News 2016 2017-06-26T20:55:22+00:00
Canadian Equipment Rentals Corp. (the “Company” or “CER”) (TSX VENTURE: CFL) regrettably announces that Mr. Skip Kerr, former Chief Operating Officer of the Company passed away on December 27th after a lengthy battle with various health ailments.CER’s Board of Directors wish to recognize Mr. Kerr for his years of dedication and contribution to the Company and also wish to thank his family for their support of Skip while in the employ of CER.

About Canadian Equipment Rentals Corp.

Canadian Equipment Rentals Corp. is a Canadian public corporation with two operating divisions: Energy Services and General Rentals. The Energy Services division is engaged in the rental of surface rentals and accommodations to the Western Canadian Oil and Gas Industry. The General Rentals division is engaged in the rental of industrial and construction equipment. The Company trades on the TSX Venture Exchange under the symbol “CFL”.

For further information contact:

Ken Olson
Chief Financial Officer
P: (403) 930-5434
E: kolson@cercorp.com

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

Chief Financial Officer
P: (403) 930-5434
E: kolson@cercorp.ca

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

Canadian Equipment Rentals Corp. (the “Company” or “CER”) (TSX VENTURE: CFL) announces that Mr. Austin Fraser has resigned from his role as President of the Company effective immediately. Going forward, the responsibilities associated with the role of president will be absorbed by the existing management team.
CER’s Board of Directors wish to thank Mr. Fraser for his years of dedication and contribution to the Company and wish him well in his future endeavors.  Mr. Fraser has agreed to provide certain consulting services through the first quarter of 2017 as needed.

About Canadian Equipment Rentals Corp.

Canadian Equipment Rentals Corp. is a Canadian public corporation with two operating divisions: Energy Services and General Rentals. The Energy Services division is engaged in the rental of surface rentals and accommodations to the Western Canadian Oil and Gas Industry. The General Rentals division is engaged in the rental of industrial and construction equipment. The Company trades on the TSX Venture Exchange under the symbol “CFL”.

For further information contact:
Ken Olson
Chief Financial Officer
P: (403) 930-5434
E: kolson@cercorp.com

Canadian Equipment Rentals Corp. (the “Company”) (TSX VENTURE: CFL) today announced that it has entered into a Fifth Amending Agreement with its senior lenders. This agreement expires on February 28, 2017 and allows management to continue to execute on the commitment to reduce the Company’s balance sheet leverage.

The recently announced sale of the Waste Management division, which closed on December 1, 2016, was a material step forward in this process. Management continues to sell down underutilized equipment and explore alternative sources of capital. The Company is also seeing strong demand for oilfield rental equipment going into the winter drilling season which is a positive sign for the energy service division.

About Canadian Equipment Rentals Corp.

Canadian Equipment Rentals Corp. is a Canadian public corporation with two operating divisions: Energy Services and General Rentals. The Energy Services division is engaged in the rental of surface rentals and accommodations to the Western Canadian Oil and Gas Industry. The General Rentals division is engaged in the rental of industrial and construction equipment. The Company trades on the TSX Venture Exchange under the symbol “CFL”.

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this press release constitute forward-looking statements or forward-looking information, including management’s assessment of expected activity levels continuing through 2016, and expected decrease in demand for rental equipment over the next year as well as forecasted economic measures for the Province of Alberta and oil and natural gas prices and the effect on drilling programs as a result of the decline in oil prices. Forward-looking statements or information may contain statements with the words “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “budget”, “should”, “project”, “demand”, “may have been” or similar words suggesting future outcomes or expectations. Although the Company believes that the expectations implied in such forward-looking statements or information are reasonable, undue reliance should not be placed on these forward-looking statements because the Company can give no assurance that such statements will prove to be correct. Forward-looking statements or information based on current expectations, estimates and projections involve a number of assumptions about the future and uncertainties. Although management believes these assumptions are reasonable, there can be no assurance that they will be proved to be correct, and actual results will differ materially from those anticipated. For this purpose, any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. The forward-looking statements or information contained in this press release are made as of the date hereof and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new contrary information, future events or any other reason, unless it is required by any applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

For further information contact:
Austin Fraser
President
P: (403) 930-5433
E: afraser@cercorp.ca

Ken Olson
Chief Financial Officer
P: (403) 930-5434
E: kolson@cercorp.ca

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

Canadian Equipment Rentals Corp. (“CER” or the “Company”) (TSX VENTURE: CFL) is pleased to announce that further to its press release dated November 17, 2016, it has completed the sale of 100% of the issued and outstanding shares of its wholly-owned subsidiary, MCL Waste Systems & Environmental Inc. (“MCL”), to GFL Environmental Inc.

Gross cash proceeds from the transaction will be approximately $12.0 million. Net proceeds after transaction costs and post-closing adjustments will be applied against CER’s senior indebtedness.

About Canadian Equipment Rentals Corp.

Canadian Equipment Rentals Corp. is a Canadian public corporation with two operating divisions: Energy Services and General Rentals. The Energy Services division is engaged in the rental of surface equipment and accommodations to the Western Canadian Oil and Gas Industry and the General Rentals division is engaged in the rental of industrial and construction equipment. The Company trades on the TSX Venture Exchange under the symbol “CFL”.

About GFL Environmental Inc.

GFL, headquartered in Toronto, ON, is a diversified environmental services company offering services in solid waste management, liquid waste management and soil remediation. Through its platform of operations in Canada and the U.S., GFL serves over 80,000 commercial, industrial and institutional customers, more than 2.5 million households under municipal collection contracts and has a workforce of more than 4,000 employees.

Forward-Looking Statements and Information

Certain statements included or incorporated by reference in this press release constitute forward-looking statements or forward-looking information. Forward-looking statements or information may contain statements with the words “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “budget”, “should”, “project”, “would have realized’, “may have been” or similar words suggesting future outcomes or expectations. In particular, forward-looking statements and information contained in this press release, include, but are not limited to, information regarding post-closing adjustments and the use of proceeds resulting from the disposition of MCL shares. Although the Company believes that the expectations implied in such forward-looking statements or information are reasonable, undue reliance should not be placed on these forward-looking statements because the Company can give no assurance that such statements will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of assumptions about the future and uncertainties. Although management believes these assumptions are reasonable, there can be no assurance that they will be proved to be correct, and actual results will differ materially from those anticipated. For this purpose, any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. The forward-looking statements or information contained in this press release are made as of the date hereof and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new contrary information, future events or any other reason, unless it is required by any applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

For further information contact:

Austin Fraser
President
P: (403) 930-5433
E: afraser@cercorp.com

Ken Olson
Chief Financial Officer
P: (403) 930-5434
E: kolson@cercorp.com

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

Canadian Equipment Rentals Corp. (the “Company”) (TSX VENTURE: CFL) today announced its financial and operating results for the three and nine months ended September 30, 2016. The Company also announces that it has entered into a Fourth Amending Agreement with its lenders which expires on December 15, 2016. Download Press Release

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Canadian Equipment Rentals Corp. (“CERC” or the “Company”) (TSX VENTURE: CFL) announced today that it has entered into an agreement with GFL Environmental Inc. (“GFL”), to sell 100% of the issued and outstanding shares of its wholly-owned subsidiary, MCL Waste Systems & Environmental Inc. (“MCL”), for cash proceeds of $12.0 million.

“This transaction advances our strategy of focusing on our core rentals divisions,” said Austin Fraser, President of CERC. “The cash proceeds from the sale will be used to reduce bank indebtedness and provide us with greater flexibility through the prolonged oil and gas downturn. MCL is a solid business and we are pleased that our employees will be joining a best-in-class environmental services provider in GFL.”

The transaction, which is expected to close on or around December 1, 2016, is subject to approval by the TSX Venture Exchange and is subject to customary closing conditions. PillarFour Capital Inc. is acting as exclusive financial advisor to CERC with respect to the transaction.

About Canadian Equipment Rentals Corp.

Canadian Equipment Rentals Corp. is a Canadian public corporation with three operating divisions: Energy Services, General Rentals and Waste Management. The Energy Services division is engaged in the rental of surface rentals and accommodations to the Western Canadian Oil and Gas Industry. The General Rentals division is engaged in the rental of industrial and construction equipment. And the Waste Management division is engaged in waste facilities management and collections. The Company trades on the TSX Venture Exchange under the symbol “CFL”.

About GFL Environmental Inc.

GFL, headquartered in Toronto, ON, is a diversified environmental services company offering services in solid waste management, liquid waste management and soil remediation. Through its platform of operations in Canada and the U.S., GFL serves over 80,000 commercial, industrial and institutional customers, more than 2.5 million households under municipal collection contracts and has a workforce of more than 4,000 employees.

Forward-Looking Statements and Information

Certain statements included or incorporated by reference in this press release constitute forward-looking statements or forward-looking information. Forward-looking statements or information may contain statements with the words “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “budget”, “should”, “project”, “would have realized’, “may have been” or similar words suggesting future outcomes or expectations. In particular, forward-looking statements and information contained in this press release, include, but are not limited to, the closing of the sale of MCL on or around December 1, 2016. Although the Company believes that the expectations implied in such forward-looking statements or information are reasonable, undue reliance should not be placed on these forward-looking statements because the Company can give no assurance that such statements will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of assumptions about the future and uncertainties. Although management believes these assumptions are reasonable, there can be no assurance that they will be proved to be correct, and actual results will differ materially from those anticipated. For this purpose, any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. The forward-looking statements or information contained in this press release are made as of the date hereof and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new contrary information, future events or any other reason, unless it is required by any applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

For further information contact:

Austin Fraser
President
P: (403) 930-5433
E: afraser@cercorp.ca

Ken Olson
Chief Financial Officer
P: (403) 930-5434
E: kolson@cercorp.ca

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

Canadian Equipment Rentals Corp. (the “Company”) (TSX VENTURE: CFL) today announced its financial and operating results for the three and six months ended June 30, 2016.Download Press Release

CERF Incorporated (the “Company”) (TSX VENTURE: CFL) is pleased to announce that at the Annual and Special Meeting of the shareholders of the Company held on June 22, 2016, the proposed name change of the Company to Canadian Equipment Rentals Corp. was approved.

This name change reflects the rebranding efforts recently initiated by management and the corporate strategy approved by the Board of Directors, which has the Company expanding its rental offerings into new market segments including large industrial projects. This strategy will create more market diversification for the Company and generate synergies between the various operating divisions of the Company.

The Company also announces that in the second quarter of 2016, it has successfully sold various pieces of under-utilized rental equipment from both its Energy Services and General Rentals divisions for proceeds of approximately $3.2 million. These funds will be used to pay down debt and for general corporate purposes.

About Canadian Equipment Rentals Corp.

Canadian Equipment Rentals Corp. is a Canadian public corporation with three operating divisions: Energy Services, General Rentals and Waste Management. The Energy Services division is engaged in the rental of surface rentals, downhole equipment and accommodations to the Western Canadian Oil and Gas Industry. The General Rentals division is engaged in the rental of industrial and construction equipment. The Waste Management division is engaged in waste facilities management and collections. Canadian Equipment Rentals Corp. trades on the TSX Venture Exchange under the symbol “CFL”.

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this press release constitute forward-looking statements or forward-looking information. Forward-looking statements or information may contain statements with the words “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “budget”, “should”, “project”, “would have realized’, “may have been” or similar words suggesting future outcomes or expectations. Although the Company believes that the expectations implied in such forward-looking statements or information are reasonable, undue reliance should not be placed on these forward-looking statements because the Company can give no assurance that such statements will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of assumptions about the future and uncertainties. Although management believes these assumptions are reasonable, there can be no assurance that they will be proved to be correct, and actual results will differ materially from those anticipated. For this purpose, any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. The forward-looking statements or information contained in this press release are made as of the date hereof and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new contrary information, future events or any other reason, unless it is required by any applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

For further information contact:

Austin Fraser
President
P: (403) 826-5701
E: afraser@cerfcorp.com

Ken Olson
Chief Financial Officer
P: (403) 969-8791
E: kolson@cerfcorp.com

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

CERF Incorporated Announces Issuance of Stock Options

CALGARY, ALBERTA – May 31, 2016

CERF Incorporated (the “Company” or “CERF”) (TSX VENTURE: CFL) announces that options to purchase 900,000 common shares of the Company were granted today to officers, employees and consultants of the Company with an exercise price of $0.48 per share. The options have been granted pursuant to CERF’s 10% rolling stock option plan and will expire five years from the date of grant. All of the options will vest as to one third thereof on each of the first, second and third anniversaries of the date of grant.

The foregoing options have been granted following the recently announced changes to CERF’s divisional management team and following the addition of new employees.

About CERF Incorporated

CERF is a Canadian public corporation with three operating divisions: Energy Services, General Rentals and Waste Management. The Energy Services division is engaged in the rental of surface rentals, downhole equipment and accommodations to the Western Canadian Oil and Gas Industry. The General Rentals division is engaged in the rental of industrial and construction equipment. The Waste Management division is engaged in waste facilities management and collections. CERF trades on the TSX Venture Exchange under the symbol “CFL”.

For further information contact:

Austin Fraser
President
P: (403) 826-5701
E: afraser@cerfcorp.com

Ken Olson
Chief Financial Officer
P: (403) 969-8791
E: kolson@cerfcorp.com

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

CERF Incorporated Announces 2016 First Quarter Results

CALGARY, ALBERTA – May 26, 2016
CERF Incorporated Announces 2016 First Quarter Results Download Press Release

CERF Incorporated (the “Company” or “CERF”) (TSX VENTURE: CFL) announced that on May 6, 2016 Zedcor Energy Services Corp., a wholly-owned subsidiary of CERF, completed the acquisition of all of the business and assets of Summit Star Energy Services Inc. (“Summit Star”).

The purchase price of $750,000 was funded by the issuance of 1,713,318 common shares of CERF based on the volume weighed average price of the common shares of CERF over the 30 trading days up to and including May 5, 2016. No debt was assumed and no cash was paid in conjunction with the transaction.

The acquisition of Summit Star’s business and assets was made based on the following transaction metrics:

  • 0.7x fair market value of assets
  • 1.0x book value of assets
  • 1.8x 2016E EBITDA
  • 2.5 years average age of assets

CERF is pleased to announce that Mr. Alex Johnstone has been appointed as Vice President, Business Development of CERF Incorporated.

Summit Star was founded in 2012 by Alex Johnstone and its assets include hybrid solar power light towers and trickle pumps. The majority of Summit Star’s customers are mid-stream, pipeline and industrial project operators.

“We are very pleased to have Alex Johnstone join CERF Incorporated as Vice President, Business Development. Alex has been working closely with CERF over the last five months and has been instrumental in the success of both CERF’s Energy Services and Industrial Rentals segments entering into contracts in the mid-stream service market.

Alex’s fleet of leading edge technology rental equipment is currently realizing 70% utilization through a diverse customer mix. Alex’s role at CERF will be to continue to drive sales at both our Energy Services and Industrials Rentals segments, and also to help manage CERF’s entire rental fleet to ensure we are continuing to find innovative ways to provide value-added rental services to our customers”, said Austin Fraser, President of CERF.

Mr. Artie T. Kos, a director and control person of CERF and also a director and control person of Summit Star, declared his conflict and recused himself from all CERF and Summit Star board decisions and from all CERF management discussions. He also abstained from voting on all matters relating to the acquisition of the Summit Star business and assets. As a result of Mr. Artie T. Kos’ management positions and share ownership in CERF and Summit Star, CERF’s acquisition of Summit Star is a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). CERF relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement of MI 61-101 and 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101, as neither the fair market value of the transaction, nor the fair market value of the consideration for the transaction, exceeded 25% of CERF’s market capitalization.

The Board of Directors of CERF is also pleased to announce the appointment of Mr. Artie T. Kos as Chairman of the Board and Chief Executive Officer of CERF Incorporated following his resignation as Executive Chairman of CERF.

About CERF Incorporated

CERF is a Canadian public corporation with two primary divisions: industrials and energy services. The Industrials division is engaged in the rental of industrial and construction equipment and waste management. The energy services division is engaged in the rental of surface rentals, downhole equipment and accommodations to the Western Canadian Oil and Gas Industry. CERF trades on the TSX Venture Exchange under the symbol “CFL”.

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this press release constitute forward-looking statements or forward-looking information. Forward-looking statements or information may contain statements with the words “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “budget”, “should”, “project”, “would have realized’, “may have been” or similar words suggesting future outcomes or expectations. Although the Company believes that the expectations implied in such forward-looking statements or information are reasonable, undue reliance should not be placed on these forward-looking statements because the Company can give no assurance that such statements will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of assumptions about the future and uncertainties. Although management believes these assumptions are reasonable, there can be no assurance that they will be proved to be correct, and actual results will differ materially from those anticipated. For this purpose, any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. The forward-looking statements or information contained in this press release are made as of the date hereof and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new contrary information, future events or any other reason, unless it is required by any applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

For further information contact:

Austin Fraser
President
P: (403) 826-5701
E: afraser@cerfcorp.com

Ken Olson
Chief Financial Officer
P: (403) 969-8791
E: kolson@cerfcorp.com

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

CERF Incorporated Announces 2015 Fourth Quarter & Year End Results Download Press Release

CERF Announces Appointment of New CFO

CALGARY, ALBERTA – March 24, 2016

CERF Incorporated (the “Company” or “CERF”) (TSX VENTURE: CFL) today announced that Mr. Ken Olson has been appointed Chief Financial Officer (“CFO”) of CERF, effective May 1, 2016. Mr. Olson replaces Mr. Derrek R. Wong, who has resigned as Vice President, Finance and CFO of CERF. Mr. Wong will work closely with Mr. Olson, and Mr. Ken Stephens, CERF’s founding CFO and a director of CERF, to ensure a seamless transition.

Mr. Olson is an accomplished finance and accounting executive with more than 23 years of experience in both private and publicly-traded companies. Before joining CERF, Mr. Olson served as the CFO of a publicly traded oilfield drilling and completion services company operating both in Canada and internationally, where he oversaw all aspects of corporate finance, investor relations, cash management, financial budgeting and reporting, IT services, taxation, financial controls, and regulatory compliance. Mr. Olson also served as Vice President, Finance for Sanjel Corporation, a private pressure pumping and completion services company operating in Canada and internationally, and as Vice President Finance for the Wireless Business Unit of CSI Wireless Inc.
“We are very excited to welcome Ken to the CERF executive team. He brings decades of experience and deep leadership skills to CERF,” said Austin Fraser, President, CERF Incorporated. “With his broad business background and accomplishments in the Energy Services Sector, Ken’s understanding of operational efficiencies will be instrumental to CERF’S ongoing transformation”.

Mr. Olson began his career at PricewaterhouseCoopers, in Calgary Alberta, earning his chartered accountant designation in 1995.

About CERF Incorporated:

CERF is a Canadian public corporation with two primary divisions: Energy Services and Industrials. The Energy Services division is comprised of one reporting segment, the Oilfield Rentals Segment and is engaged in the rental of oilfield equipment to the Western Canadian Oil and Gas Industry. The Industrials division is comprised of two reporting segments, the Industrial Rentals Segment and the Waste Management Segment. The Industrial Rentals Segment is engaged in the rental, sales and service of construction and industrial equipment. The Waste Management Segment operates waste handling facilities throughout Alberta and also removes and disposes of waste from commercial, residential and industrial customers. CERF Incorporated trades on the TSX Venture Exchange under the symbol “CFL”.

Cautionary Note Regarding Forward-Looking Information

This news release contains certain “forward-looking information” within the meaning of Canadian securities laws, which may include, but is not limited to, the planned starting date for Mr. Olson as CERF’s CFO. Although CERF has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated, described or intended. There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information. Other than as required by applicable securities law, CERF assumes no obligation to update or revise such forward-looking information to reflect new events or circumstances.

For further information contact
Austin Fraser
President
P: (403) 826-5701
E: afraser@cerfcorp.com

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

CERF Incorporated (the “Company” or “CERF”) (TSX VENTURE: CFL) is pleased to announce that CERF’s Waste Management Segment, (“MCL”), has entered into two long-term waste management contracts (collectively the “Contracts”), one with the City of Lethbridge and one with the City of Edmonton, Alberta. CERF is also pleased to announce the appointment of Mr. Todd Ziniuk as Acting Chief Operating Officer (“COO”).

New Contracts

Under the terms of the Contracts, CERF expects to provide collection services to certain areas of Edmonton and Leduc, and CERF will operate a landfill facility on behalf of the City of Lethbridge. In connection with the Contracts, CERF expects to purchase approximately $3.2 million in new waste management equipment, which it plans to fund under its existing credit facility. With the addition of the Lethbridge Contract, MCL now operates under eight municipal facility contracts in Alberta.

CERF also announced today, that effective immediately Mr. Todd Ziniuk has been appointed Acting Chief Operating Officer of the Company. Mr. Skip Kerr, the Company’s Chief Operating Officer is currently on medical leave. Mr. Ziniuk, who joined CERF upon the acquisition of Zedcor Oilfield Rentals Ltd. (“Zedcor”) in February 2016, brings a solid base of industry knowledge with over 15 years of direct experience in the oilfield rentals and logistics industries.

Mr. Ziniuk was previously General Manager and owner at Zedcor and was the founder and President at both Oilpatch Rentals Ltd. and North American Tubulars Ltd. which were sold in 2007 and 2012, respectively.

“We are very excited to have Todd as our Acting COO. We know that his energy, industry knowledge and leadership skills will strengthen the entire CERF team and help us as we continue to grow and as we expand our customer base in both our energy services and equipment rentals businesses,” said Austin Fraser, President, CERF Incorporated. “CERF would also like to acknowledge Skip Kerr for his tireless efforts on behalf of the Company and we all wish him a full and speedy recovery.”

Cancellation of Incentive Stock Options

CERF has cancelled a total of 745,000 incentive stock options granted under its Stock Option Plan to certain officers, directors, employees and consultants who have voluntarily returned these options to the Company. The cancelled options were granted from February 11, 2013 to October 20, 2014 and were exercisable at prices ranging from $2.71 to $3.17 for a period of 5 years from the date of grant. Following the cancellation, the Company will have 2,335,000 issued and outstanding stock options with a weighted-average exercise price of $0.59.

Download Full PDF Here

CERF Announces Stock Option Grant

CALGARY, ALBERTA – Feb 5, 2016

CERF Incorporated (“CERF”) (CFL) has granted 1,985,000 stock options to directors, officers, employees and consultants of CERF at an exercise price of $0.50.

The stock options have been granted pursuant to CERF’s 10% rolling stock option plan and will expire five years from the date of grant. All of the stock options vest as to one third thereof on each of the first, second and third anniversaries of the date of grant. Subsequent to this stock option grant, CERF will have a total of 3,864,000 stock options outstanding.

The foregoing stock options have been granted following the recently announced changes to CERF’s Board of Directors and executive management team and following the addition of new employees and a consultant upon the completion of CERF’s recently announced acquisition of Zedcor Oilfield Rentals Ltd.

Download Full PDF Here

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

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

PURCHASE PRICE SUMMARY

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

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

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

EV / 2015E EBITDA (1) 4.3x
EV / Net Asset Value (1)(2) 62%
EV / Gross Asset Value (1)(2) 46%
(1) Based on management estimates; net debt (calculated as total interest bearing debt less cash) as at January 31, 2016

(2) Calculated as depreciated or gross value of PP&E plus non cash working capital estimated by management as at January 31, 2016

STRATEGIC HIGHLIGHTS

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

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

PREFERRED SHARE, VTB NOTE & CREDIT FACILITY DETAILS

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

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

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

ACQUISITION RATIONALE

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

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

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

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

DIVIDEND SUSPENSION

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

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