G2S2 CAPITAL INC. FILES EARLY WARNING REPORT FOR INVESTMENT IN CALFRAC WELL SERVICES LTD.

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HALIFAX, N.S., September 20, 2022 /CNW/ – G2S2 Capital Inc. (“G2S2”) announces that Clarke Inc. Master Trust (“Clarke MT”), an entity with which G2S2 is deemed to be a joint actor, has disposed of 489,000 Common Shares (“Common Shares”) ) of Calfrac Well Services Ltd. (“Calfrak”).

Under applicable Canadian provincial securities laws, G2S2 is deemed to be a joint actor with Clarke MT, a pension plan administered by Clarke Inc., an entity of which G2S2 is a majority shareholder. G2S2 expressly disclaims ownership of any securities held by Clarke MT.

More specifically, on September 20, 2022Clarke MT has issued a conversion notice for $652,000 principal amount of Calfrac’s 10% Senior Secured Convertible Notes In Kind (“Convertible Notes”) and disposed of 489,000 of the common shares issuable upon such conversion at a price of $5.452 per share through the facilities of the Toronto Stock Exchange (the “Arrangement”).

Immediately prior to the disposition, G2S2, together with its alleged co-actor, owned and exercised control of an aggregate of 11,516,496 common shares and $26,083,000 principal amount of the Convertible Notes which, if converted, would entitle G2S2, together with its deemed co-actor, to an additional 19,574,484 Common Shares, representing an equity ownership percentage of 53.03% of the Common Shares (determined on a partially diluted assuming the conversion of only the $26,083,000 principal amount of the Convertible Bonds beneficially owned and controlled by G2S2 and its alleged joint actor).

Immediately following the disposition, G2S2, together with its deemed joint actor, owns and exercises control over a total of 11,516,801 common shares and $25,431,000 principal amount of the Convertible Notes which, if converted, would entitle G2S2, together with its deemed co-actor, to an additional 19,085,178 Common Shares, representing an equity ownership percentage of 52.19% of the Common Shares (determined on a partially diluted assuming the conversion of only the $25,431,000 principal amount of the Convertible Bonds beneficially owned and controlled by G2S2 and its alleged joint actor).

The common shares have been alienated for investment purposes. G2S2 and Clarke MT may, from time to time, acquire additional Common Stock or Convertible Notes, or dispose of all or a portion of their existing or additional Common Stock or Convertible Notes, in the normal course of their investment activities.

G2S2 has filed an early warning report regarding this press release on the System for Electronic Document Review and Analysis (SEDAR) at www.sedar.com under Calfrac’s issuer profile. Calfrac’s corporate address is Suite 500, 407 – 8th Avenue SW, Calgary, ABT2P 1E3.

About G2S2

G2S2 Capital Inc. is a private investment holding company focused on creating value in a variety of businesses over the long term. G2S2 is incorporated under the laws of Canada. G2S2 is controlled by George & Simé Armoyan.

SOURCE G2S2 Capital Inc.

For further information: For more information or to obtain a copy of the early warning report, please contact George Armoyan, Executive Chairman of G2S2 at 416-855-1922.

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