Mr. Mike Olinek reports

CALFRAC ANNOUNCES RIGHTS OFFERING AND REDEMPTION OF SECOND LIEN NOTES

Calfrac Well Services Ltd. is commencing a rights offering to the holders of common shares of the company to raise aggregate gross proceeds of $35-million. The rights offering is fully backstopped by certain existing directors and shareholders of the company, as further described below.

The completion of the rights offering, which is anticipated to be on or about Dec. 23, 2025, will allow the company to draw on the available $120-million term loan with its syndicate of lenders. In addition, the company also expects to receive up to $15-million from a draw under either its existing syndicated facility or operating facility. The net proceeds of the rights offering, together with the proceeds of the credit facility drawdowns, are expected to be used repay the outstanding 10.875 per cent second-lien secured notes issued by the company's subsidiary, Calfrac Holdings LP, prior to their maturity in 2026. In connection with the commencement of the rights offering, Calfrac Holdings will be delivering a notice of redemption to the holders of notes on the date hereof. The aggregate principal amount of the notes currently outstanding is approximately $120,000,100 (U.S.). It is anticipated that the redemption will occur on or about Dec. 23, 2025, subject to the satisfaction of certain conditions precedent, including the completion of the rights offering and the credit facility drawdowns. In connection with the redemption, the company will pay a redemption price equal to 100 per cent of the principal amount of the notes, plus accrued and unpaid interest up to, but excluding, the redemption date, all in accordance with the provisions of the indenture governing the notes.

Under the terms of the rights offering, eligible holders of common shares as of the close of business (Toronto time) on Nov. 21, 2025, will receive one transferable right for each common share held as of the record date. Each right will entitle the holder thereof to subscribe for 0.1514872 of one common share (the basic subscription privilege) at a subscription price of $2.69 per whole common share. As a result, approximately 6.6 rights are required to subscribe for one whole common share at the subscription price. The subscription price represents a 15-per-cent discount to the volume-weighted average trading price of the common shares on the Toronto Stock Exchange for the five trading days immediately preceding the announcement of the rights offering. Pursuant to applicable securities laws and to the extent that other holders of rights do not exercise all of their rights under the basic subscription privilege, each holder of rights who fully exercises its basic subscription privilege will also be entitled to subscribe for additional common shares on a pro rata basis at the subscription price in the manner prescribed by securities laws and as further detailed in the rights offering circular. The rights offering is expected to expire at 5 p.m. Toronto time on Dec. 19, 2025. Any rights not exercised at or before the expiry time on the expiry date will be void and will have no value.

The rights will be listed on the TSX under the trading symbol CFW.RT commencing as of the open of market on Nov. 21, 2025, and will be posted for trading until 12 p.m. Toronto time on the expiry date.

The completion of the rights offering is conditional upon the satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the final acceptance of the TSX.

In connection with the rights offering, the company has entered into a standby purchase agreement with George Armoyan, Ronald P. Mathison, Charles Pellerin, EdgePoint Investment Group Inc. and Brian Luborsky. Pursuant to the standby purchase agreement: (i) the standby purchasers (other than Mr. Mathison) have agreed to exercise all of their rights received as shareholders of the company under their basic subscription privilege; and (ii) the standby purchasers, as a group, have agreed to purchase from the company, directly or indirectly, at the subscription price and on the closing date of the rights offering, all of the all common shares not otherwise subscribed for and taken up under the rights offering by eligible shareholders as of the expiry time on the expiry date (such common shares being the standby shares) in accordance with the percentages set forth in the table below, such that the maximum number of common shares that may be issued under the rights offering will have been issued and the company will have realized gross proceeds of $35-million. No fee will be payable to the standby purchasers as part of the standby purchase agreement.

This strong show of support from the company's major shareholders, which collectively hold over 60 per cent of the outstanding common shares, underscores their confidence in the company's long-term strategy and financial outlook, while the format of the rights offering maximizes the net proceeds available to the company and provides all eligible shareholders with the opportunity to participate and maintain their pro rata ownership interest in the company.

Calfrac's chief financial officer, Mike Olinek, commented: "In addition to addressing Calfrac's near-term debt maturities and expanding the lending syndicate to include an additional Tier 1 bank, this refinancing plan aligns with Calfrac's financial priorities of continued debt reduction and lowering cash interest expense. When combined with our strong operating results and the expectation for a sizable decrease in capital spending during 2026, the company anticipates significantly lowering its long-term debt and borrowing costs on a year-over-year basis."

Mr. Armoyan, Mr. Mathison and Mr. Pellerin are each considered to be a related party of the company by virtue of their role as a director of the company, with Mr. Armoyan and Mr. Mathison each also having control or direction over, directly or indirectly, more than 10 per cent of the outstanding common shares. As a result, the rights offering and the entering into of the standby purchase agreement may be considered related party transactions under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Pursuant to MI 61-101, related party transactions are subject to formal valuation and minority shareholder approval requirements; however, the rights offering and the entering into of the standby purchase agreement are exempt from such requirements in reliance on Section 5.1(k) of MI 61-101.

Further details on the rights offering, including eligibility requirements for shareholders to participate and the procedures to be followed by shareholders in order to subscribe for common shares, will be included in a rights offering circular, a rights offering notice, a notice to ineligible holders and the standby purchase agreement, which will be available on SEDAR+ under the company's issuer profile. It is expected that a copy of the rights offering notice, a direct registration system advice representing the rights and a subscription form will be mailed to each registered shareholder of the company resident in the eligible jurisdictions (as defined below) as at the record date. Registered shareholders who wish to exercise their rights must forward the rights DRS advice, together with the completed subscription form and the applicable funds, to the rights agent, Odyssey Trust Company, at or before the expiry time. Shareholders who own their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, must contact their intermediary for instructions on how to exercise their rights.

The rights offering will be conducted only in the provinces and territories of Canada. Accordingly, and subject to the detailed provisions of the rights offering circular, rights will not be delivered to, nor will they be exercisable by, persons resident outside of the eligible jurisdictions unless such holders can establish that the transaction is exempt under applicable legislation. Rather, such rights may be sold on their behalf. If you are a holder of common shares and reside outside of Canada, please review the rights offering notice, the rights offering circular and the notice to ineligible holders to determine your eligibility and the process and timing requirements to receive and exercise your rights. The company requests that any ineligible holder interested in exercising their rights contact the company at their earliest convenience.

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