Ensign Closes $25 Million Private Placement of Unsecured, Subordinated Convertible Debentures
Summary
Holders converting their Debentures will receive accrued and unpaid interest thereon (if any), up to, but excluding, the date of conversion.If, on and after March 31, 2028, the closing price of the Common Shares on the Toronto Stock Exchange exceeds 125% of the Conversion Price for at least 30 consecutive trading days, the Debentures may be redeemed by the Corporation for cash on a pro rata basis, in whole or in part from time to time, on not more than 90 days and not less than 60 days prior notice, at a redemption price equal to the outstanding principal amount of the Debentures plus accrued and unpaid interest thereon (if any), up to, but excluding, the date of redemption.The net proceeds of the Offering will be used by the Corporation for general corporate and working capital purposes.N. As a result of the acquisition on a partially diluted basis, assuming conversion of the Debentures and Options, N. Murray Edwards now beneficially owns or controls 48,989,227 Common Shares, representing 25.46% of the issued and outstanding Common Shares.This press release and Mr. Edwards corresponding early warning report (the "Early Warning Report") which is expected to be filed on SEDAR+ in the near term, constitutes the required disclosure pursuant to section 5.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104"). Mr. Edwards has no current intention to enter into any of the transactions listed in item 5 of Form F1 of National Instrument 62-103, but in the future he may acquire or dispose of securities of Ensign depending on market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities laws.The Early Warning Report for Mr. Edwards that will be filed on SEDAR+ in respect of the Offering will satisfy the requirement of section 5.2 of NI 62-104 to have the Early Warning Report filed by an acquiror, with the securities regulatory authorities in each of the jurisdictions in which the Corporation is a reporting issuer and which contains the information required by section 3.1 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"), which includes the information required by Form 62-103F1.A copy of the Early Warning Report filed by Mr. Edwards in connection with the Offering will be available under the Corporations profile on the SEDAR+ website at www.sedarplus.ca.Immediately prior to the acquisition of the Debentures pursuant to the Offering, certain controlled subsidiaries of Fairfax beneficially owned an aggregate of 36,549,316 Common Shares on a non-diluted basis, representing 19.79% of the issued and outstanding Common Shares. We are one of the worlds top land-based drilling and well servicing contractors serving crude oil, natural gas and geothermal operators. Please visit our website at www.ensignenergy.com.Ensigns Common Shares are publicly traded though the facilities of the Toronto Stock Exchange under the trading symbol ESI.For further information, contact: Ensign Energy Services Inc., 400 - 5th Avenue S.W., Suite 1000, Calgary, Alberta T2P 0L6 Canada, Mr. Michael Gray, Chief Financial Officer, Telephone: 403.260.2215; Fairfax: John Varnell, Vice President, Corporate Development, 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7, (416) 367-4941