Mr. Rene Amirault reports

SECURE CLOSES $1.075 BILLION ASSET SALE TO WASTE CONNECTIONS

Secure Energy Services Inc. has closed the previously announced transaction with Waste Connections Inc. to sell the facilities formerly owned by Tervita Corp. that were ordered to be divested by the Competition Tribunal. The transaction will be completed by R360 Environmental Solutions Canada Inc., an affiliate of Waste Connections Inc. (R360).

"We are pleased the required regulatory approval from the Competition Bureau has been obtained, enabling us to successfully close this transaction with R360," said Rene Amirault, chief executive officer of Secure. "This asset sale fortifies our financial position, underscores the intrinsic value of our business and we're confident it will enhance shareholder value while solidifying Secure's leadership position in the waste management and energy infrastructure sector. The transaction materially improves our financial position and capital allocation flexibility, allowing us to concentrate our resources and deploy capital in key areas of growth for Secure."

The transaction highlights include:

• $1.15-billion all-cash sale: Proceeds for the transaction includes $1,075-million in cash plus approximately $75-million for certain adjustments as provided in the definitive transaction agreement for total estimated cash proceeds of $1,150-million.
• Accretive value: The third party ordered sale at an accretive multiple highlights the underlying value of the business and underscores a disconnect between this and Secure's current trading multiple.
• Financial flexibility: The transaction provides immediate liquidity for debt repayment, while maintaining substantial leverage capacity, and a surplus of cash available for shareholder returns and to finance growth initiatives. Secure will repay the entire balance drawn on the corporation's revolving credit facility, and expects to provide notices of redemption to holders of its outstanding $153-million (U.S.) aggregate principal amount of 11-per-cent senior second lien secured notes due 2025 next week.

The corporation remains the market share leader of industrial and energy waste infrastructure in Western Canada and North Dakota. Secure's business is poised to deliver robust margins and a stable cash flow profile, supported by recurring volumes in industrial waste, metals and energy markets. The corporation's 2024 adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is expected to range from $440-million to $465-million.

Secure's board of directors and management believe there continues to be a substantive disparity between Secure's share price and the fundamental value of the business. The transaction, despite being an ordered sale, underscores this disconnect and supports a value above this benchmark. As such, the corporation remains committed to aggressive share repurchases under the normal course issuer bid (NCIB) and will evaluate various avenues available to return capital to shareholders following the transaction closing, which may include consideration of the merits of a substantial issuer bid based on, among other things, market conditions, the discretion of the board of directors, compliance with debt covenants and financial performance at the applicable time. Since commencing the NCIB on Dec. 14, 2023, the corporation has repurchased and cancelled 7,278,100 common shares, representing 2.5 per cent of Secure's outstanding common shares, and 31 per cent of the maximum shares allowable under the terms of the NCIB.

Secure remains dedicated to working closely with R360 to ensure a smooth transition. R360 is an affiliate of Waste Connections Inc., an integrated solid waste services company that provides non-hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery, primarily through recycling and renewable fuels generation. Waste Connections serves approximately nine million residential, commercial and industrial customers, in mostly exclusive and secondary markets across 44 states in the United States and six provinces in Canada. Waste Connections also provides non-hazardous oil field waste treatment, recovery and disposal services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. The transaction provides Waste Connections with a growth platform in the Canadian market, leveraging its expertise in waste handling, recovery and disposal, and complementing its existing U.S.-based, non-hazardous oil field waste operations.

With the transaction complete, Secure's focus will be to progress the pursuit of its strategy as one of Canada's sector-leading waste management and energy infrastructure organizations. Allen Gransch, president of Secure, remarked: "Despite the challenging circumstances, this divestiture highlighted the underlying value of Secure's infrastructure-based business that provides stable recurring revenue while generating significant free cash flow. I'd like to thank the 250 employees associated with the divestment for their hard work and dedication to Secure over the years and wish them all the best with R360."

Timing of fourth quarter results and conference call

Secure expects to release its 2023 fourth quarter and year-end financial and operating results before markets open on Monday, Feb. 26, 2024. Financial statements and management's discussion and analysis will be posted to Secure's website and SEDAR+ following the release.

Secure will host a conference call Monday, Feb. 26, 2024, at 9 a.m. MT to discuss the fourth quarter results.

To participate in the conference call, dial 416-764-8650 or toll-free 888-664-6383. To access the simultaneous webcast, please visit the company's website. For those unable to listen to the live call, a taped broadcast will be available at the Secure website and, until midnight MT on Monday, March 4, 2024, by dialling 1-888-390-0541 and using the pass code 876018.

About Secure Energy Services Inc.

Secure is a leading waste management and energy infrastructure business headquartered in Calgary, Alta. The corporation'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, the corporation carries out its principal business operations, including the processing, recovery, recycling and disposal of waste streams generated by its energy and industrial customers and gathering, optimization, terminalling and storage of crude oil and natural gas liquids. The solutions the corporation provides are designed not only to help reduce costs, but also lower emissions, increase safety, manage water, recycle byproducts and protect the environment.

We seek Safe Harbor.