SECURE Announces Final Results of its Substantial Issuer Bid

Press Release

CALGARY, AB, June 10, 2024 – SECURE Energy Services Inc. (“SECURE”) (TSX: SES) announced today the final results of its substantial issuer bid (the “Offer”), pursuant to which it has taken up and will pay for 21,929,818 common shares (the “Shares”) that were validly deposited to the Offer and not withdrawn at a price of $11.40 per Share (the “Purchase Price”).

The Shares to be purchased under the Offer represent an aggregate purchase price of approximately $250 million and 8.33% of SECURE’s issued and outstanding Shares before giving effect to the Offer. Immediately following the expiry of the Offer, SECURE has 241,178,567 Shares issued and outstanding.

Payment and settlement of the Shares purchased pursuant to the Offer will be effected by Odyssey Trust Company, as depositary for the Offer (the “Depositary”), in accordance with the settlement procedures described in the Offer Documents (as defined below) and applicable law.

Based on the final count by the Depositary, a total of 40,834,163 Shares were validly tendered and not withdrawn. As the Offer was oversubscribed, Shareholders who made auction tenders at the Purchase Price or purchase price tenders will have approximately 80.9% of their tendered Shares purchased by SECURE (other than “odd lot” tenders, which are not subject to proration). Any Shares not purchased under the Offer, including Shares not purchased as a result of proration or Shares tendered pursuant to auction tenders at prices higher than the Purchase Price, will be returned to Shareholders as soon as practicable by the Depositary.

For Canadian federal income tax purposes, a dividend is deemed to be paid on the repurchase of Shares under the Offer. To assist holders of Shares (“Shareholders”) in determining the Canadian income tax consequences of the Offer, SECURE has determined that for purposes of the Income Tax Act (Canada) (the “Tax Act”), the paid-up capital per Share is estimated to be approximately $4.85 at the time of repurchase under the Offer. Shareholders should review the issuer bid circular dated April 29, 2024 (the “Circular”) for more information, including information about the Canadian federal income tax treatment of deemed dividends (refer to Section 13 “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations”). SECURE will designate the entire amount of the deemed dividend arising from its repurchase of Shares under the Offer as an “eligible dividend” for purposes of the Tax Act and any corresponding provincial and territorial tax legislation.

The “specified amount” for purposes of subsection 191(4) of the Tax Act in respect of each Share is $11.50. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.

The full details of the Offer are described in the offer to purchase and Circular, as well as the related letter of transmittal and notice of guaranteed delivery (the “Offer Documents”), copies of which were filed and are available under SECURE’s profile on SEDAR+ at www.sedarplus.com.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.

SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta. SECURE’s extensive infrastructure network located throughout western Canada and North Dakota includes waste processing and transfer facilities, industrial landfills, metal recycling facilities, crude oil and water gathering pipelines, crude oil terminals and storage facilities. Through this infrastructure network, SECURE carries out its principal business operations, including the processing, recovery, recycling and disposal of waste streams generated by our energy and industrial customers and gathering, optimization, terminalling and storage of crude oil and natural gas liquids. The solutions SECURE provides are designed not only to help reduce costs, but also lower emissions, increase safety, manage water, recycle by-products and protect the environment.

SECURE’s Shares trade under the symbol “SES” and are listed on the TSX. For more information, visit www.SECURE-energy.com.

For further information: Allen Gransch, President and Chief Executive Officer; Chad Magus, Chief Financial Officer, Phone: (403) 984-6100, Fax: (403) 984-6101, Email: ir@secure-energy.com, Website: www.SECURE-energy.com

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