• PROXY ADVISORS UNANIMOUSLY AGREE SHAREHOLDERS SHOULD VOTE AGAINST: ISS and Glass Lewis continue to recommend that Shareholders VOTE AGAINST the Amended Management Transaction to protect their investment and right to a premium recovery.
• WILKS' PREMIUM OFFER REMAINS THE SUPERIOR CHOICE: No matter how you look at it, $0.18 cash per share (and up to $0.25 cash per share) from Wilks remains the best option for Calfrac's shareholders. 
• LEADING INDEPENDENT INDUSTRY EXPERTS SOUND THE ALARM ON CALFRAC:  Independent analysts are warning that Calfrac will likely be in bankruptcy protection within months if the Amended Management Transaction is completed. Shareholders would be most affected, which is why the Amended Management Transaction is a bad deal for everyone.
• WHEN THE SMOKE CLEARS, THE WILKS' PREMIUM OFFER REMAINS:  No one is falling for Calfrac's 'smoke and mirror' approach to try to mislead shareholders on the feasibility of the Premium Offer.  The simple truth is that the Premium Offer is the best, most direct path to a premium recovery and does not require Court or creditor approval. 
• VOTE AGAINST CALFRAC TODAY:  Use the BLUE proxy form TODAY to vote AGAINST the Amended Management Transaction and let Calfrac know that shareholders deserve better.

CISCO, Texas, Oct. 13, 2020 /PRNewswire/ - Wilks Brothers, LLC ("Wilks") reminds shareholders of Calfrac Well Services Ltd. ("Calfrac") (TSX: CFW) to vote AGAINST Calfrac's amended Recapitalization Transaction (the "Amended Management Transaction") at the special meeting of Shareholders to be held on October 16, 2020 (the "Meeting").  The deadline to submit your BLUE proxy and VOTE AGAINST is today at 11:59 p.m. MST.

This has been a long but very important campaign to ensure that Calfrac's shareholders are protected and treated fairly. Calfrac has fought tooth and nail, up to the very end, to try to ensure that its shareholders would not benefit from a premium recovery.  Whether Calfrac fails or succeeds in its attempts to minimize shareholder recovery is up to you.  Every vote is important to the outcome.  As you evaluate this important choice, consider the following:

• The Amended Management Transaction benefits ONLY the Executive Chairman and a self-selected group of unsecured creditors.
• Calfrac's efforts to expropriate shareholder value would have been successful if Wilks did not stand up for shareholders' rights and propose the Premium Offer.
• Even when presented with the opportunity to beat the Premium Offer, Calfrac balked.
• Any transaction pursued by Calfac will be significantly more conditional than Wilks' Premium Offer:  Calfrac requires shareholder approval, creditor approval, Court approval, and satisfaction of a very long list of conditions precedent.
• Courts are not rubberstamps, as Calfrac has (remarkably) suggested. The claim that a plan can be immediately implemented in CCAA is illusory. The Premium Offer will be completed long before that happens.
• Independent industry experts have carefully evaluated the two options for shareholders and weighed all of these considerations.  Their conclusion: Wilks' Premium Offer is the best choice for shareholders.

In the face of Calfrac's continued rhetoric to try to salvage their insider deal, Wilks has prepared a presentation for shareholders that sets the record straight (again).

View Shareholder Presentation.

The choice, and path forward, for Calfrac Shareholders remains clear: Vote the BLUE Proxy TODAY, AGAINST the Amended Management Transaction. 

Click here for voting instructions or learn more at www.afaircalfrac.com.

The deadline to submit your blue proxy is TODAY, October 13, 2020 at 11:59 p.m. MST.

If you have already voted AGAINST the Amended Management Transaction using the BLUE proxy, you do not need to do anything further and we thank you for your support.

If you have yet to vote or want to change your vote, you are encouraged to vote using only the BLUE proxy. Please disregard any other proxies you receive. If you have already submitted a proxy solicited by Management, you may still change your vote and protect your economic interests by voting your BLUE proxy today. The later dated proxy will supersede any earlier proxy submitted.

Need help voting? Please contact Laurel Hill Advisory Group as noted below.

QUESTIONS/ VOTING/ TENDERING ASSISTANCE

Shareholders who have questions or require voting or tendering assistance, may contact our communications advisor, proxy solicitation agent, information agent and depositary, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at assistance@laurelhill.com.

NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED) AND RELATED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE. THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.

ADDITIONAL DISCLOSURE

Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent.

Based upon publicly available information, Calfrac's registered office is at 4500, 855-2^nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8^th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.

Wilks and Dan and Staci Wilks together hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management information circular dated August 17, 2020. that there are 145,616,827 Common Shares outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information in this Press Release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives of Wilks as they relate to Calfrac. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions.

Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to: the intention of Wilks to make a formal take-over bid for the shares of Calfrac and the results of such bid; that required regulatory approvals will be obtained on terms satisfactory to Wilks; the reaction of Calfrac's Board and management to the Bid; the response to and outcome of any applications to Courts or regulators relating to the transactions described herein or otherwise that may be made by or against Calfrac or Wilks; the intention of Wilks to apply to securities regulators for discretionary relief from certain statutory requirements applicable to the bid and the results of such application.

Forward-looking information contained in this Press Release reflects current reasonable assumptions, beliefs, opinions and expectations of Wilks regarding future events and operating performance of Calfrac and speaks only as of the date of this  Press Release. Such forward-looking information is based on currently publicly available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calfrac, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Calfrac's actual results, performance or achievements to vary from those expressed or inferred herein, including, without limitation, the success of the proposed Wilks Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the Wilks' Premium Offer, the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; the financial markets in general; price volatility; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the hydraulic fracking industry. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Wilks' course of action would depend upon its assessment of the future considering all information then available.

Should any factor affect Calfrac in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the events predicted. All of the forward-looking information reflected in this Press Release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Wilks will be realized or, even if substantially realized, that they will have the expected consequences for Calfrac, Calfrac's shareholders or Wilks. Forward-looking information is provided, and forward-looking statements are made as of the date of this Press Release and except as may be required by applicable law, Wilks disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Nothing herein shall be deemed to be an acknowledgement or acceptance by Wilks that the terms of the amended Management Transaction are legally permissible, appropriate or capable of implementation.

View original content to download multimedia:http://www.prnewswire.com/news-releases/calfrac-shareholders-protect-your-investment-by-voting-against-the-amended-management-transaction-301150856.html

SOURCE Wilks Brothers, LLC.

CISCO, Texas, Oct. 7, 2020 /PRNewswire/ - Wilks Brothers, LLC ("Wilks") is pleased to announce that both leading independent proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis"), have concluded exactly as they did before: Shareholders should VOTE AGAINST the Amended Management Transaction at the special meeting of shareholders of Calfrac Well Services Ltd  ("Calfrac") (TSX: CFW), to be held on October 16, 2020 (the "Meeting").

• Nothing has changed. ISS and Glass Lewis published updates to their voting recommendations for Shareholders and reaffirmed their strong recommendations that Shareholders VOTE AGAINST the Amended Management Transaction;
• ISS and Glass Lewis reports outline the numerous infirmities in the Amended Management Transaction and the serious risks to Calfrac's survival and to shareholders' interests if Calfrac's transaction is approved;
• Not surprisingly, Calfrac has failed to disclose the renewed ISS and Glass Lewis recommendations to its Shareholders; and
• Wilks' amended Premium Offer continues to represent the only direct path to superior value for shareholders.

ISS and Glass Lewis made their independent proxy voting recommendation to vote AGAINST the Amended Management Transaction after carefully reviewing the facts and arguments made by both Calfrac and Wilks, including Calfrac's recent "carrot and stick" approach to threaten its Shareholders into supporting its insider deal, and Wilks' direct response to further improve its Premium Offer and provide Shareholders with up to $0.25 cash per Calfrac Share under the terms of the Premium Offer.

ISS stated the following in recommending that Shareholders vote the BLUE proxy AGAINST the Amended Management Transaction:

"Given that Wilks' debt reduction plan continues to offer superior value to shareholders and its revised premium takeover bid continues to mitigate the risk associated with renewed debtholder negotiations, ISS continues to advise shareholders to use the dissident (blue) proxy card to vote AGAINST the Amended Recapitalization Transaction."

Glass Lewis offered these sage assessments in recommending that Shareholders vote AGAINST the Amended Management Transaction:

"Further, we believe Wilks has pointed out certain factors that call into question Calfrac's ability to adequately address its liquidity and solvency issues under either Recapitalization Transaction proposed by management and the board, and whether the Company's business will recover quickly enough to enable Calfrac to continue as a going concern and avoid CCAA proceedings even if shareholders approve the Amended Recapitalization Transaction."

"Thus, even upon approval and implementation of the Amended Management Transaction, there appears to be a real risk that Calfrac will remain insolvent in the medium term, which would be to the detriment of its remaining security holders, especially any shareholders hoping to realize additional recovery of value through their Calfrac common shares and warrants. The factors discussed above raise significant doubt, in our view, as to if and when the Company will potentially recover to its historical valuation range, as assumed by the board under its valuation analyses of the consideration payable to common shareholders under the Amended Recapitalization Transaction."

"In light of these considerations, we would caution shareholders to discount the potential total value per share (cash, retained shares and warrants) that the Company suggests would be realized by common shareholders if the Company completes the proposed recapitalization transaction, if the Company's business recovers and if its enterprise value returns to historical levels."

"In this regard, we note that the all-cash consideration offered under the Wilks Offer of between C$0.18 and C$0.25 per share is more attractive than the stated value of the cash election under management's recapitalization proposal of C$0.15 per share, as well as the more likely cash value under management's proposal of only C$0.09 to C$0.12 per share, based on expected shareholder elections. While some present value may reasonably be ascribed to any retained Calfrac shares and warrants, the aggregate value reasonably expected to be realized by Calfrac common shareholders under the Amended Recapitalization Transaction likely doesn't exceed the C$0.25 per share offered in the Wilks Offer, in our assessment."

"Turning to the actual availability of the Wilks Offer, we note that, according to the board, there are only two options: the Amended Recapitalization Transaction, or the Original Recapitalization Transaction, the latter of which the Company intends to implement through CCAA proceedings without shareholder approval pursuant to an agreement it reached with the Company's noteholders. If these were truly the only two options for common shareholders, though we wholly object to the board's "carrot and stick" approach in seeming to coerce common shareholders to accept a deal that provides inferior terms to those of insiders and that of an all-cash offer made by another shareholder, we might nevertheless agree that the Amended Recapitalization Transaction appears to be the best that common shareholders were going to get from this board. However, based on our reading of the terms and conditions of the Wilks Offer, and having considered the board's and Dissident's respective arguments on the matter, we believe the Wilks Offer is indeed a viable and realistic alternative for common shareholders to either recapitalization transaction proposed by management."

Another independent analyst, Cormark Securities Inc., stated in a note:

"We are increasing our target from $0.18 to $0.25 to reflect our belief that the new Wilks proposal is materially superior for non-interested shareholders compared to Management's current (amended) recapitalization proposal. We are reiterating our Tender rating on the stock."

We could not have said it any better ourselves.

In the face of rising and increasingly vocal opposition to their Amended Management Transaction, Calfrac will likely continue to put out further press releases in the days ahead attempting to mislead the market and its shareholders on the Wilks' Premium Offer, its terms and core issues of value. Shareholders should ignore them. Calfrac's views and (desperate) positions are simply not supported by the facts or by the independent experts.

The choice, and path forward, for Calfrac Shareholders continues to remain crystal clear: Vote the BLUE Proxy AGAINST the Amended Management Transaction.

Click here for voting instructions or learn more at www.afaircalfrac.com.

The deadline to submit your blue proxy is October 13, 2020 at 11:59 p.m. MST.

If you have already voted AGAINST the Amended Management Transaction using the BLUE proxy, you do not need to do anything further and we thank you for your support.

If you have yet to vote or want to change your vote, you are encouraged to vote using only the BLUE proxy. Please disregard any other proxies you receive. If you have already submitted a proxy solicited by Management, you may still change your vote and protect your economic interests by voting your BLUE proxy today. The later dated proxy will supersede any earlier proxy submitted.

Need help voting? Please contact Laurel Hill Advisory Group as noted below.

QUESTIONS/ VOTING/ TENDERING ASSISTANCE

Shareholders who have questions or require voting or tendering assistance, may contact our communications advisor, proxy solicitation agent, information agent and depositary, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at assistance@laurelhill.com.

NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR (AS THE SAME MAY BE AMENDED OR SUPPLEMENTED) AND RELATED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE. THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.

ADDITIONAL DISCLOSURE

Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent.

Based upon publicly available information, Calfrac's registered office is at 4500, 855-2^nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8^th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.

Wilks and Dan and Staci Wilks together hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management information circular dated August 17, 2020. that there are 145,616,827 Common Shares outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information in this Press Release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives of Wilks as they relate to Calfrac. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions.

Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to: the intention of Wilks to make a formal take-over bid for the shares of Calfrac and the results of such bid; that required regulatory approvals will be obtained on terms satisfactory to Wilks; the reaction of Calfrac's Board and management to the Bid; the response to and outcome of any applications to Courts or regulators relating to the transactions described herein or otherwise that may be made by or against Calfrac or Wilks; the intention of Wilks to apply to securities regulators for discretionary relief from certain statutory requirements applicable to the bid and the results of such application.

Forward-looking information contained in this Press Release reflects current reasonable assumptions, beliefs, opinions and expectations of Wilks regarding future events and operating performance of Calfrac and speaks only as of the date of this  Press Release. Such forward-looking information is based on currently publicly available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calfrac, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Calfrac's actual results, performance or achievements to vary from those expressed or inferred herein, including, without limitation, the success of the proposed Wilks Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the Wilks' Premium Offer, the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; the financial markets in general; price volatility; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the hydraulic fracking industry. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Wilks' course of action would depend upon its assessment of the future considering all information then available.

Should any factor affect Calfrac in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the events predicted. All of the forward-looking information reflected in this Press Release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Wilks will be realized or, even if substantially realized, that they will have the expected consequences for Calfrac, Calfrac's shareholders or Wilks. Forward-looking information is provided, and forward-looking statements are made as of the date of this Press Release and except as may be required by applicable law, Wilks disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Nothing herein shall be deemed to be an acknowledgement or acceptance by Wilks that the terms of the amended Management Transaction are legally permissible, appropriate or capable of implementation.

View original content to download multimedia:http://www.prnewswire.com/news-releases/calfrac-shareholders-both-iss-and-glass-lewis-have-reaffirmed-recommendations-to-vote-against-the-amended-management-transaction-301147582.html

SOURCE Wilks Brothers, LLC.

CISCO, TX, Sept. 29, 2020 /PRNewswire/ - Wilks Brothers LLC ("Wilks") is pleased to announce that earlier today it posted a detailed presentation and analysis (the "Comparative Analysis") of the "Amended" Management Transaction proposed by Calfrac Well Services Ltd. ("Calfrac" or the "Company" TSX:CFW) to the website www.afaircalfrac.com.

The Comparative Analysis convincingly demonstrates, using a variety of metrics, how each of the two proposals that have been made by Wilks, the Premium Offer and the Superior Alternative Proposal remain superior to the Amended Management Transaction.

The Comparative Analysis also sets out a side by side comparison of the treatment of each of Calfrac's stakeholder classes under the Wilks proposals and the Calfrac Amended Management Transaction.  The comparison shows, in striking terms, the numerous ways in which the entrenched board and Management of Calfrac has failed to develop a transaction structure that delivers maximum value to all of Calfrac's stakeholder classes.

The Comparative Analysis also sets the record straight on Calfrac's misstatements to the market concerning the Wilks' Premium Offer and graphically illustrates Calfrac's impending debt crisis highlighting that if the Management Transaction is implemented, Calfrac's annual debt service requirements for 2021 will exceed the consensus EBITDA for 2021.  Under the Amended Management Transaction, Calfrac will remain insolvent – to the detriment of its remaining security holders.

All Calfrac Shareholders should review the Comparative Analysis to get an accurate perspective on the alternatives available to them. When they do, their course of action will be clear, as it always has been: Vote AGAINST the Amended Management Transaction.

Calfrac Shareholders:  The only path to protect your interests today is by voting AGAINST the Management Transaction. Vote the BLUE Proxy AGAINST the Management Transaction.

Click here for voting instructions or learn more at www.afaircalfrac.com.

The deadline to submit your blue proxy is October 13, 2020 at 11:59 p.m. MST.

If you have already voted AGAINST the Management Transaction using the BLUE proxy, you do not need to do anything further and we thank you for your support.

If you have yet to vote or want to change your vote, you are encouraged to vote using only the BLUE proxy. Please disregard any other proxies you receive. If you have already submitted a proxy solicited by Management, you may still change your vote and protect your economic interests by voting your BLUE proxy today. The later dated proxy will supersede any earlier proxy submitted.

Need help voting? Please contact Laurel Hill Advisory Group as noted below.

QUESTIONS/ VOTING/ TENDERING ASSISTANCE

Shareholders who have questions or require voting or tendering assistance, may contact our communications advisor, proxy solicitation agent, information agent and depositary, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at assistance@laurelhill.com.

NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR AND RELATED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE. THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.

ADDITIONAL DISCLOSURE

Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent.

Based upon publicly available information, Calfrac's registered office is at 4500, 855-2^nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8^th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.

Wilks and Dan and Staci Wilks together hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management information circular dated August 17, 2020. that there are 145,616,827 Common Shares outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information in this Press Release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives of Wilks as they relate to Calfrac. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions.

Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to: the intention of Wilks to make a formal take-over bid for the shares of Calfrac and the results of such bid; that required regulatory approvals will be obtained on terms satisfactory to Wilks; the reaction of Calfrac's Board and management to the Bid; the response to and outcome of any applications to Courts or regulators relating to the transactions described herein or otherwise that may be made by or against Calfrac or Wilks; the intention of Wilks to apply to securities regulators for discretionary relief from certain statutory requirements applicable to the bid and the results of such application.

Forward-looking information contained in this Press Release reflects current reasonable assumptions, beliefs, opinions and expectations of Wilks regarding future events and operating performance of Calfrac and speaks only as of the date of this  Press Release. Such forward-looking information is based on currently publicly available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calfrac, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Calfrac's actual results, performance or achievements to vary from those expressed or inferred herein, including, without limitation, the success of the proposed Wilks' Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the Wilks' Premium Offer, the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; the financial markets in general; price volatility; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the hydraulic fracking industry. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Wilks' course of action would depend upon its assessment of the future considering all information then available.

Should any factor affect Calfrac in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the events predicted. All of the forward-looking information reflected in this Press Release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Wilks will be realized or, even if substantially realized, that they will have the expected consequences for Calfrac, Calfrac's shareholders or Wilks. Forward-looking information is provided, and forward-looking statements are made as of the date of this Press Release and except as may be required by applicable law, Wilks disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Nothing herein shall be deemed to be an acknowledgement or acceptance by Wilks that the terms of the amended Management Transaction are legally permissible, appropriate or capable of implementation.

View original content to download multimedia:http://www.prnewswire.com/news-releases/analysis-shows-calfrac-management-transaction-fails-on-all-metrics-wilks-premium-ofers-remains-the-superior-option-301139494.html

SOURCE Wilks Brothers, LLC.

CISCO, TX, Sept. 28, 2020 /PRNewswire/ - In response to the press release issued by Calfrac Well Services Ltd. ("Calfrac") (TSX: CFW) this morning, Wilks Brothers, LLC ("Wilks") offers ten key points for shareholders to keep in mind when considering Calfrac's Amended Management Transaction and Wilks' Premium Offer.

1. Actions Speak Louder Than Words. Forced by Wilks' actions to amend the Management Transaction, Calfrac has admitted that shareholders were in fact entitled to much more value than they were being offered in the first iteration of the transaction; value that Calfrac insiders and a self-selected group of unsecured creditors attempted to appropriate for themselves. Shame on them.
   
   
2. Cash is King and Gimmick - Free.  Wilks' Premium Offer of $0.18 cash per Calfrac Share still provides shareholders with the highest and best value for their shares when compared with the amended Management Transaction.  Calfrac had an opportunity to amend their Management Transaction and beat Wilks' Premium Offer.  That task was simple. Their failure to do so speaks volumes. The amended Management Transaction offers a convoluted option to shareholders that is shackled by gimmicks and hard caps, which results in no more than $0.12 in cash per Calfrac Share, and pales in comparison to the $0.18 in cash per Calfrac Share that will paid directly to Shareholders by Wilks under the Wilks' Premium Offer. The advertised $0.15 per share under the amended Management Transaction will likely never happen.
   
   
3. The Power Rests with the Shareholders.  The Wilks' Premium Offer option has wrestled the power back into Shareholders' hands to decide their own fate.  A direct path to a premium recovery requires that Shareholders vote down the amended Management Transaction and that the CBCA Court denies approval of the transaction at the final order hearing. A subsequent CCAA filing by Calfrac will not affect the Wilks' Premium Offer.  To be clear, in order to remove any doubt as to the availability of the value offered by the Wilks' Premium Offer to shareholders, if the Management Transaction is not approved by shareholders and the CBCA Court denies approval of the transaction at the final order hearing, Wilks confirms that it will waive its condition that the Management Transaction be terminated.
   
   
4. Follow the Yellow Brick Road. The Wilks' Premium Offer is the ONLY transaction that offers a premium recovery to Shareholders AND is actionable.  The Wilks' Premium Offer does NOT require approval by Calfrac, its creditors or the Court.  The Wilks' Premium Offer is made directly to Shareholders and is a contract between Wilks and Shareholders.
   
   
5. Hope is Not a Strategy.  No amount of Calfrac chest thumping will change the fact that the Amended Management Transaction will likely never be implemented.  As structured, the transaction is conditional, and requires the consent of Second Lien Lenders, which will not be provided.  Any attempt to side-step this requirement will be the subject of extensive litigation in the Courts. In addition, the Amended Management Transaction requires final Court approval, costly amendments and waivers from the first lien lenders (which have not yet been agreed to) and is also subject to a lengthy list of additional conditions precedent.  Even if somehow the amended Management Transaction was implemented, the history of similar CBCA arrangements is not good: many have ended up in CCAA protection within months of completion, wiping out any remaining shareholder value. Mr. Mathison apparently thinks hope is a strategy telling the Globe and Mail on September 24, 2020 "you have to be a little bit of an optimist and hope that things improve in the industry". By contrast, the clearer path for Shareholders to a guaranteed recovery, entirely outside of the risks of the Court process, is the Wilks' Premium Offer.
   
   
6. Clear and Present Danger. Both independent proxy advisory firms, Institutional Shareholder Services, Inc. and Glass Lewis & Co. have recommended that shareholders vote AGAINST the Management Transaction. Notably, immediately following the announcement of the Amended Management Transaction, analysts at Cormark Securities Inc. were quick to point out that the Amended Management Transaction continues to fall short of the value offered by Wilks and that "…with our expectation that pressure pumping will take several years to recover, we would expect Calfrac to enter into CCAA within 12-18 months should the management offer succeed."  The experts have spoken, the amended Management Transaction is a bad deal for Calfrac and its stakeholders.
   
   
7. Management Gets the Gold Mine. Shareholders get the Shaft. One of the matters that shareholders are being asked to vote on at the postponed meeting is a new "Omnibus Incentive Plan", a comprehensive suite of management incentives, which will replace the out-of-the-money incentives they have been granted and currently hold. So, in effect, management is asking to be rewarded for bringing the company to the verge of bankruptcy and massively diluting its loyal shareholder base.  This demonstrates an absolute disregard for shareholders' interests.
   
   
8. Options Create Value.  Calfrac is disingenuous in stating that the amended Management Transaction is the only transaction available. This is not a Hobson's choice.  The Wilks' Premium Offer creates options and the great thing about options is that they create value (See point 1). Calfrac can bury its head in the sand and pretend the Wilks' Premium Offer does not exist, but Calfrac cannot deny Shareholders the opportunity to earn the greatest premium on their investment.
   
   
9. Shareholders Will Not be Threatened into Submission. Calfrac has now embarked on a direct campaign of attempting to threaten its shareholders with a CCAA filing and the promise of reduced recoveries if the amended Management Transaction is not approved in the CBCA process. This coercion will not work because a CCAA filing does not change the fact that the availability of the Wilks' Premium Offer does not depend on what Calfrac says or does next.
   
   
10. This is Not a War. This is a Rescue Mission. What has been obscured by Calfrac's rhetoric and the flurry of litigation is that this is a debate about value, fairness and the best way to restructure Calfrac so that it can thrive in a highly competitive environment. In an interview with the Globe & Mail on Friday, September 24, 2020, Matt Wilks said that "If he'd [Mr. Mathison] put his guns down then we could do a lot of good for the stakeholders of Calfrac together". Matt Wilks meant it.

Calfrac Shareholders:  The only path to protect your interests today is by voting AGAINST the Management Transaction. Vote the BLUE Proxy AGAINST the Management Transaction.

Click here for voting instructions or learn more at www.afaircalfrac.com.

The deadline to submit your BLUE proxy is October 13, 2020 at 11:59 p.m. MST.

If you have already voted AGAINST the Management Transaction using the BLUE proxy, you do not need to do anything further and we thank you for your support.

If you have yet to vote or want to change your vote, you are encouraged to vote using only the BLUE proxy. Please disregard any other proxies you receive. If you have already submitted a proxy solicited by Management, you may still change your vote and protect your economic interests by voting your BLUE proxy today. The later dated proxy will supersede any earlier proxy submitted.

Need help voting? Please contact Laurel Hill Advisory Group as noted below.

QUESTIONS/ VOTING/ TENDERING ASSISTANCE

Shareholders who have questions or require voting or tendering assistance, may contact our communications advisor, proxy solicitation agent, information agent and depositary, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at assistance@laurelhill.com.

NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR AND RELATED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE. THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.

ADDITIONAL DISCLOSURE

Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent.

Based upon publicly available information, Calfrac's registered office is at 4500, 855-2^nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8^th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.

Wilks and Dan and Staci Wilks together hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management information circular dated August 17, 2020. that there are 145,616,827 Common Shares outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information in this Press Release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives of Wilks as they relate to Calfrac. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions.

Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to: the intention of Wilks to make a formal take-over bid for the shares of Calfrac and the results of such bid; that required regulatory approvals will be obtained on terms satisfactory to Wilks; the reaction of Calfrac's Board and management to the Bid; the response to and outcome of any applications to Courts or regulators relating to the transactions described herein or otherwise that may be made by or against Calfrac or Wilks; the intention of Wilks to apply to securities regulators for discretionary relief from certain statutory requirements applicable to the bid and the results of such application.

Forward-looking information contained in this Press Release reflects current reasonable assumptions, beliefs, opinions and expectations of Wilks regarding future events and operating performance of Calfrac and speaks only as of the date of this  Press Release. Such forward-looking information is based on currently publicly available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calfrac, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Calfrac's actual results, performance or achievements to vary from those expressed or inferred herein, including, without limitation, the success of the proposed Wilks' Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the Wilks' Premium Offer, the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; the financial markets in general; price volatility; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the hydraulic fracking industry. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Wilks' course of action would depend upon its assessment of the future considering all information then available.

Should any factor affect Calfrac in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the events predicted. All of the forward-looking information reflected in this Press Release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Wilks will be realized or, even if substantially realized, that they will have the expected consequences for Calfrac, Calfrac's shareholders or Wilks. Forward-looking information is provided, and forward-looking statements are made as of the date of this Press Release and except as may be required by applicable law, Wilks disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Nothing herein shall be deemed to be an acknowledgement or acceptance by Wilks that the terms of the amended Management Transaction are legally permissible, appropriate or capable of implementation.

View original content to download multimedia:http://www.prnewswire.com/news-releases/calfrac-shareholders-ten-important-things-to-keep-in-mind-301139381.html

SOURCE Wilks Brothers, LLC.

• Amended Management Transaction actually offers shareholders cash consideration of no more than $0.119 per share vs $0.18 per share under the Wilks Premium Offer
• Amended Management Transaction provides shareholders with cash consideration that represents at best a 20% discount to the current market price of Calfrac shares and a 34% discount to the cash consideration available under the Wilks Premium Offer
• Amended Management Transaction is not capable of being implemented under its amended terms without the consent of the second lien lenders, which consent will not be provided
• Wilks' Premium Offer does not require the consent of Calfrac or any of its creditors
• Calfrac's Board failed to protect shareholder value in agreeing to the initial Management Transaction and has failed to do so again
• The Amended Management Transaction changes nothing. The Premium Offer will be available on its terms no matter what actions Calfrac may take or threaten

CISCO, Texas, Sept. 25, 2020 /PRNewswire/ - Wilks Brothers, LLC ("Wilks") acknowledges the press release by Calfrac Well Services Ltd. ("Calfrac" or the "Company") (TSX: CFW) yesterday in which they announced that they have amended the Management Transaction. 

What yesterday's announcement makes crystal clear is that the Board of Calfrac has been forced to concede that the original Management Transaction was fundamentally flawed and undervalued its shareholders' interests in the Company. In effect, the self-selected unsecured creditors and Calfrac insiders who proposed the Management Transaction were attempting to appropriate that value for themselves.  Through Wilks' efforts, and at considerable expense, that value has been pried from their grasp and grudgingly conceded to the long-suffering shareholders of Calfrac. This marks only the first step in ensuring that Calfrac's shareholders receive fair value.

Maybe now Calfrac will stop trying to distract its shareholders with name calling and innuendo regarding Wilks' alleged motives and focus on their fiduciary duty of doing what is best for Calfrac and its stakeholders.  If they do so, they will recognise that even their amended Management Transaction is still not the best alternative for Calfrac or its stakeholders and falls woefully short of the superior value that Wilks has offered through both the Premium Take-Over Bid (the "Premium Offer") and the Superior Alternative Proposal.

There are several aspects of the amended Management Transaction that immediately stand out and deserve attention:

• Calfrac's cash consideration per share is SIGNIFICANTLY LESS than Wilks' Premium Offer of $0.18 per share. The "cash election" is a classic "bait and switch". The cash election is hard capped at an aggregate of $10 million (vs $26 million under the Wilks Premium Offer) and shareholders who are expecting to receive the advertised $0.15 per Calfrac share under the amended Management Transaction will likely never receive that amount. On the basis of the information provided by Calfrac in its materials, shareholders could only receive, at most, cash recovery of between $0.089 to $0.118 per share, depending upon the elections made by those who Calfrac has indicated will not participate and those who Wilks believes are unlikely to participate. Under all scenarios the Wilks Premium Offer provides a far superior recovery to shareholders.
• Low Insider Conversion Price vs High Shareholder Strike Price. The warrants that are being offered to shareholders under the amended Management Transaction have a ($0.05) strike price that is significantly higher than the ($0.027) conversion price that the self-selected group of unsecured creditors and insiders negotiated for themselves under the $60 million "payment in kind" loan transaction.
• Wilks Premium Offer is Straightforward and Delivers Superior, Cash Recovery. Wilks Premium Offer is all in cash, with no caps, pro-rationing or other gimmicks and has certain, present value of $0.18 per share.
• Secured Debt of Calfrac Increases under Amended Management Transaction. The amended Management Transaction would further increase the secured debt of a "restructured" Calfrac by $10 million and annual debt service costs by $1 million. Total secured debt post-restructuring would be $365 million and annual debt service costs would be $32 million. The already high insolvency risk of a restructured Calfrac would increase further, especially as the interest on this new debt is paid in kind.
• Amended Management Transaction is Incapable of being Implemented. The structure of the amended Management Transaction will, in Wilks' view, violate the terms of Calfrac's existing debt instruments and therefore cannot be completed without the consent of the holders of Calfrac's second lien debt. Second lien lenders will not provide this necessary consent, and the transaction is therefore not capable of being completed. Any attempt to implement the transaction will be vigorously contested.
• Wilks' Premium Offer Survives a CCAA Filing by Calfrac. Calfrac has now made its implicit threat of a CCAA filing that provides no recovery to the shareholders, explicit. However, contrary to Calfrac's assertions, Wilks has committed to Calfrac shareholders that the Premium Offer will be available even if Calfrac files for protection under the CCAA. This was clearly stated in the take over bid circular and Calfrac's attempts to mischaracterize the Offer should be ignored. Pursuant to its terms, the value under the Wilks Premium Offer will be available to shareholders in a CCAA restructuring because it will be paid by Wilks directly to shareholders, and not Calfrac. The relative rankings and rights of debt and equity in Calfrac are, therefore, completely irrelevant.
• Calfrac Insiders Continue to be Disproportionately Benefitted. All of the defects in the original Management Transaction relative to the participation of insiders still exist and, remarkably, benefits to insiders are enhanced in the amended Management Transaction. Mr. Mathison (through MATCO) is the only participant whose pro forma share of the equity of the restructured Calfrac actually increases!

Announcement of Amended Management Transaction Accelerates the Premium Offer

Wilks will also now fast track its application for the exemptive relief from the Canadian securities regulators regarding the "Statutory Minimum Condition", should such exemption even be required.  In the current circumstances, Wilks is confident that any such application will be granted and, in any event, it is possible that the waiver of the condition will not be required as Wilks anticipates shareholders will enthusiastically participate in the Premium Offer.

In the coming days Wilks will be providing additional commentary and analysis to the market regarding the amended Management Transaction and will be communicating with shareholders further concerning its Premium Offer. 

The amended Management Transaction does not change anything.  The course of action for Calfrac shareholders remains crystal clear: You should preserve your unobstructed path to a premium recovery by voting AGAINST and defeating the coercive, insider-led Management Transaction.

Click here for voting instructions or learn more at www.afaircalfrac.com.

As Calfrac has postponed the special meeting of shareholders once again, the deadline to submit your BLUE proxies has been extended to October 13, 2020 at 11:59 p.m. MST. If you have already voted AGAINST the Management Transaction using the BLUE proxy, you do not need to do anything further and we thank you for your support.

If you have yet to vote or want to change your vote, you are encouraged to vote using only the BLUE proxy. Please disregard any other proxies you receive. If you have already submitted a proxy solicited by Management, you may still change your vote and protect your economic interests by voting your BLUE proxy today. The later dated proxy will supersede any earlier proxy submitted.

Need help voting? Please contact Laurel Hill Advisory Group as noted below.

QUESTIONS/ VOTING/ TENDERING ASSISTANCE

Shareholders who have questions or require voting or tendering assistance, may contact our communications advisor, proxy solicitation agent, information agent and depositary, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at assistance@laurelhill.com.

NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR AND RELATED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE. THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.

ADDITIONAL DISCLOSURE

Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent.

Based upon publicly available information, Calfrac's registered office is at 4500, 855-2^nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8^th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.

Wilks and Dan and Staci Wilks together hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management information circular dated August 17, 2020. that there are 145,616,827 Common Shares outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information in this Press Release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives of Wilks as they relate to Calfrac. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions.

Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to: the intention of Wilks to make a formal take-over bid for the shares of Calfrac and the results of such bid; that required regulatory approvals will be obtained on terms satisfactory to Wilks; the reaction of Calfrac's Board and management to the Bid; the response to and outcome of any applications to Courts or regulators relating to the transactions described herein or otherwise that may be made by or against Calfrac or Wilks; the intention of Wilks to apply to securities regulators for discretionary relief from certain statutory requirements applicable to the bid and the results of such application.

Forward-looking information contained in this Press Release reflects current reasonable assumptions, beliefs, opinions and expectations of Wilks regarding future events and operating performance of Calfrac and speaks only as of the date of this  Press Release. Such forward-looking information is based on currently publicly available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calfrac, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Calfrac's actual results, performance or achievements to vary from those expressed or inferred herein, including, without limitation, the success of the proposed Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the Premium Offer, the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; the financial markets in general; price volatility; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the hydraulic fracking industry. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Wilks' course of action would depend upon its assessment of the future considering all information then available.

Should any factor affect Calfrac in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the events predicted. All of the forward-looking information reflected in this Press Release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Wilks will be realized or, even if substantially realized, that they will have the expected consequences for Calfrac, Calfrac's shareholders or Wilks. Forward-looking information is provided, and forward-looking statements are made as of the date of this Press Release and except as may be required by applicable law, Wilks disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Nothing herein shall be deemed to be an acknowledgement or acceptance by Wilks that the terms of the amended Management Transaction are legally permissible, appropriate or capable of implementation.

View original content to download multimedia:http://www.prnewswire.com/news-releases/changes-to-calfrac-management-transaction-fall-woefully-short-of-shareholder-recoveries-under-wilks-premium-offer-301138036.html

SOURCE Wilks Brothers, LLC.

CISCO, Texas, Sept. 23, 2020 /PRNewswire/ - It is now well over a week since both ISS and Glass Lewis recommended that Shareholders of Calfrac Well Services Ltd. ("Calfrac") (TSX: CFW) vote AGAINST the Management Transaction, likely causing Calfrac to announce the postponement of the special meeting of its shareholders.  While the shareholder meeting has been rescheduled for September 29, it is not clear, today when the Meeting will actually take place.  Calfrac has not provided any further information to the market and Shareholders have not, for example, been advised as to any deadline for the deposit of proxies for the meeting. 

Notwithstanding Calfrac's wavering, the course of action for Calfrac Shareholders has always been crystal clear: You should preserve your unobstructed path to a premium recovery by voting AGAINST and defeating the coercive, insider-led transaction that has been proposed by the Board and management of Calfrac (the "Management Transaction").

The premium offer to acquire all of Calfrac's shares (the "Offer") made by an affiliate of Wilks Brothers LLC ("Wilks"), in which shareholders can receive $0.18 per share, in cash, is a vastly superior alternative for shareholders to the coercive Management Transaction. It always will be. The Offer provides Shareholders of Calfrac with an unobstructed path to receive a premium-to-market recovery, in cash, if the coercive, insider-led Management Transaction does not proceed.

Either later today or tomorrow, we expect that Calfrac will issue its director's circular setting out the Board's "recommendation" to shareholders in respect of the Offer.  As we have previously stated, we believe that it is inevitable that the Board will recommend that shareholders not accept the Offer, as they tied their hands by providing a self-selected group of Calfrac's unsecured creditors with a veto right over their own decision making on a financially superior transaction.  

Shareholders should not be distracted by what the management and a conflicted Board of Calfrac will predictably say about the Offer or about Wilks.  No matter what they say, the fact remains that they are not offering shareholders a premium to market recovery and Wilks is.

The two leading proxy advisory firms, Institutional Shareholder Services, Inc. and Glass Lewis & Co. unanimously recommend that Shareholders vote AGAINST the Management Transaction. Glass Lewis & Co, in reversing its previous position stated:

"Given the current financial position and prospective performance of Calfrac going forward, we are inclined to suggest that an immediate, all-cash payment at a price representing a premium to Calfrac's unaffected and current share prices -- and a value that is roughly six times greater than the estimated initial value under the Recapitalization Transaction -- may reasonably represent a superior alternative for Calfrac's common shareholders, especially when considering the risk and uncertainty inherent in the Company's business plan and the Recapitalization Transaction". (emphasis added).

It appears that Calfrac knows the Management Transaction is not defensible. In an unprecedented move, it filed an application with the Court of Queens Bench of Alberta on September 22, 2020 seeking to prevent Calfrac from having to provide any documentation that Wilks, a major shareholder of Calfrac had requested and which would be relevant to an assessment of whether the Management Transaction is, as is required by law, "fair and reasonable" and the basis for the so-called "fairness opinions" that were obtained by Calfrac's Board.  In essence, the Board and management of Calfrac are asserting that, notwithstanding their obligation to prove to the Court that the Management Transaction is "fair and reasonable" they have no obligation to provide supporting evidence that can be examined and challenged by the stakeholders whose rights are being affected.   

The Board and Management of Calfrac know that the Management Transaction is in trouble. They are resorting to increasingly oppressive measures to attempt to avoid justifying the conflict riddled transaction to the market and to shareholders.

Wilks intends to provide Shareholders with a further update and additional information, following Calfrac's release of its Directors' circular. Stay tuned.

Click here for voting instructions or learn more at www.afaircalfrac.com.

If you have already voted AGAINST the Management Transaction using the BLUE proxy, you do not need to do anything further and we thank you for your support.

If you have yet to vote or want to change your vote, you are encouraged to vote using only the BLUE proxy. Please disregard any other proxies you receive. If you have already submitted a proxy solicited by Management, you may still change your vote and protect your economic interests by voting your BLUE proxy today. The later dated proxy will supersede any earlier proxy submitted.

Need help voting? Please contact Laurel Hill Advisory Group as noted below.

QUESTIONS/ VOTING/ TENDERING ASSISTANCE

Shareholders who have questions or require voting or tendering assistance, may contact our communications advisor, proxy solicitation agent, information agent and depositary, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at assistance@laurelhill.com.

NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR AND RELATED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE. THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.

ADDITIONAL DISCLOSURE

Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent.

Based upon publicly available information, Calfrac's registered office is at 4500, 855-2^nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8^th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.

Wilks and Dan and Staci Wilks together hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management information circular dated August 17, 2020. that there are 145,616,827 Common Shares outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information in this Press Release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives of Wilks as they relate to Calfrac. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions.

Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to: the intention of Wilks to make a formal take-over bid for the shares of Calfrac and the results of such bid; that required regulatory approvals will be obtained on terms satisfactory to Wilks; the reaction of Calfrac's Board and management to the Bid; the response to and outcome of any applications to Courts or regulators relating to the transactions described herein or otherwise that may be made by or against Calfrac or Wilks; the intention of Wilks to apply to securities regulators for discretionary relief from certain statutory requirements applicable to the bid and the results of such application.

Forward-looking information contained in this Press Release reflects current reasonable assumptions, beliefs, opinions and expectations of Wilks regarding future events and operating performance of Calfrac and speaks only as of the date of this  Press Release. Such forward-looking information is based on currently publicly available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calfrac, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Calfrac's actual results, performance or achievements to vary from those expressed or inferred herein, including, without limitation, the success of the proposed Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the Premium Offer, the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; the financial markets in general; price volatility; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the hydraulic fracking industry. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Wilks' course of action would depend upon its assessment of the future considering all information then available.

Should any factor affect Calfrac in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the events predicted. All of the forward-looking information reflected in this Press Release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Wilks will be realized or, even if substantially realized, that they will have the expected consequences for Calfrac, Calfrac's shareholders or Wilks. Forward-looking information is provided, and forward-looking statements are made as of the date of this Press Release and except as may be required by applicable law, Wilks disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Nothing herein shall be deemed to be an acknowledgement or acceptance by Wilks that the terms of the Management Transaction are legally permissible, appropriate or capable of implementation.

View original content to download multimedia:http://www.prnewswire.com/news-releases/calfrac---let-your-shareholders-voices-be-heard-301137054.html

SOURCE Wilks Brothers, LLC.

CISCO, Texas, Sept. 15, 2020 /PRNewswire/ - Something has changed.

Calfrac Well Services Ltd.'s ("Calfrac") (TSX: CFW) announcement yesterday that they are postponing the Shareholders meeting that was to take place this Thursday, September 17, is confirmation that Shareholders do not support the coercive Management Transaction.  Calfrac's Board and management are now playing for time in the face of mounting opposition and broad recognition in the market and by leading analysts and advisory firms that the Management Transaction is not good for Calfrac or for its Shareholders.

While Calfrac can delay the inevitable, it is clear that Shareholders have recognised that the Management Transaction is the Worst of the three possible outcomes presented to them and they will vote accordingly.

Under the Management Transaction, Shareholders suffer immediate, massive and continuing dilution, and will retain only a small stake in an over-levered and cash-starved company which has no clear path to success and is likely headed towards a further restructuring that will completely eliminate shareholder value. This is true for all Shareholders except the Company's Chairman, Mr. Ron Mathison, who will retain his value as the only shareholder allowed to participate in the offering for the 1.5 Lien Notes.

In contrast to the Shareholders' fate, if the Management Transaction proceeds a self-selected group of unsecured creditors will reap the benefits of the "payment in kind" financing that is part of the Management Transaction. That self-selected group will also benefit from the payment of a $1.5 million "Commitment Fee"; part of an estimated $19 million in expenses that Calfrac will incur in implementing the Management Transaction.

A Better outcome for Shareholders is the Premium Offer made by an affiliate of Wilks Brothers LLC ("Wilks") on September 9, 2020. The Premium Offer delivers a premium recovery of $0.18 per Calfrac Share, in cash, provided that the Management Transaction is not approved at the (now postponed) Shareholders Meeting.

The Best outcome for all stakeholders is the Wilks Superior Alternative Proposal, delivered to Calfrac on August 4, 2020 and summarily rejected by Calfrac's Board and Special Committee shortly thereafter.

The fact is that the Board of Calfrac has failed to protect the interests of Shareholders. The Board agreed with a self-selected group of Calfrac's unsecured noteholders that they would have a veto right over Calfrac's ability to advance any financially superior transaction. In doing so, it foreclosed any possibility that Calfrac could pursue an alternative transaction (including the Alternative Superior Proposal) through a CBCA plan of arrangement that delivers superior value to all stakeholders.

Calfrac's "Review" of the Premium Offer is Pre-Ordained and Merely a Delay Tactic

The Premium Offer is conditioned on Shareholders voting against the Management Transaction.  A recommendation by the Board to accept the Premium Offer would be the same as directing Shareholders to vote against the Management Transaction. So, when Calfrac says that it will provide Shareholders its recommendations on the Premium Offer by "…consider[ing] the ability of the proposed Wilks Brothers LLC unsolicited offer to be completed on its terms without the support of Calfrac's unsecured noteholders…" it is messaging that the result of the "review" of the Premium Offer by the Special Committee and the Board is pre-ordained.

The Special Committee and Board are contractually required to recommend against acceptance of the Premium Offer unless more than 2/3 of the unsecured noteholders give them permission to do otherwise – meaning they cannot evaluate the Premium Offer solely on its merits. The so-called "review" is a complete façade, and is designed only to provide the Board with more time to try and convince shareholders to vote against their own economic interests.

As we have said in the past, the purpose of the Premium Offer is to deliver the value to Shareholders that Calfrac and its immobilized Board cannot, and without regard to the views of the unsecured noteholders.  Ideally, Wilks would like to see a restructuring of Calfrac through the Alternative Superior Proposal that delivers superior value to all stakeholders and results in a de-levered and financially sound company that will be positioned to be a strong participant in the coming consolidation of the oilfield services industry. So far, that does not seem possible, so Wilks has elected to protect Calfrac's shareholders directly.

The choice for Shareholders is clear. Vote the BLUE proxy today AGAINST the Management Transaction to preserve your ability to receive a premium recovery.

The proxy deadline for the BLUE proxy will be extended.  We will communicate further details once Calfrac confirms their new proxy deadline.

Click here for voting instructions.

If you have already voted AGAINST the Management Transaction using the BLUE proxy, you do not need to do anything further and we thank you for your support.

If you have yet to vote or want to change your vote, you are encouraged to vote using only the BLUE proxy. Please disregard any other proxies you receive. If you have already submitted a proxy solicited by Management, you may still change your vote and protect your economic interests by voting your BLUE proxy today. The later dated proxy will supersede any earlier proxy submitted.

Need help voting? Please contact Laurel Hill Advisory Group as noted below.

QUESTIONS/ VOTING/ TENDERING ASSISTANCE

Shareholders who have questions or require voting or tendering assistance, may contact our communications advisor, proxy solicitation agent, information agent and depositary, Laurel Hill Advisory Group, by phone, toll-free at 1-877-452-7184 (North America) or +1-416-304-0211 (outside North America) or by e-mail at assistance@laurelhill.com.

NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF THE OFFER OR AN INVITATION TO PURCHASE, OTHERWISE DISPOSE OF OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITY. WILKS HAS FILED A TAKE-OVER BID CIRCULAR AND RELATED MATERIALS WITH VARIOUS SECURITIES COMMISSIONS IN CANADA PURSUANT TO WHICH THE OFFER IS MADE. THE TAKE-OVER BID CIRCULAR CONTAINS IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY CALFRAC SHAREHOLDERS AND OTHERS TO WHOM THE OFFER IS ADDRESSED. CALFRAC SHAREHOLDERS (AND OTHERS) WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE OFFER TO PURCHASE, TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, WILKS MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.

ADDITIONAL DISCLOSURE

Wilks is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations and exemptive relief provided by the Alberta Securities Commission in an Order dated August 4, 2020 (the "Order") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations. This solicitation is being made by Wilks, and not by or on behalf of the management of Calfrac. Wilks has engaged Laurel Hill Advisory Group to act as our communications advisor and proxy solicitation agent.

Based upon publicly available information, Calfrac's registered office is at 4500, 855-2^nd Street S.W. Calgary, Alberta, Canada, T2P 4K7, and its head office is at 411-8^th Avenue S.W. Calgary, Alberta, Canada, T2P 1E3. Wilks is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws (including the Order), conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person. All costs incurred for the solicitation will be borne by Wilks.

Wilks and Dan and Staci Wilks together hold 28,720,172 Common Shares, representing approximately 19.78% of the issued and outstanding Common Shares of Calfrac on the basis of Calfrac's disclosure in its management information circular dated August 17, 2020. that there are 145,616,827 Common Shares outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain information in this Press Release may constitute "forward-looking information", as such term is defined in applicable Canadian securities legislation, about the objectives of Wilks as they relate to Calfrac. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions.

Material factors or assumptions that were applied in providing forward-looking information include, but are not limited to: the intention of Wilks to make a formal take-over bid for the shares of Calfrac and the results of such bid; that required regulatory approvals will be obtained on terms satisfactory to Wilks; the reaction of Calfrac's Board and management to the Bid; the response to and outcome of any applications to Courts or regulators relating to the transactions described herein or otherwise that may be made by or against Calfrac or Wilks; the intention of Wilks to apply to securities regulators for discretionary relief from certain statutory requirements applicable to the bid and the results of such application.

Forward-looking information contained in this Press Release reflects current reasonable assumptions, beliefs, opinions and expectations of Wilks regarding future events and operating performance of Calfrac and speaks only as of the date of this  Press Release. Such forward-looking information is based on currently publicly available competitive, financial and economic data and operating plans and is subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Calfrac, or general industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Many other factors could also cause Calfrac's actual results, performance or achievements to vary from those expressed or inferred herein, including, without limitation, the success of the proposed Premium Offer, the reaction of the market and Calfrac's shareholders, creditors and customers to the Premium Offer, the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; the financial markets in general; price volatility; interest rate and exchange rate fluctuations; general economic conditions and other risks involved in the hydraulic fracking industry. The impact of any one factor on a particular piece of forward-looking information is not determinable with certainty as such factors are interdependent upon other factors, and Wilks' course of action would depend upon its assessment of the future considering all information then available.

Should any factor affect Calfrac in an unexpected manner, or should any assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the events predicted. All of the forward-looking information reflected in this Press Release is qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by Wilks will be realized or, even if substantially realized, that they will have the expected consequences for Calfrac, Calfrac's shareholders or Wilks. Forward-looking information is provided, and forward-looking statements are made as of the date of this Press Release and except as may be required by applicable law, Wilks disclaims any intention and assumes no obligation to publicly update or revise such forward-looking information or forward-looking statements whether as a result of new information, future events or otherwise. Nothing herein shall be deemed to be an acknowledgement or acceptance by Wilks that the terms of the Management Transaction are legally permissible, appropriate or capable of implementation.

Webpage: www.afaircalfrac.com

Twitter: @aFairCalfrac

View original content to download multimedia:http://www.prnewswire.com/news-releases/calfrac-cannot-run-from-its-independent-shareholders-who-deserve-a-premium-recovery-delaying-their-meeting-only-delays-the-inevitable-301130718.html

SOURCE Wilks Brothers, LLC.