CES ENERGY SOLUTIONS CORP. ANNOUNCES THE CLOSING OF THE OFFER OF NON-GUARANTEED Senior TICKETS

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CALGARY, AB, May 24, 2024 /CNW/ – CES Energy Solutions Corp. (“THESE“or the”Business“) (TSX: CEU) (OTC: CESDF) announced today that it has closed its previously announced private placement of $200 million aggregate principal amount of 6.875% senior unsecured notes due May 24 2029 (the “Remarks“).

The net proceeds from the issuance of the Notes, together with drawings under the Company’s senior syndicated credit facility, will be used to repay the 250 million dollars secured a Canadian term loan facility on more attractive terms, providing a maturity extension to 2029 to further strengthen the capital structure to meet the needs of the Company while reducing the cost of capital.

BMO Capital Markets and TD Securities acted as active co-bookrunners for the private placement, in a syndicate that also included Scotiabank as co-bookrunner, ATB Capital Markets, RBC Capital Markets and Wells Fargo Securities Canada, Ltd. as co-lead managers, and CIBC Capital Markets, National Bank Financial Markets, Peters & Co. Limited, Raymond James and Stifel Canada as co-managers.

The Titles have not been registered under United States Securities Act of 1933 (THE “US Securities Law“) or applicable state securities laws, and may not be offered or sold in United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes have not been and will not be eligible for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on an exempt basis from the prospectus requirements of such securities laws. The Notes were offered and sold only to non-U.S. persons pursuant to the prospectus exemption for “accredited investors” in Canada.

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This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security whatsoever and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be illegal.

About CES Energy Solutions Corp.

CES is a leading provider of technically advanced consumable chemical solutions throughout the oilfield life cycle. This includes solutions at the bit level, to the point of completion and stimulation, to the wellhead and pump jack, and finally to the pipeline and midstream market. CES’ business model is relatively asset light and requires limited reinvestment capital to grow. As a result, CES was able to capitalize on the growing market demand for drilling fluids and production and specialty chemicals in North America while generating free cash flow.

Additional information about CES is available on SEDAR+ at www.sedarplus.ca or on the Company’s website at www.cesenergysolutions.com.

Caution

Except for historical and current factual information contained in this press release, the matters set forth in this press release may constitute forward-looking information or forward-looking statements (collectively, “forward-looking information”) that involve known and unknown risks. , uncertainties and other factors which may cause actual results, performance or achievements of CES, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. When used in this press release, this information uses words such as “may”, “would”, “could”, “will”, “intend”, “expect”, ” believes,” “plans,” “anticipates,” “estimates,” and other similar terms. This information reflects CES’s current expectations regarding future events and operational performance and speaks only as of the date of the release. press Forward-looking information involves significant risks and uncertainties, should not be construed as a guarantee of future performance or results and will not necessarily be an accurate indication of whether or not such results will be achieved. could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the factors discussed below. CES management believes that the material factors, expectations and assumptions reflected in. forward-looking information is reasonable, but no assurance can be given that such factors, expectations and assumptions will prove to be correct. The forward-looking information contained herein speaks only as of the date of the document, and CES undertakes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required in under applicable securities laws or regulations. .

In particular, this press release contains forward-looking information regarding the following: that the Notes will not be eligible for sale to the public under applicable Canadian securities laws; the use of ticket proceeds; the schedule and terms of repayment of the Canadian term loan facility; expectations that the issuance of the Notes and the refinancing of the Canadian Term Loan Facility will strengthen CES’ balance sheet and reduce CES’s cost of capital; and expectations that the proceeds of the Notes will meet the future capital needs of the Company.

CES’s actual results could differ materially from those anticipated in the forward-looking information as a result of a number of factors and risks, including, but not limited to, the factors and risks discussed under the heading “Risk Factors » in the CES annual information form for the year ended December 31, 2023 date February 29, 2024and “Risks, uncertainties and new developments” in the CES management report for the completed quarter March 31, 2024date May 8, 2024.

THE TORONTO ACTION EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

SOURCE CES Energy Solutions Corp.

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