total number of issued and outstanding Savanna Shares.

A special meeting (the “Meeting“) of the Savanna Shareholders has been called for 8:00 a.m. (Calgary time) on June 20, 2017 at 2400, 525-8th Avenue S.W., Calgary, Alberta to consider, and if thought advisable, pass a special resolution in relation to the Amalgamation (the “Amalgamation Resolution“). The Amalgamation Resolution must be passed by 66 2/3% of the votes cast by Savanna Shareholders, voting in person or by proxy at the Meeting. Total Energy intends to vote all the Savanna Shares held by it in favour of the Amalgamation Resolution. Under applicable securities laws, all votes cast by Total Energy, other than votes attributable to the Market Purchase Savanna Shares held by it, are entitled to be included as votes in respect of the Amalgamation Resolution at the Meeting.

An information circular and proxy statement (the “Information Circular“) and related documents are expected to be mailed to Savanna Shareholders on or about May 24, 2017 to Savanna Shareholders of record on May 19, 2017 and will be filed on SEDAR (under Savanna’s profile) at www.sedar.com.

Subject to the terms of the Amalgamation Agreement, each Savanna Shareholder (other than Total Energy or any Savanna Shareholder who validly exercises dissent rights in relation to the Amalgamation) will, upon completion of the Amalgamation, receive 0.1300 of a common share of Total Energy (each whole share being a “Total Energy Share“) and one redeemable preferred share of Total (each, a “Redeemable Preferred Share“) for each Savanna Share. Redeemable Preferred Shares issued by Total Energy will be automatically redeemed immediately following the completion of the Amalgamation for $0.20 in cash per Redeemable Preferred Share (collectively, with 0.1300 of a Total Energy Share, the “Amalgamation Consideration“). The Amalgamation Consideration is the same as the consideration that was available to Savanna Shareholders under the Offer.

On May 12, 2017, the board of directors of Savanna (the “Savanna Board“) appointed a special committee (the “Savanna Special Committee“) comprised of two (2) independent (within the meaning of applicable securities laws) and experienced directors to assist the Savanna Board in its review of the proposed Amalgamation. The Savanna Special Committee determined to recommend to the Savanna Board the approval of the Amalgamation and the execution and delivery of the Amalgamation Agreement and recommend that Savanna Shareholders vote in favour of the Amalgamation Resolution. The Savanna Board determined to accept those recommendations and subsequently resolved to approve the Amalgamation and the execution and delivery of the Amalgamation Agreement and to recommend that Savanna Shareholders vote in favour of the Amalgamation Resolution.

As Total Energy intends to vote the Savanna Shares held by it in favour of the Amalgamation Resolution, and, under applicable securities laws, all such votes, other than votes attributed to the Market Purchase Savanna Shares are entitled to be counted in respect of the Amalgamation Resolution at the Meeting, it is anticipated that the Amalgamation will be approved and take effect on or about June 20, 2017 (the “Effective Date“). At that time, Amalco will become a wholly-owned subsidiary of Total Energy, the Savanna Shares will thereafter cease to trade on the Toronto Stock Exchange and Savanna will apply to cease to be a reporting issuer under applicable securities laws as soon as reasonably practicable following the Effective Date.

Savanna Shareholders in the United States who either reside in the State of New York or who reside in the State of Utah and are not “exempt institutional investors” under the laws of the State of Utah (together, “Non-Exempt Shareholders“) will not be entitled to receive Total Energy Shares or Redeemable Preferred Shares under the Amalgamation. Arrangements have been made for the Depositary in respect of the Amalgamation, Computershare Investor Services Inc., as agent for such Non-Exempt Shareholders, to sell, or cause to be sold (through a broker in Canada and on the Toronto Stock Exchange) or, in the case of Total Energy Shares and Redeemable Preferred Shares, redeem for cash, those Total Energy Shares or Redeemable Preferred Shares that a Non-Exempt Shareholder would otherwise be entitled to. After completion of such sales, the Depositary will distribute the aggregate net proceeds of sale, after expenses, commissions and applicable withholding taxes, pro rata, among the Non-Exempt Shareholders. Any sales of Total Energy Shares on behalf of Non-Exempt Shareholders will be completed as soon as practicable after completion of the Amalgamation and will be done in a manner intended to maximize consideration to be received from the sale of Total Energy Shares and to minimize any adverse impact of the sale on the market for the Total Energy Shares. The treatment of Non-Exempt Shareholders under the Amalgamation is the same as the treatment of such shareholders under the Offer.
The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.

This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of the applicable securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Total Energy intends to file with the U.S. Securities and Exchange Commission (“SEC“) a Registration Statement (the “Registration Statement“), which will include the Information Circular (when it becomes available). TOTAL ENERGY URGES INVESTORS AND SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, FREE OF CHARGE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a copy of the Information Circular (when it becomes available) and other documents filed in connection with the Amalgamation with the Canadian securities regulators at www.sedar.com (under the issuer profile for Savanna) and with the SEC at the SEC’s website at www.sec.gov. The Information Circular (when it becomes available) and other documents may also be obtained, free of charge, upon request made to Total Energy at 2550, 300 – 5th Avenue S.W., Calgary, Alberta T2P 3C4.

About Savanna

Savanna is a leading contract drilling and oilfield services company operating in North America and Australia providing a broad range of drilling, well servicing and related services with a focus on fit for purpose technologies and industry-leading Aboriginal relationships.

About Total Energy

Total Energy is a growth oriented energy services corporation involved in contract drilling services (Chinook Drilling), rentals and transportation services (Total Oilfield Rentals) and the fabrication, sale, rental and servicing of natural gas compression (Bidell Gas Compression) and process equipment (Spectrum Process Systems).

Forward-Looking Information Cautionary Statement

This news release contains certain forward-looking information (referred to herein as “forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “scheduled”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should”, or similar words suggesting future events, circumstances or outcomes. In particular, this news release contains forward-looking information concerning the timing of the Meeting, the manner in which the Savanna Shares held by Total Energy will be voted at the Meeting, that Amalco will become a wholly-owned subsidiary of Total Energy upon completion of the Amalgamation, the completion of the Amalgamation and the timing thereof, the Amalgamation Consideration, the redemption of the Redeemable Preferred Shares and the timing thereof, the anticipated de-listing of the Savanna Shares from the Toronto Stock Exchange following the Amalgamation, Savanna ceasing to be a reporting issuer under applicable securities laws following the Amlgamation and the timing thereof, the mailing and filing on SEDAR of the Information Circular and related documents and the filing by Total Energy of the Registration Statement.

Forward-looking statements are based upon the opinions and expectations of management of Total Energy and Savanna as at the effective date of such statements and, in some cases, information supplied by third parties. Although Total Energy and Savanna believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions and that information received from third parties is reliable, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as changes in general economic conditions in Canada, the United States and elsewhere, changes in operating conditions (including as a result of weather patterns), the volatility of prices for oil and natural gas and other commodities, commodity supply and demand, fluctuations in currency and interest rates, availability of financial resources or third-party financing, availability of equipment, materials and personnel, defaults by counterparties under commercial arrangements to which Total Energy or Savanna (or any of their respective affiliates) is a party and new laws and regulations (domestic and foreign), failure to obtain approval of the Amalgamation Resolution by Savanna Shareholders and/or complete the Amalgamation in the manner contemplated by the parties or at all.

Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this news release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.

The forward-looking statements contained in this news release are made as of the date hereof neither Total Energy or Savanna undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement

FOR FURTHER INFORMATION PLEASE CONTACT:

 

Cam Danyluk
Vice President Legal and General Counsel
Total Energy and General Counsel of Savanna
(403) 698-8445

 

TOTAL ENERGY SERVICES INC. ANNOUNCES Q1 2017 RESULTS

Posted on: May 9th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – May 9, 2017) – Total Energy Services Inc. (“Total Energy” or the “Company”) (TSX:TOT)announces its consolidated financial results for the three months ended March 31, 2017.

Financial Highlights
($000’s except per share data)
Three months Ended March 31
2017 2016 % Change
Revenue $ 84,532 $ 49,956 69 %
Operating Income (Loss) (241 ) (2,513 ) 90 %
EBITDA (1) 7,942 4,303 85 %
Cashflow 7,821 5,039 55 %
Net Income (Loss) (853 ) (2,132 ) 60 %
Per Share Data (Diluted)
EBITDA (1) $ 0.25 $ 0.14 79 %
Cashflow 0.25 0.16 56 %
Net Earnings (Loss) (0.03 ) (0.07 ) 57 %
March 31 Dec. 31
2017 2016
(audited ) % Change
Financial Position
Total Assets $ 635,240 $ 522,599 22 %
Long-Term Debt and Obligations Under Finance Leases (excluding current portion) 58,053 46,557 25 %
Working Capital (2) 77,158 71,770 8 %
Net Debt (3) nil nil –
Shareholders’ Equity 466,149 364,302 28 %
Shares Outstanding (000’s)(4)
Basic 31,448 30,920 2 %
Diluted 31,489 30,920 2 %
Notes 1 through 4 please refer to the Notes to the Financial Highlights set forth at the end of this release.

Total Energy’s financial results for the three months ended March 31, 2017 reflect improving North American industry activity levels from the historic lows experienced during the prior year. Despite higher activity, operating margins remained under pressure, particularly within the Contract Drilling Services (“CDS”) and Rentals and Transportation Services (“RTS”) segments where spot market pricing suffered from continued competitive market conditions. Efforts to geographically diversify revenues continued to bear fruit with 17% of consolidated revenue for the first quarter of 2017 being derived from Australia and the United States by the CPS and RTS segments. Negatively impacting the Company’s results for the first quarter of 2017 was approximately $1.3 million of non-recurring expenses, including $1.1 million related to the Company’s offer (the “SVY Offer”) to purchase all of the common shares (“Savanna Shares”) of Savanna Energy Services Corp. (“Savanna”). Excluding these non-recurring expenses, EBITDA for the first quarter of 2017 was $9.1 million and Total Energy would have returned to profitability for the first time since the third quarter of 2015.

Total Energy’s CDS segment achieved 27% utilization during the first quarter of 2017, recording 442 operating days (spud to rig release), compared to 196 operating days, or 12% utilization, during the first quarter of 2016 with a fleet of 18 drilling rigs in each period. Revenue per operating day decreased 7% for the first quarter of 2017 relative to the prior year comparable period due to reduced pricing. Effective July 1, 2016, the Company changed its estimate of depreciation for drilling rigs and related equipment by establishing a minimum depreciation charge and reducing residual values to zero. As a result of this change in estimate, there was an increase in depreciation expense of $0.5 million for the three months ended March 31, 2017.

The RTS segment achieved a utilization rate on major rental equipment of 22% during the first quarter of 2017 as compared to 15% during the first quarter of 2016. Segment revenue per utilized rental piece increased 7% for the first quarter of 2017 compared to the same period in 2016 due to a modest increase in pricing and changes in the mix of equipment utilized during the quarter. This segment exited the first quarter of 2017 with approximately 10,000 pieces of major rental equipment (excluding access matting) and 121 heavy trucks as compared to 10,000 rental pieces and 115 heavy trucks at March 31, 2016.

Revenue in the Compression and Process Services (“CPS”) segment increased 69% to $60.1 million for the three months ended March 31, 2017 compared to $35.6 million for the same period in 2016. This segment exited the first quarter of 2017 with a $75.2 million backlog of fabrication sales orders as compared to $49.4 million at March 31, 2016 and $65.5 million at December 31, 2016. At March 31, 2017, there was 40,000 horsepower in the compression rental fleet, of which approximately 16,500 horsepower was on rent as compared to 11,200 horsepower on rent at March 31, 2016 and 12,600 horsepower at December 31, 2016. The gas compression rental fleet operated at an average utilization rate of 38% during the first quarter of 2017 as compared to 35% during the first quarter of 2016.

During the first quarter, Total Energy declared a quarterly dividend of $0.06 per share to shareholders of record on March 31, 2017. This dividend was paid on April 28, 2017. For Canadian income tax purposes, all dividends paid by Total Energy on its common shares are designated as “eligible dividends” unless otherwise indicated.

On March 24, 2017, 7.92 million common shares of Total Energy were issued to holders of Savanna Shares concurrent with the initial acquisition of 51.6% of the outstanding Savanna Shares by Total Energy pursuant to the SVY Offer. However, as Total Energy did not exercise control over Savanna at March 31, 2017, Savanna’s financial results are not included in the Company’s consolidated financial results for the first quarter of 2017. The total consideration paid for the Savanna Shares acquired on March 24, 2017 was $116.7 million, including $104.5 million of share consideration (based on the volume weighted average trading price of Total Energy’s shares for the five trading days immediately prior to the acquisition of such shares, or $13.19) and $12.2 million in cash consideration. Additionally, during the three months ended March 31, 2017 the Company purchased 825,000 Savanna Shares in the open market at total cost of $1.6 million.

Outlook

North American oil and natural gas drilling and completion activity levels continued the recovery which began in the fourth quarter of 2016. While pricing has begun to recover, it remains low by historical comparisons, particularly within the CDS and RTS segments, and further pricing recovery will be required in order for the North American energy services industry to return to substantive profitability. The increase in drilling and completion activity has contributed to increased demand for natural gas compression and oil and gas process equipment. Subsequent to March 31, 2017, the CPS segment has received several significant orders, including a $35 million international order for gas compression equipment that represents the largest single order ever received, which orders have contributed to a substantial increase in the CPS segment fabrication sales backlog.

At March 31, 2017, Total Energy owned 61,777,797 Savanna Shares, which represented approximately 52.3% of the outstanding Savanna Shares. On April 7, 2017, the Company acquired 35,641,916 Savanna Shares (or approximately 30.1% of the outstanding Savanna Shares) pursuant to the SVY Offer and issued 4,633,449 common shares of the Company and paid $7.1 million of cash consideration to the holders of such Savanna Shares. Based on a $13.28 share price for the Company’s common shares, the total consideration paid for the Savanna Shares acquired by the Company on April 7, 2017 was $68.6 million. On April 27, 2017, the Company acquired 3,178,051 Savanna Shares (or approximately 2.7% of the outstanding Savanna Shares) pursuant to the SVY Offer and issued 413,147 common shares of the Company and paid $0.6 million of cash consideration to the holders of such Savanna Shares. Based on a $13.57 share price, the total consideration paid for the Savanna Shares acquired by the Company on April 27, 2017 was $6.2 million.

The SVY Offer expired on April 27, 2017 and no further shares will be acquired by Total Energy pursuant thereto. More information on the SVY Offer can be found at www.sedar.com on the Total Energy and Savanna profiles.

Including Savanna Shares acquired in the open market, Total Energy currently owns 101,572,765 Savanna Shares, representing approximately 85.7% of the outstanding Savanna Shares. Total Energy intends to acquire the remaining Savanna Shares pursuant to an acquisition transaction (the terms and conditions of which are currently being finalized and will be disclosed in due course), which transaction is expected to be completed prior to June 30, 2017. In conjunction with such acquisition transaction, Total Energy is currently finalizing the terms and conditions of a revolving bank credit facility to replace the existing credit facilities of Total Energy and Savanna. Total Energy expects that such credit facility will be sufficient to repay all debt currently due and payable by Savanna as well as to fund the working capital requirements of the combined Total Energy/Savanna enterprise going forward.

Total Energy’s financial condition remains very strong, with $77.2 million of positive working capital and no net debt at March 31, 2017. As at March 31, 2017, Total Energy’s bank debt consisted of a $46.4 million mortgage loan, which is secured by approximately 60% of the Company’s real estate holdings (based on value) and $12.1 million outstanding on the Company’s $65 million operating credit facility. During the first quarter of 2017, the Company drew on its operating credit facility for the first time since 2011 to fund the acquisition of Savanna Shares. The Company’s bank debt requires that it maintain a debt (less cash) to equity ratio below 2.5 to 1.0 and a current ratio of at least 1.3 to 1.0. As at March 31, 2017, Total Energy’s debt to equity ratio was 0.13 to 1.0 and the current ratio was 2.65 to 1.0.

Conference Call

At 9:00 a.m. (Mountain Time) on May 10, 2017 Total Energy will conduct a conference call and webcast to discuss its first quarter financial results. Daniel Halyk, President & Chief Executive Officer, will host the conference call. A live webcast of the conference call will be accessible on Total’s website at www.totalenergy.ca by selecting “Webcasts”. Persons wishing to participate in the conference call may do so by calling (800) 806-5484 or (416) 406-0743 (passcode 7609930#). Those who are unable to listen to the call live may listen to a recording of it on Total Energy’s website. A recording of the conference call will also be available until May 17, 2017 by dialing (800) 408-3053 (passcode 6513973#).

Selected Financial Information

Selected financial information relating to the three months ended March 31, 2017 and 2016 is attached to this news release. This information should be read in conjunction with the interim condensed consolidated financial statements of Total Energy and the attached notes to the interim condensed consolidated financial statements and management’s discussion and analysis to be issued in due course and reproduced in the Company’s 2017 first quarter report.

Consolidated Statements of Financial Position
(in thousands of Canadian dollars)
March 31, December 31,
2017 2016
(unaudited) (audited)
Assets
Current assets:
Cash and cash equivalents $ – $ 15,916
Accounts receivable 58,373 47,545
Loans receivable 2,997 –
Inventory 50,993 54,964
Income taxes receivable 4,861 –
Other assets 4,835 5,095
Prepaid expenses and deposits 5,197 4,029
127,256 127,549
Property, plant and equipment 377,773 383,497
Long-term investment 118,613 –
Income taxes receivable 7,070 7,070
Deferred tax asset 475 430
Goodwill 4,053 4,053
$ 635,240 $ 522,599
Liabilities & Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities $ 38,148 $ 36,755
Deferred revenue 6,374 13,573
Dividends payable 2,331 1,856
Income taxes payable – 249
Current portion of obligations under finance leases 1,293 1,408
Current portion of long-term debt 1,952 1,938
50,098 55,779
Long-term debt 56,556 44,962
Obligations under finance leases 1,497 1,595
Deferred tax liability 60,940 55,961
Shareholders’ equity:
Share capital 193,198 88,654
Contributed surplus 7,912 7,683
Accumulated other comprehensive income 258 –
Retained earnings 264,781 267,965
466,149 364,302
$ 635,240 $ 522,599
Consolidated Statements of Comprehensive Income (Loss)
(in thousands of Canadian dollars except per share amounts)
Three months ended
March 31
2017 2016
Revenue $ 84,352 $ 49,956
Cost of services 68,715 39,654
Selling, general and administration 7,620 5,824
Share-based compensation 229 509
Depreciation 8,029 6,482
Operating loss (241 ) (2,513 )
Gain on sale of property, plant and equipment 154 334
Finance costs (597 ) (523 )
Net loss before income taxes (684 ) (2,702 )
Current income tax expense (recovery) (4,729 ) 315
Deferred income tax expense (recovery) 4,898 (885 )
Total income tax expense (recovery) 169 (570 )
Net loss for the period $ (853 ) $ (2,132 )
Loss per share
Basic loss per share $ (0.03 ) $ (0.07 )
Diluted loss per share $ (0.03 ) $ (0.07 )
Condensed Interim Consolidated Statements of Comprehensive Loss
(unaudited)
Three months ended
March 31
2017 2016
Net loss for the period $ (853 ) $ (2,132 )
Changes in fair value of long-term investment 270 –
Tax on changes in fair value of long-term investment (36 ) –
Foreign currency translation adjustment 24 –
Total other comprehensive income for the period 258 –
Total Comprehensive loss $ (595 ) $ (2,132 )
Consolidated Statements of Cash Flows
(in thousands of Canadian dollars)
Three months ended
March 31
2017 2016
Cash provided by (used in):
Operations:
Net loss income for the period $ (853 ) $ (2,132 )
Add (deduct) items not affecting cash:
Depreciation 8,029 6,482
Share-based compensation 229 509
Gain on sale of property, plant and equipment (154 ) (334 )
Finance costs 597 523
Unrealized loss on foreign currencies translation 185 754
Current income tax expense (4,729 ) 315
Deferred income tax (recovery) expense 4,898 (885 )
Income taxes paid (381 ) (193 )
Cashflow 7,821 5,039
Changes in non-cash working capital items:
Accounts receivable (10,963 ) 7,540
Inventory 3,971 1,274
Prepaid expenses and deposits (1,168 ) 419
Accounts payable and accrued liabilities 2,237 322
Deferred revenue (7,199 ) (1,908 )
(5,301 ) 12,686
Investments:
Purchase of property, plant and equipment (2,928 ) (2,311 )
Acquisitions (13,800 ) (3,590 )
Proceeds on sale of other assets 115 53
Proceeds on disposal of property, plant and equipment 917 2,305
Changes in non-cash working capital items (763 ) (2,028 )
(16,459 ) (5,571 )
Financing:
Repayment of long-term debt (479 ) (464 )
Loans advanced (2,997 ) –
Repayment of obligations under finance leases (447 ) (665 )
Dividends to shareholders (1,856 ) (1,860 )
Repurchase of common shares – (157 )
Interest paid (464 ) (498 )
Increase in bank indebtedness 12,087 –
5,844 (3,644 )
Change in cash and cash equivalents (15,916 ) 3,471
Cash and cash equivalents, beginning of period 15,916 8,875
Cash and cash equivalents, end of period $ – $ 12,346

Segmented Information

The Company operates in three main industry segments, which are substantially in one geographic segment. These segments are Contract Drilling Services, which includes the contracting of drilling equipment and the provision of labour required to operate the equipment, Rentals and Transportation Services, which includes the rental and transportation of equipment used in drilling, completion and production operations and Compression and Process Services, which includes the fabrication, sale, rental and servicing of natural gas compression and oil and natural gas process equipment.

As at and for the three months ended March 31, 2017 (unaudited)
Contract Rentals and Compression Corporate
Drilling Transportation and Process
Services Services Services (1) Total
Revenue $ 6,696 $ 17,556 $ 60,100 $ – $ 84,352
Cost of services 4,813 10,426 53,476 – 68,715
Selling, general and administration 521 3,050 1,786 2,263 7,620
Share-based compensation – – – 229 229
Depreciation 2,017 4,160 1,833 19 8,029
Operating income (loss) (655 ) (80 ) 3,005 (2,511 ) (241 )
Gain on sale of property, plant and equipment – 124 30 – 154
Finance costs (91 ) (181 ) (95 ) (230 ) (597 )
Net income before income taxes (746 ) (137 ) 2,940 (2,741 ) (684 )
Goodwill – 2,514 1,539 – 4,053
Total assets 111,191 234,342 154,574 135,133 635,240
Total liabilities 23,834 47,512 36,608 61,137 169,091
Capital expenditures (2) $ 462 $ 1,418 $ 1,048 $ 13,800 $ 16,728
Canada United States Australia International Total
Revenue $ 69,958 $ 8,464 $ 5,919 $ 11 $ 84,352
Non-current assets (4) 483,813 15,154 1,472 – 500,439
As at and for the three months ended March 31, 2016 (unaudited)
Contract Rentals and Compression
Drilling Transportation and Process
Services Services Services Other(1) Total
Revenue $ 3,187 $ 11,144 $ 35,625 $ – $ 49,956
Cost of services 1,855 7,018 30,781 – 39,654
Selling, general and administration 526 2,742 1,847 709 5,824
Share-based compensation – – – 509 509
Depreciation 537 4,050 1,877 18 6,482
Operating income (loss) 269 (2,666 ) 1,119 (1,236 ) (2,513 )
Gain on sale of property, plant and equipment – 55 279 – 334
Finance costs (93 ) (189 ) (111 ) (130 ) (523 )
Net income (loss) before income taxes 176 (2,799 ) 1,287 (1,366 ) (2,702 )
Goodwill – 2,514 1,539 – 4,053
Total assets 114,177 229,722 163,610 14,716 522,225
Total liabilities 19,120 42,332 31,615 49,462 142,529
Capital expenditures (3) $ 50 $ 4,856 $ 995 $ – $ 5,901
Canada United States Australia International Total
Revenue $ 44,865 $ 4,938 $ – $ 153 $ 49,956
Non-current assets (4) 384,429 9,384 – – 393,813
(1) Corporate includes the Company’s corporate activities and obligations pursuant to long-term credit facilities.
(2) Includes acquisition of Savanna Shares described in Note 4 to the first quarter 2017 interim Condensed Consolidated Financial Statements.
(3) Includes acquisition of assets in January of 2016 described in note 5 to 2016 annual audited Consolidated Financial Statements.
(4) Includes property, plant and equipment and goodwill.

Total Energy Services Inc. is a growth oriented energy services corporation involved in contract drilling services, rentals and transportation services and the fabrication, sale, rental and servicing of natural gas compression and oil and natural gas process equipment. The common shares of Total Energy are listed and trade on the TSX under the symbol TOT.

Notes to Financial Highlights
(1) EBITDA means earnings before interest, taxes, depreciation and amortization and is equal to net income (loss) before income taxes plus finance costs plus depreciation minus finance income. EBITDA is not a recognized measure under IFRS. Management believes that in addition to net income (loss), EBITDA is useful supplemental measure as it provides an indication of the results generated by the Company’s primary business activities prior to consideration of how those activities are financed, amortized or how the results are taxed in various jurisdictions as well as the cash generated by the Company’s primary business activities without consideration of the timing of the monetization of non-cash working capital items. Readers should be cautioned, however, that EBITDA should not be construed as an alternative to net income (loss) determined in accordance with IFRS as an indicator of Total Energy’s performance. Total Energy’s method of calculating EBITDA may differ from other organizations and, accordingly, EBITDA may not be comparable to measures used by other organizations.
(2) Working capital equals current assets minus current liabilities.
(3) Net Debt equals long-term debt plus obligations under finance leases plus current liabilities minus current assets.
(4) Basic and diluted shares outstanding reflect the weighted average number of common shares outstanding for the period. See note 7 to the Company’s Interim Consolidated Financial Statements for the three months ended March 31, 2017.

Certain statements contained in this press release, including statements which may contain words such as “could”, “should”, “expect”, “believe”, “will” and similar expressions and statements relating to matters that are not historical facts are forward-looking statements. Forward-looking statements are based upon the opinions and expectations of management of Total Energy as at the effective date of such statements and, in some cases, information supplied by third parties. Although Total Energy believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions and that information received from third parties is reliable, it can give no assurance that those expectations will prove to have been correct.

In particular, this press release contains forward-looking statements concerning increased capital expenditure programs for North American oil and nature gas producers, expectations regarding Total Energy’s market share, Total Energy’s expectations of their ability to participate in an eventual industry recovery, expansion and growth of the Company’s RTS and CPS segments, timing of the commencement of operations at the Company’s Weirton, West Virginia manufacturing facility and information concerning Total Energy’s offer to acquire Savanna (the “Offer”), the timing for completion of the Offer, the consideration payable under the Offer and the expected benefits of the Offer. Such forward-looking statements are based on a number of assumptions and factors including fluctuations in the market for oil and natural gas and related products and services, political and economic conditions, the demand for products and services provided by Total Energy, Total Energy’s ability to attract and retain key personnel and other factors. Forward-looking statements concerning the benefits of the Offer are also based upon various assumptions and factors, including financial information of Savanna available through publicly filed documents, that Savanna has made full and accurate disclosure of all material information concerning Savanna in accordance with applicable Canadian securities laws and Total’s general industry knowledge and experience. Such forward-looking statements involve known and unknown risks and uncertainties which may cause the actual results, performances or achievements of Total Energy to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Reference should be made to Total Energy’s most recently filed Annual Information Form and other public disclosures (available at www.sedar.com) for a discussion of such risks and uncertainties.

The TSX has neither approved nor disapproved of the information contained herein.

FOR FURTHER INFORMATION PLEASE CONTACT:

Total Energy Services Inc.
Daniel Halyk
President & Chief Executive Officer
(403) 216-3921

Total Energy Services Inc.
Yuliya Gorbach
Vice-President Finance and Chief Financial Officer
(403) 216-3920
investorrelations@totalenergy.ca
www.totalenergy.ca

 

Total Energy Services Inc. Announces Final Take-Up of Savanna Common Shares and Expiry of Offer

Posted on: April 27th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – April 27, 2017) – Total Energy Services Inc. (“Total Energy“) (TSX:TOT) announced today that it has taken-up an additional 3,178,051 common shares (“Savanna Common Shares“) of Savanna Energy Services Corp. (“Savanna“) under Total Energy’s offer to purchase all of the outstanding Savanna Common Shares (the “Offer“), representing 2.7% of the total number of issued and outstanding Savanna Common Shares.

In accordance with the terms of the Offer, Total Energy has provided Computershare Investor Services Inc. (the “Depositary“), the depositary for the Offer, with 413,147 common shares of Total Energy (“Total Common Shares“), representing the share consideration payable under the Offer by Total Energy for the additional Savanna Common Shares taken-up by it, and the cash consideration payable by Total Energy for those Savanna Common Shares.

Total Energy also announced that the Offer has now expired. Total Energy acquired an aggregate of 99,772,765 Savanna Common Shares under the Offer, representing approximately 84.4% of the total number of outstanding Savanna Common Shares. In addition, Total Energy acquired an aggregate of 1,800,000 Savanna Common Shares in market transactions during the currency of the Offer. As such, Total Energy owns approximately 86% of the total number of issued and outstanding Savanna Common Shares.

Total Energy currently intends to effect a subsequent acquisition transaction to acquire the Savanna Common Shares not tendered to the Offer. Following the completion of such subsequent acquisition transaction, Total Energy intends to cause Savanna to apply to the Toronto Stock Exchange (the “TSX“) to delist the Savanna Common Shares from the TSX and, if permitted by applicable law, cause Savanna to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws.

Non-Canadian Savanna shareholders who reside in certain U.S. states1 or in Puerto Rico and who are not “exempt institutional investors” under the laws of their jurisdiction of residence (“Non-Exempt Shareholders“) are not entitled to receive Total Common Shares as partial consideration for the Savanna Common Shares tendered by them to the Offer. Arrangements have been made for the Depositary, as agent for such Non-Exempt Shareholders, to sell, or cause to be sold (through a broker in Canada and on the Toronto Stock Exchange) the Total Common Shares that would otherwise be issuable to such Non-Exempt Shareholders. After completion of such sales, the Depositary will distribute the aggregate net proceeds of sale, after expenses, commissions and applicable withholding taxes, pro rata, among the Non-Exempt Shareholders. Any sales of Total Common Shares on behalf of Non-Exempt Shareholders will be completed as soon as practicable after the date on which Total Energy pays for the Savanna Common Shares of the Non-Exempt Shareholders under the Offer and will be done in a manner intended to maximize consideration to be received from the sale of Total Common Shares and to minimize any adverse impact of the sale on the market for the Total Common Shares.

1 Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, the District of Columbia, Florida, Illinois, Kentucky, Louisiana, Maryland, Massachusetts, Montana, Nebraska, Nevada, New Jersey, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, Tennessee, Texas, Utah, Virginia, Washington, West Virginia or Wyoming.

Copies of Total Energy’s early warning reports filed for the take-up of Savanna Common Shares may be obtained from Cam Danyluk, Vice President, Legal, General Counsel and Corporate Secretary of Total Energy at Total Energy’s head office located at Suite 2550, 300 – 5th Avenue S.W., Calgary, Alberta T2P 3C4.

About Total Energy

Total Energy is a growth oriented energy services corporation involved in contract drilling services (Chinook Drilling), rentals and transportation services (Total Oilfield Rentals) and the fabrication, sale, rental and servicing of natural gas compression (Bidell Gas Compression) and process equipment (Spectrum Process Systems).

The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the applicable securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Information Cautionary Statement

This news release contains certain forward-looking information (referred to herein as “forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “scheduled”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should”, or similar words suggesting future events, circumstances or outcomes. In particular, this news release contains forward-looking information concerning information concerning the arrangements for the sale of Total Common Shares on behalf of Non-Exempt Shareholders under the Offer and Total Energy’s intentions with respect to Savanna and any Savanna Common Shares not tendered to the Offer.

Forward-looking statements are based upon the opinions and expectations of management of Total Energy as at the effective date of such statements. Although Total Energy believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as fluctuations in market prices for the publicly traded securities of Total Energy and Savanna and new laws and regulations (domestic and foreign).

Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this news release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.

The forward-looking statements contained in this news release are made as of the date hereof and Total Energy does not undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

FOR FURTHER INFORMATION PLEASE CONTACT:

Total Energy Services Inc.
(403) 216-3939
(403) 234-8731
www.totalenergy.ca

 

Total Energy Services Inc. Announces Acquisition of Shares of Savanna Energy Services Corp. on the TSX

Posted on: April 24th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – April 21, 2017) – Total Energy Services Inc. (TSX:TOT) (“Total” or the “Corporation“) announced today that, in connection with its previously announced Offer (as defined below) to purchase all of the issued and outstanding common shares (“Savanna Shares“) of Savanna Energy Services Corp. (“Savanna“), it has purchased, through the facilities of the Toronto Stock Exchange (the “TSX“), 299,500 Savanna Shares (the “Acquired Shares“). All of the Acquired Shares were purchased on April 21, 2017.

On December 9, 2016, Total commenced an offer to purchase all of the outstanding Savanna Shares. On March 1, 2017, Total filed a Notice of Change and Notice of Variation, which amended its original offer to, among other things, increase the consideration payable for Savanna Shares taken up by Total to 0.1300 of a Total common share and $0.20 in cash per Savanna Share and on March 13, Total filed a Notice of Variation indicating that it waived the 66 2/3 minimum tender condition (together, the “Offer“). At 11:59 p.m. (Pacific time) on March 24, 2017, Total Energy took up 60,952,797 Savanna common shares validly tendered to the Offer (and not previously withdrawn) and announced that it had extended the period for the tender of additional Savanna common shares under its Offer to 12:00 p.m. on April 7, 2017. At 12:00 p.m. (Pacific time) on April 7, 2017, Total Energy took up an additional 35,641,916 Savanna common shares validly tendered to the Offer (and not previously withdrawn) and announced that it had extended the period for the tender of additional Savanna common shares under its Offer to 12:00 p.m. on April 27, 2017.

Full details of the further extension of the period during which additional Savanna Shares may be tendered under the Offer are included in a Notice of Extension, filed on SEDAR (under Savanna’s profile) at www.sedar.com and mailed to registered securityholders of Savanna on April 10, 2017.

The highest price paid for the Acquired Shares was $2.00. During the currency of the Offer, Total has purchased on the TSX an aggregate of 1,800,000 Savanna Shares at an average price of $1.96. After giving effect to the purchase of the Acquired Shares, Total owns 98,394,713 Savanna Shares.

Total previously announced its intention to purchase Savanna Shares through the facilities of the TSX, subject to applicable law, from time to time commencing on January 13, 2017 until the expiry of the Offer. The purchase by Total of the Acquired Shares was undertaken in support of Total’s objective of acquiring 100% of the Savanna Shares.

About Total

Total is a growth oriented energy services corporation involved in contract drilling services (Chinook Drilling), rentals and transportation services (Total Oilfield Rentals) and the fabrication, sale, rental and servicing of natural gas compression (Bidell Gas Compression) and process equipment (Spectrum Process Systems).

The TSX has neither approved nor disapproved of the information contained herein.

This News Release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Total has filed with the U.S. Securities and Exchange Commission (“SEC“) a Registration Statement (the “Registration Statement“), which includes the Original Offer and Circular, the Notice of Change and Variation, Notice of Variation and Notices of Extension relating to its offer to Savanna Shareholders. TOTAL URGES INVESTORS AND SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT, THE ORIGINAL OFFER AND CIRCULAR, NOTICE OF CHANGE AND VARIATION, NOTICES OF EXTENSION AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the Original Offer and Circular, the Notice of Change and Variation, the Notice of Variation, the Notices Of Extension and other documents filed by Total with the Canadian securities regulators at www.sedar.com (under the issuer profile for Savanna) and with the SEC at the SEC’s website at www.sec.gov. The Original Offer and Circular, the Notice of Change and Variation, the Notice of Variation and Notices of Extension and other documents may also be obtained free of charge from Total’s website at www.totalenergy.ca/savannaoffer or upon request made to Total at 2550, 300 – 5th Avenue S.W., Calgary, Alberta T2P 3C4.

Securityholders should be aware that Total may purchase Savanna Shares otherwise than under the Offer, such as in open market purchases.

Forward-Looking Information Cautionary Statement

This News Release contains certain forward-looking information (referred to herein as “forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “scheduled”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should”, or similar words suggesting future events, circumstances or outcomes. In particular, this News Release contains forward-looking information concerning Total’s intention to acquire 100% of the Savanna Shares.

Forward-looking statements are based upon the opinions and expectations of management of Total as at the effective date of such statements. Although Total believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as changes in general economic conditions in Canada, the United States and elsewhere, the volatility of prices for oil and natural gas and other commodities, fluctuations in currency and interest rates and fluctuations in market prices for the publicly traded securities of Total and Savanna, and new laws and regulations (domestic and foreign). The forward-looking statements made in this News Release are based upon various assumptions and factors, including, in the case of the statement relating to Total’s intention to acquire 100% of the Savanna Shares, assumptions with respect to the success of the Offer and any subsequent compulsory acquisition or subsequent acquisition transactions.

Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this News Release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.

The forward-looking statements contained in this News Release are made as of the date hereof and Total does not undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this News Release are expressly qualified by this cautionary statement.

FOR FURTHER INFORMATION PLEASE CONTACT:

Total Energy Services Inc.
(403) 216-3939
(403) 234-8731 (FAX)
www.totalenergy.ca

 

Total Energy Services Inc. Announces 2017 First Quarter Conference Call and Webcast

Posted on: April 19th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – April 19, 2017) – Total Energy Services Inc. (“Total”) (TSX:TOT) will conduct a conference call and webcast following the release of its financial results for the three months ended March 31, 2017. The financial results will be released prior to the conference call. Daniel Halyk, President and CEO, will host the call.

Open to: Shareholders and other interested persons
Date: May 10, 2017
Time: 9:00 a.m. (Mountain Time)
Call: (800) 806-5484 or (416) 406-0743
Passcode: 7609930#

A live webcast of the conference call will be accessible on Total’s website at www.totalenergy.ca by selecting “Webcasts”.

Shortly after the live webcast, an archived version will be available on Total’s website. A recording of the conference call will also be available until May 17, 2017 by dialling (800) 408-3053, passcode 6513973#.

Total is a growth oriented energy services corporation involved in contract drilling services, rentals and transportation services and the fabrication, sale, rental and servicing of natural gas compression and process equipment. The common shares of Total are listed and trade on the TSX under the symbol “TOT”.

For further information, please visit our website at www.totalenergy.ca.

The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.

FOR FURTHER INFORMATION PLEASE CONTACT:

Total Energy Services Inc.
Yuliya Gorbach
Vice-President Finance and Chief Financial Officer
(403) 216-3920
investorrelations@totalenergy.ca
www.totalenergy.ca

 

Total Energy Services Inc. Announces Acquisition of Shares of Savanna Energy Services Corp. on the TSX

Posted on: April 18th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – April 18, 2017) – Total Energy Services Inc. (TSX:TOT) (“Total” or the “Corporation“) announced today that, in connection with its previously announced Offer (as defined below) to purchase all of the issued and outstanding common shares (“Savanna Shares“) of Savanna Energy Services Corp. (“Savanna“), it has purchased, through the facilities of the Toronto Stock Exchange (the “TSX“), 45,000 Savanna Shares (the “Acquired Shares“). All of the Acquired Shares were purchased on April 18, 2017.

On December 9, 2016, Total commenced an offer to purchase all of the outstanding Savanna Shares. On March 1, 2017, Total filed a Notice of Change and Notice of Variation, which amended its original offer to, among other things, increase the consideration payable for Savanna Shares taken up by Total to 0.1300 of a Total common share and $0.20 in cash per Savanna Share and on March 13, Total filed a Notice of Variation indicating that it waived the 66 2/3 minimum tender condition (together, the “Offer“). At 11:59 p.m. (Pacific time) on March 24, 2017, Total Energy took up 60,952,797 Savanna common shares validly tendered to the Offer (and not previously withdrawn) and announced that it had extended the period for the tender of additional Savanna common shares under its Offer to 12:00 p.m. on April 7, 2017. At 12:00 p.m. (Pacific time) on April 7, 2017, Total Energy took up an additional 35,641,916 Savanna common shares validly tendered to the Offer (and not previously withdrawn) and announced that it had extended the period for the tender of additional Savanna common shares under its Offer to 12:00 p.m. on April 27, 2017.

Full details of the further extension of the period during which additional Savanna Shares may be tendered under the Offer are included in a Notice of Extension, filed on SEDAR (under Savanna’s profile) at www.sedar.com and mailed to registered securityholders of Savanna on April 10, 2017.

The highest price paid for the Acquired Shares was $1.98. During the currency of the Offer, Total has purchased on the TSX an aggregate of 1,400,000 Savanna Shares at an average price of $1.95. After giving effect to the purchase of the Acquired Shares, Total owns 97,994,713 Savanna Shares.

Total previously announced its intention to purchase Savanna Shares through the facilities of the TSX, subject to applicable law, from time to time commencing on January 13, 2017 until the expiry of the Offer. The purchase by Total of the Acquired Shares was undertaken in support of Total’s objective of acquiring 100% of the Savanna Shares.

About Total

Total is a growth oriented energy services corporation involved in contract drilling services (Chinook Drilling), rentals and transportation services (Total Oilfield Rentals) and the fabrication, sale, rental and servicing of natural gas compression (Bidell Gas Compression) and process equipment (Spectrum Process Systems).

The TSX has neither approved nor disapproved of the information contained herein.

This News Release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Total has filed with the U.S. Securities and Exchange Commission (“SEC“) a Registration Statement (the “Registration Statement“), which includes the Original Offer and Circular, the Notice of Change and Variation, Notice of Variation and Notices of Extension relating to its offer to Savanna Shareholders. TOTAL URGES INVESTORS AND SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT, THE ORIGINAL OFFER AND CIRCULAR, NOTICE OF CHANGE AND VARIATION, NOTICES OF EXTENSION AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the Original Offer and Circular, the Notice of Change and Variation, the Notice of Variation, the Notices Of Extension and other documents filed by Total with the Canadian securities regulators at www.sedar.com (under the issuer profile for Savanna) and with the SEC at the SEC’s website at www.sec.gov. The Original Offer and Circular, the Notice of Change and Variation, the Notice of Variation and Notices of Extension and other documents may also be obtained free of charge from Total’s website at www.totalenergy.ca/savannaoffer or upon request made to Total at 2550, 300 – 5th Avenue S.W., Calgary, Alberta T2P 3C4.

Securityholders should be aware that Total may purchase Savanna Shares otherwise than under the Offer, such as in open market purchases.

Forward-Looking Information Cautionary Statement

This News Release contains certain forward-looking information (referred to herein as “forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “scheduled”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should”, or similar words suggesting future events, circumstances or outcomes. In particular, this News Release contains forward-looking information concerning Total’s intention to acquire 100% of the Savanna Shares.

Forward-looking statements are based upon the opinions and expectations of management of Total as at the effective date of such statements. Although Total believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as changes in general economic conditions in Canada, the United States and elsewhere, the volatility of prices for oil and natural gas and other commodities, fluctuations in currency and interest rates and fluctuations in market prices for the publicly traded securities of Total and Savanna, and new laws and regulations (domestic and foreign). The forward-looking statements made in this News Release are based upon various assumptions and factors, including, in the case of the statement relating to Total’s intention to acquire 100% of the Savanna Shares, assumptions with respect to the success of the Offer and any subsequent compulsory acquisition or subsequent acquisition transactions.

Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this News Release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.

The forward-looking statements contained in this News Release are made as of the date hereof and Total does not undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this News Release are expressly qualified by this cautionary statement.

FOR FURTHER INFORMATION PLEASE CONTACT:

Total Energy Services Inc.
(403) 216-3939
(403) 234-8731 (FAX)
www.totalenergy.ca

 

Total Energy Services Inc. Announces Acquisition of Shares of Savanna Energy Services Corp. on the TSX

Posted on: April 7th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – April 7, 2017) – Total Energy Services Inc. (TSX:TOT) (“Total” or the “Corporation“) announced today that, in connection with its previously announced Offer (as defined below) to purchase all of the issued and outstanding common shares (“Savanna Shares“) of Savanna Energy Services Corp. (“Savanna“), it has purchased, through the facilities of the Toronto Stock Exchange (the “TSX“), 25,000 Savanna Shares (the “Acquired Shares“). All of the Acquired Shares were purchased on April 7, 2017.

On December 9, 2016, Total commenced an offer to purchase all of the outstanding Savanna Shares. On March 1, 2017, Total filed a Notice of Change and Notice of Variation, which amended its original offer to, among other things, increase the consideration payable for Savanna Shares taken up by Total to 0.1300 of a Total common share and $0.20 in cash per Savanna Share and on March 13, Total filed a Notice of Variation indicating that it waived the 66 2/3 minimum tender condition (together, the “Offer“). At 11:59 p.m. (Pacific time) on March 24, 2017, Total Energy took up 60,952,797 Savanna common shares validly tendered to the Offer (and not previously withdrawn) and announced that it had extended the period for the tender of additional Savanna common shares under its Offer to 12:00 p.m. on April 7, 2017. At 12:00 p.m. (Pacific time) on April 7, 2017, Total Energy took up an additional 35,641,916 Savanna common shares validly tendered to the Offer (and not previously withdrawn) and announced that it had extended the period for the tender of additional Savanna common shares under its Offer to 12:00 p.m. on April 27, 2017.

Full details of the further extension of the period during which additional Savanna Shares may be tendered under the Offer are included in a Notice of Extension, filed on SEDAR (under Savanna’s profile) at www.sedar.com and mailed to registered securityholders of Savanna on April 10, 2017.

The highest price paid for the Acquired Shares was $1.95. During the currency of the Offer, Total has purchased on the TSX an aggregate of 1,355,000 Savanna Shares at an average price of $1.94. After giving effect to the purchase of the Acquired Shares, Total owns 97,949,713 Savanna Shares.

Total previously announced its intention to purchase Savanna Shares through the facilities of the TSX, subject to applicable law, from time to time commencing on January 13, 2017 until the expiry of the Offer. The purchase by Total of the Acquired Shares was undertaken in support of Total’s objective of acquiring 100% of the Savanna Shares.

About Total

Total is a growth oriented energy services corporation involved in contract drilling services (Chinook Drilling), rentals and transportation services (Total Oilfield Rentals) and the fabrication, sale, rental and servicing of natural gas compression (Bidell Gas Compression) and process equipment (Spectrum Process Systems).

The TSX has neither approved nor disapproved of the information contained herein.

This News Release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Total has filed with the U.S. Securities and Exchange Commission (“SEC“) a Registration Statement (the “Registration Statement“), which includes the Original Offer and Circular, the Notice of Change and Variation, Notice of Variation and Notices of Extension relating to its offer to Savanna Shareholders. TOTAL URGES INVESTORS AND SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT, THE ORIGINAL OFFER AND CIRCULAR, NOTICE OF CHANGE AND VARIATION, NOTICES OF EXTENSION AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the Original Offer and Circular, the Notice of Change and Variation, the Notice of Variation, the Notices Of Extension and other documents filed by Total with the Canadian securities regulators at www.sedar.com (under the issuer profile for Savanna) and with the SEC at the SEC’s website at www.sec.gov. The Original Offer and Circular, the Notice of Change and Variation, the Notice of Variation and Notices of Extension and other documents may also be obtained free of charge from Total’s website at www.totalenergy.ca/savannaoffer or upon request made to Total at 2550, 300 – 5th Avenue S.W., Calgary, Alberta T2P 3C4.

Securityholders should be aware that Total may purchase Savanna Shares otherwise than under the Offer, such as in open market purchases.

Forward-Looking Information Cautionary Statement

This News Release contains certain forward-looking information (referred to herein as “forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “scheduled”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should”, or similar words suggesting future events, circumstances or outcomes. In particular, this News Release contains forward-looking information concerning Total’s intention to acquire 100% of the Savanna Shares.

Forward-looking statements are based upon the opinions and expectations of management of Total as at the effective date of such statements. Although Total believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as changes in general economic conditions in Canada, the United States and elsewhere, the volatility of prices for oil and natural gas and other commodities, fluctuations in currency and interest rates and fluctuations in market prices for the publicly traded securities of Total and Savanna, and new laws and regulations (domestic and foreign). The forward-looking statements made in this News Release are based upon various assumptions and factors, including, in the case of the statement relating to Total’s intention to acquire 100% of the Savanna Shares, assumptions with respect to the success of the Offer and any subsequent compulsory acquisition or subsequent acquisition transactions.

Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this News Release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.

The forward-looking statements contained in this News Release are made as of the date hereof and Total does not undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this News Release are expressly qualified by this cautionary statement.

FOR FURTHER INFORMATION PLEASE CONTACT:

Total Energy Services Inc.
(403) 216-3939
(403) 234-8731 (FAX)
www.totalenergy.ca

 

Total Energy Services Inc. Announces Further Take-Up of Savanna Common Shares and Extension for Tender of Shares

Posted on: April 7th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – April 7, 2017) – Total Energy Services Inc. (TSX:TOT) (“Total Energy“) announced today that 35,641,916 common shares (“Savanna Common Shares“) of Savanna Energy Services Corp. (“Savanna“) were validly tendered (and not withdrawn) under its offer (the “Offer“) to purchase outstanding Savanna Common Shares after the expiration of the initial deposit period for the Offer (at 11:59 p.m. (Pacific Time) on March 24, 2017) and prior to the expiration of the first extension of the Offer (at 12:00 p.m. (Pacific Time) on April 7, 2017). Those recently deposited Savanna Common Shares represent approximately 30.1% of the total number of outstanding Savanna Common Shares.

Total Energy has taken-up the 35,641,916 additional Savanna Common Shares deposited under the Offer (the “Subsequent Take-Up“). In accordance with the terms of the Offer, Total Energy has provided Computershare Investor Services Inc. (the “Depositary“) with 4,633,449 common shares of Total Energy (the “Total Common Shares“), representing the share consideration payable by Total Energy for the additional Savanna Common Shares taken up by it today. The cash portion of the consideration payable by Total Energy is expected to be provided to the Depository on April 10, 2017, so as to enable the Depository to promptly effect settlement with the Savanna shareholders whose Savanna Common Shares were taken up by Total Energy today.

Total Energy previously acquired 60,952,797 Savanna Common Shares under the Offer, representing approximately 51.6% of the total number of outstanding Savanna Common Shares, and, after giving effect to the Subsequent Take-Up, has now taken-up an aggregate of 96,594,713 Savanna Common Shares, representing 81.7% of the total number of outstanding Savanna Common Shares. In addition, Total Energy has acquired an aggregate of 1,355,000 Savanna Common Shares in market transactions since the commencement of the Offer.

Non-Canadian Savanna shareholders who reside in certain U.S. states1or in Puerto Rico and who are not “exempt institutional investors” under the laws of their jurisdiction of residence (“Non-Exempt Shareholders“) may not receive Total Common Shares as partial consideration for the Savanna Common Shares tendered by them to the Offer. Arrangements have been made for the Depositary, as agent for the Non-Exempt Shareholders, to sell, or cause to be sold (through a broker in Canada and on the Toronto Stock Exchange) the Total Common Shares that would otherwise be issuable to such Non-Exempt Shareholders. After completion of those sales, the Depositary will distribute the aggregate net proceeds of sale, after expenses, commissions and applicable withholding taxes, pro rata, among the Non-Exempt Shareholders. Any sales of Total Common Shares on behalf of Non-Exempt Shareholders will be completed as soon as practicable after the date on which Total Energy pays for the Savanna Common Shares of the Non-Exempt Shareholders under the Offer and will be done in a manner intended to maximize consideration to be received from the sale of Total Common Shares and to minimize any adverse impact of the sale on the market for the Total Common Shares.

(1) Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, the District of Columbia, Florida, Illinois, Kentucky, Louisiana, Maryland, Massachusetts, Montana, Nebraska, Nevada, New Jersey, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island, Tennessee, Texas, Utah, Virginia, Washington, West Virginia or Wyoming.

Total Energy also announced that it has extended the period for the tender of additional Savanna Common Shares under its Offer to 12:00 p.m. on April 27, 2017. Total Energy provided notice of the extension to the Depositary effective 12:00 p.m. (Pacific Time) on Friday, April 7, 2017.

THE OFFER HAS BEEN FURTHER EXTENDED AND IS NOW OPEN FOR ACCEPTANCE UNTIL 12:00 P.M. (PACIFIC TIME) ON APRIL 27, 2017 UNLESS THE OFFER IS FURTHER EXTENDED BY TOTAL.

Full details of the extension of the period during which additional Savanna Common Shares may be tendered under the Offer will be included in a notice of extension (the “Second Notice of Extension“), which Total Energy expects to file on SEDAR (under Savanna’s profile), at www.sedar.com, and mail to registered securityholders of Savanna on or prior to April 10, 2017.

Holders of Savanna Common Shares who wish to tender their Savanna Common Shares to the Offer prior to 12:00 p.m. (Pacific Time) on April 27, 2017 should promptly contact the information agent for the Offer, Laurel Hill Advisory Group (“Laurel Hill“), or the depositary for the Offer, Computershare Investor Services Inc. (the “Depositary“). Contact information for Laurel Hill and the Depositary is set out below in this news release.

Savanna shareholders whose Savanna Common Shares are held on their behalf, or for their account, by an investment dealer, broker, bank, trust company or other intermediary, should promptly contact their intermediary directly if they wish to accept the Offer and tender their Savanna Common Shares to the Offer prior to 12:00 p.m. (Pacific Time) on April 27, 2017.

The purpose of the Offer is to enable Total Energy to acquire all of the issued and outstanding Savanna Common Shares. Total Energy currently intends to take such action as is necessary (including effecting a subsequent acquisition transaction or compulsory acquisition as contemplated in the Offer Documents (as defined below)) to acquire any Savanna Common Shares not tendered to the Offer. Following completion of the Offer and any subsequent acquisition transaction or compulsory acquisition, as applicable, Total Energy intends to cause Savanna to apply to the Toronto Stock Exchange (the “TSX“) to delist the Savanna Common Shares from the TSX and, if permitted by applicable law, cause Savanna to cease to be a reporting issuer (or equivalent) under applicable Canadian securities laws.

A copy of Total Energy’s early warning report filed for the initial take-up of Savanna Common Shares and the Subsequent Take-Up can be obtained from Daniel Halyk, President and CEO of Total Energy at Total Energy’s head office at Suite 2550, 300 – 5th Avenue S.W., Calgary, Alberta T2P 3C4. Total Energy will file an early warning report, as required by applicable securities laws, for any additional take-up of Savanna Common Shares.

About Total Energy’s Offer to Savanna Shareholders

Full details of the Offer are contained in the offer to purchase and associated take-over bid circular dated December 9, 2016 (the “Original Offer and Circular“), as amended, varied and supplemented by the notice of change and variation dated March 1, 2017 (the “First Notice of Change“), the Notice of Variation dated March 13, 2017 (the “Second Notice of Variation“), the Notice of Extension dated March 27, 2017 (the “First Notice of Extension“) and the Second Notice of Extension (when it becomes available). Those documents are (or, in the case of the Second Notice of Extension, will be) available under Savanna’s profile at www.sedar.com and on Total Energy’s website at www.totalenergy.ca/savannaoffer. Securityholders of Savanna are urged to read the Original Offer and Circular, the First Notice of Change, the Second Notice of Variation, the First Notice of Extension and the Second Notice of Extension (when it becomes available), the Letter of Transmittal (and the amended Letter of Transmittal) and the Notice of Guaranteed Delivery for the Offer (collectively, the “Offer Documents“) and to consider the important information set out in those documents. Copies of the Offer Documents may be obtained free of charge at www.sedar.com (under Savanna’s profile) and may also be obtained free of charge upon request from the Corporate Secretary of Total Energy, at 2550, 300 – 5th Avenue S.W. Calgary, Alberta T2P 3C4, or from Laurel Hill Advisory Group (“Laurel Hill“) at the numbers and email address shown below under the heading “Advisors to Total Energy”.

Advisors to Total Energy

Total Energy has engaged GMP FirstEnergy to act as its financial advisor and dealer manager. Bennett Jones LLP is acting as Canadian legal advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as United States legal advisor in connection with the Offer.

Laurel Hill has been retained as information agent for the Offer. Savanna Shareholders may contact Laurel Hill by telephone at 1-877-452-7184 (Toll Free in North America) or 1-416-304-0211 (Collect Outside North America) or by email at assistance@laurelhill.com.

Computershare Investor Services Inc. (“Computershare“) has been retained as the depositary for the Offer. Shareholders of Savanna may contact Computershare by telephone at 1-800-564-6253 (Toll free in North America), or at 1-514-982-7555 (Collect Outside of North America), or by e-mail at corporateactions@computershare.com.

About Total Energy

Total Energy is a growth oriented energy services corporation involved in contract drilling services (Chinook Drilling), rentals and transportation services (Total Oilfield Rentals) and the fabrication, sale, rental and servicing of natural gas compression (Bidell Gas Compression) and process equipment (Spectrum Process Systems).

The Toronto Stock Exchange has neither approved nor disapproved of the information contained herein.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the applicable securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Total Energy has filed with the U.S. Securities and Exchange Commission (“SEC“) a Registration Statement (the “Registration Statement“), which includes the Original Offer and Circular, the First Notice of Change, the Second Notice of Variation, the First Notice of Extension and the Second Notice of Extension (when it becomes available), relating to its offer to Savanna Shareholders. TOTAL URGES INVESTORS AND SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT, THE ORIGINAL OFFER AND CIRCULAR, THE FIRST NOTICE OF CHANGE, THE SECOND NOTICE OF CHANGE, THE NOTICE OF EXTENSION AND THE SECOND NOTICE OF EXTENSION (WHEN IT BECOMES AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the Original Offer and Circular, the First Notice of Change, the Second Notice of Variation, the First Notice of Extension and the Second Notice of Extension (when it becomes available) and other documents filed by Total Energy with the Canadian securities regulators at www.sedar.com (under the issuer profile for Savanna) and with the SEC at the SEC’s website at www.sec.gov. The Original Offer and Circular, the First Notice of Change, the Second Notice of Variation, the First Notice of Extension and the Second Notice of Extension (when it becomes available) and other documents may also be obtained free of charge from Total Energy’s website at www.totalenergy.ca/savannaoffer or upon request made to Total Energy at 2550, 300 – 5th Avenue S.W., Calgary, Alberta T2P 3C4.

Securityholders should be aware that Total Energy may purchase Savanna Common Shares otherwise than under the Offer, such as in open market purchases.

Forward-Looking Information Cautionary Statement

This news release contains certain forward-looking information (referred to herein as “forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “scheduled”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should”, or similar words suggesting future events, circumstances or outcomes. In particular, this news release contains forward-looking information concerning the payment for Savanna Common Shares validly tendered to the Offer, including the timing thereof, information concerning the arrangements for the sale of Total Common Shares on behalf of Non-exempt Shareholders under the Offer, information concerning the anticipated filing and mailing of the Second Notice of Extension, Total Energy’s plans with respect to the filing of early warning reports for any subsequent take-up of Savanna Common Shares, Total Energy’s purchase of additional Savanna Common Shares on the TSX and Total Energy’s intentions with respect to Savanna upon successful completion of the Offer.

Forward-looking statements are based upon the opinions and expectations of management of Total Energy as at the effective date of such statements. Although Total Energy believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as changes in general economic conditions in Canada, the United States and elsewhere, the volatility of prices for oil and natural gas and other commodities, fluctuations in currency and interest rates and fluctuations in market prices for the publicly traded securities of Total Energy and Savanna, non-fulfillment of conditions of the Offer and new laws and regulations (domestic and foreign).

Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements in this news release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.

The forward-looking statements in this news release are made as of the date hereof and Total Energy undertakes no obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements in this news release are expressly qualified by this cautionary statement.

FOR FURTHER INFORMATION PLEASE CONTACT:

 

Total Energy Services Inc.
(403) 216-3939
(403) 234-8731
www.totalenergy.ca

 

Total Energy Services Inc. Announces Acquisition of Shares of Savanna Energy Services Corp. on the TSX

Posted on: April 6th, 2017 by second@dmin

CALGARY, ALBERTA–(Marketwired – April 6, 2017) – Total Energy Services Inc. (TSX:TOT) (“Total” or the “Corporation“) announced today that, in connection with its previously announced Offer (as defined below) to purchase all of the issued and outstanding common shares (“Savanna Shares“) of Savanna Energy Services Corp. (“Savanna“), it has purchased, through the facilities of the Toronto Stock Exchange (the “TSX“), 220,000 Savanna Shares (the “Acquired Shares“). All of the Acquired Shares were purchased on April 6, 2017.

On December 9, 2016, Total commenced an offer to purchase all of the outstanding Savanna Shares. On March 1, 2017, Total filed a Notice of Change and Notice of Variation, which amended its original offer to, among other things, increase the consideration payable for Savanna Shares taken up by Total to 0.1300 of a Total common share and $0.20 in cash per Savanna Share and on March 13, Total filed a Notice of Variation indicating that it waived the 66 2/3 minimum tender condition (together, the “Offer“). At 11:59 p.m. (Pacific time) on March 24, 2017, Total Energy took up 60,952,797 Savanna common shares validly tendered to the Offer (and not previously withdrawn) and announced that it had extended the period for the tender of additional Savanna common shares under its Offer to 12:00 p.m. on April 7, 2017. Full details of the extension of the period during which additional Savanna Shares may be tendered under the Offer are included in a Notice of Extension, filed on SEDAR (under Savanna’s profile) at www.sedar.com and mailed to registered securityholders of Savanna on March 27, 2017.

The highest price paid for the Acquired Shares was $1.93. During the currency of the Offer, Total has purchased on the TSX an aggregate of 1,330,000 Savanna Shares at an average price of $1.94. After giving effect to the purchase of the Acquired Shares, Total owns 62,282,797 Savanna Shares.

Total previously announced its intention to purchase Savanna Shares through the facilities of the TSX, subject to applicable law, from time to time commencing on January 13, 2017 until the expiry of the Offer. The purchase by Total of the Acquired Shares was undertaken in support of Total’s objective of acquiring 100% of the Savanna Shares.

About Total

Total is a growth oriented energy services corporation involved in contract drilling services (Chinook Drilling), rentals and transportation services (Total Oilfield Rentals) and the fabrication, sale, rental and servicing of natural gas compression (Bidell Gas Compression) and process equipment (Spectrum Process Systems).

The TSX has neither approved nor disapproved of the information contained herein.

This News Release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Total has filed with the U.S. Securities and Exchange Commission (“SEC“) a Registration Statement (the “Registration Statement“), which includes the Original Offer and Circular, the Notice of Change and Variation, Notice of Variation and the Notice of Extension relating to its offer to Savanna Shareholders. TOTAL URGES INVESTORS AND SECURITYHOLDERS TO READ THE REGISTRATION STATEMENT, THE ORIGINAL OFFER AND CIRCULAR, THE NOTICE OF CHANGE AND VARIATION AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the Original Offer and Circular, the Notice of Change and Variation, the Notice of Variation, the Notice Of Extension and other documents filed by Total with the Canadian securities regulators at www.sedar.com (under the issuer profile for Savanna) and with the SEC at the SEC’s website at www.sec.gov. The Original Offer and Circular, the Notice of Change and Variation, the Notice of Variation and other documents may also be obtained free of charge from Total’s website at www.totalenergy.ca/savannaoffer or upon request made to Total at 2550, 300 – 5th Avenue S.W., Calgary, Alberta T2P 3C4.

Securityholders should be aware that Total may purchase Savanna Shares otherwise than under the Offer, such as in open market purchases.

Forward-Looking Information Cautionary Statement

This News Release contains certain forward-looking information (referred to herein as “forward-looking statements“). Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “scheduled”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should”, or similar words suggesting future events, circumstances or outcomes. In particular, this News Release contains forward-looking information concerning Total’s intention to acquire 100% of the Savanna Shares.

Forward-looking statements are based upon the opinions and expectations of management of Total as at the effective date of such statements. Although Total believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as changes in general economic conditions in Canada, the United States and elsewhere, the volatility of prices for oil and natural gas and other commodities, fluctuations in currency and interest rates and fluctuations in market prices for the publicly traded securities of Total and Savanna, and new laws and regulations (domestic and foreign). The forward-looking statements made in this News Release are based upon various assumptions and factors, including, in the case of the statement relating to Total’s intention to acquire 100% of the Savanna Shares, assumptions with respect to the success of the Offer and any subsequent compulsory acquisition or subsequent acquisition transactions.

Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this News Release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes.

The forward-looking statements contained in this News Release are made as of the date hereof and Total does not undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this News Release are expressly qualified by this cautionary statement.

FOR FURTHER INFORMATION PLEASE CONTACT:

Total Energy Services Inc.
(403) 216-3939
(403) 234-8731
www.totalenergy.ca