STEP Energy Services Ltd. Announces Commencement of Sending and Filing of Circular for Special Meeting of Shareholders to Approve Arrangement

Executive Summary

• STEP Energy Services Ltd. is offering shareholders a cash consideration of $5.50 per share, representing a ~29% premium to the September 24, 2025 closing price and a 10% uplift over the prior transaction.
• The offer is part of a plan of arrangement with ARC Energy Fund 8, ARC Funds and other purchaser parties; an interim court order authorizes the special meeting to approve the Arrangement.
• Shareholders are urged to vote before the proxy deadline (December 11, 2025) for the Arrangement Resolution, with voting support agreements covering roughly 87% of shares on a non‑diluted basis.

Key Details

• Consideration: $5.50 cash per share for all shareholders not controlled by ARC Funds.
• Premiums:
• 29.11 % to the September 24, 2025 closing price of $4.26.
• 27.61 % to the 10‑day VWAP ($4.31).
• 28.81 % to the 30‑day VWAP ($4.27).
• 10 % above the prior $5.00 cash offer (Nov 3, 2024).
• Meeting: Virtual special shareholders’ meeting on December 12, 2025 at 10:00 a.m. Calgary time (link & password provided).
• Record Date: October 28, 2025.
• Proxy Deadline: December 11, 2025 at 10:00 a.m. Calgary time.
• Voting Support Agreements:
• ARC Funds and purchaser parties control ~87.33 % of shares (non‑diluted).
• Additional lock‑up agreements with MMCAP International Inc., XIB Parties, Groundlayer Capital cover ~68.11 % of minority shareholder votes.
• Interim Court Order: Granted on October 28, 2025 by the Court of King's Bench of Alberta, permitting the meeting and vote on the Arrangement.
• No Regulatory Approvals Required for completion of the Arrangement.
• Delivery of Meeting Materials: Notice‑and‑Access model due to Canada Post disruption; electronic access via SEDAR+ and company website; paper copies available upon request.
• Fairness Opinion & Valuation (EY): Fair market value range $4.80–$5.70 per share; cash consideration deemed fair from a financial perspective.

Notable Quotes

• “The Consideration offered represents an attractive premium to market and provides certainty of value and immediate liquidity for minority shareholders.” – President & CEO Steve Glanville
• “Voting support agreements collectively represent overwhelming shareholder backing, satisfying the required corporate approval thresholds.” – CFO Klaas Deemter