Newalta Securityholders and Tervita Shareholders Vote in Favour of Merger at Respective Annual and Special Meetings

CALGARY, April 30, 2018 /PRNewswire/ – Newalta Corporation (“Newalta”) (TSX:NAL) and Tervita Corporation (“Tervita”) are pleased to announce that the securityholders of Newalta and the shareholders of Tervita have overwhelmingly voted in favour of the plan of arrangement (the “Arrangement”) under the Business Corporations Act (Alberta) pursuant to which, among other things, Newalta and Tervita will amalgamate, creating a leading energy-focused waste and environmental services company in Canada.

In response to the vote results, John Barkhouse, President and Chief Executive Officer of Newalta stated: “We thank shareholders from both companies for their overwhelming support. We remain confident the combined company will realize significant synergies and unlock growth opportunities.”

John Cooper, Tervita’s President & Chief Executive Officer, said: “We are very pleased that shareholders have voted resoundingly in favour of this transaction. More than ever, we believe that the combination will create value for all stakeholders.”

The resolution in respect of the Arrangement was approved by 99.83% of the votes cast by securityholders of Newalta who voted on the Arrangement, voting together as a single class.  All other resolutions put forth at the meeting of securityholders of Newalta provided for in the joint information circular and proxy statement of Newalta and Tervita dated March 23, 2018 (the “Joint Circular”) were duly passed by the shareholders of Newalta, including the election of all nine of management’s director nominees. 

The resolution in respect of the Arrangement was approved by 100% of the votes cast by shareholders of Tervita who voted on the Arrangement, voting together as a single class.  All other resolutions put forth at the meeting of Tervita shareholders provided for in the Joint Circular were duly passed by Tervita shareholders. 

Upon completion of the Arrangement, the board of directors of the amalgamated company (“New Tervita”) will be comprised of the following ten members: the current six independent directors of Tervita, Grant Billing (Chairman), Allen Hagerman, Jay Thornton, Cameron Kramer, Douglas Ramsay, Kevin Walbridge; John Cooper (President & CEO of New Tervita); two current independent directors of Newalta, Gordon Pridham and Susan Riddell Rose; and Michael Colodner from Solus Alternative Asset Management LP (Tervita’s largest shareholder).

Completion of the Arrangement is subject to various closing conditions, including receipt of approval under the Competition Act (Canada) and receipt of a final order by the Alberta Court of Queen’s Bench (the “Court”).  The application for approval of the Court, originally scheduled for May 1, 2018, will now be heard on June 26, 2018 or as soon thereafter as the Court may advise.  Tervita has applied to list the common shares and warrants of New Tervita on the Toronto Stock Exchange (the “TSX”).  Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved New Tervita’s listing application and there is no assurance that the TSX will approve the listing application.  Newalta and Tervita are diligently working together toward completion of the required approval under the Competition Act (Canada).  The Arrangement is currently expected to close late in the second quarter of 2018 or early in the third quarter of 2018.  

About Newalta

Newalta is a leading provider of innovative engineered environmental solutions that enable customers to reduce disposal, enhance recycling and recover valuable resources from oil and gas exploration and production waste streams. We simplify the critical challenges of sustainable environmental practices through the use of advanced processing capabilities deployed through a differentiated business model. We serve customers onsite directly at their operations and through a network of locations throughout North America. Our proven processes and excellent record of safety make us the first-choice provider of sustainability-enhancing services for oil and gas customers. With a highly skilled team of people, a two-decade track record of innovation and a commitment to commercializing new solutions, Newalta is positioned for sustained future growth and improvement. We are Sustainability Simplified™. Newalta trades on the TSX as NAL. For more information, visit www.newalta.com.

About Tervita

Tervita is a leading environmental solutions provider. Our integrated earth, water, waste and resource solutions deliver safe and efficient results through all phases of a project by minimizing impact, maximizing returns™. Our dedicated employees are trusted sustainability partners to oil and gas, construction, mining, government and communities. Safety is our highest priority – it influences our actions and shapes our culture. For more information visit www.tervita.com.

Forward-Looking Information 

Certain statements contained in this news release constitute “forward-looking information” as defined under applicable securities laws. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, “potential”, “strategy”, “target” and similar expressions, as they relate to Newalta, Tervita, New Tervita or their respective management, are intended to identify forward-looking information. In particular, forward-looking information included in this news release includes information with respect to: matters related to the satisfaction of conditions to completion of the Arrangement and implementation thereof, including the anticipated hearing date of the final order by the Court and the anticipated timing of closing of the Arrangement; the expected board of New Tervita; anticipated synergies, growth opportunities, operating results, financing flexibility, leadership team and number of customers; and anticipated regulatory approvals required under the Arrangement, including approval under the Competition Act (Canada) and conditional listing approval of the TSX.

Such forward-looking information reflects the current views of Newalta and Tervita with respect to future events and are based on certain key expectations and assumptions made by Newalta and Tervita. Completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature. Assumptions have been made with respect to the satisfaction of all conditions precedent under the Arrangement. Although Newalta and Tervita believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information as neither Newalta nor Tervita can give any assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks in respect of the Arrangement. These include, but are not limited to: the failure to satisfy any of the conditions to completion of the Arrangement; the failure to obtain all required Court, regulatory and third-party approvals, including, without limitation, the required approval under the Competition Act (Canada) and conditional listing approval of the TSX; the failure of Tervita to obtain the required financing required pursuant to the Arrangement; the failure to realize anticipated benefits and other synergies; risks regarding the integration of Newalta and Tervita; and the incorrect assessment of the value of Tervita and/or Newalta. In addition, general factors and risks include, but are not limited to: the strength of the oil and gas industry, including drilling activity; general market conditions; fluctuations in commodity prices for oil and the prices Newalta and Tervita receive, and New Tervita will receive, for their recovered oil; fluctuations in interest rates and exchange rates; financial covenants in debt agreements that may be restrictive; the effectiveness of Newalta’s, Tervita’s and New Tervita’s cash flow management activities and cost rationalization initiatives; Newalta’s, Tervita’s and New Tervita’s ability to secure future capital to support and develop their respective businesses or combined business following completion of the Arrangement; Newalta’s, Tervita’s and New Tervita’s ability to secure alternative financing, if needed, at all or on terms acceptable to Newalta, Tervita or New Tervita, as applicable, and consistent with their respective capital structure objectives; the highly regulated nature of the environmental services and waste management business in which Newalta and Tervita operate and New Tervita expects to operate; the competitive environment of Newalta’s, Tervita’s and New Tervita’s industry in Canada and the United States; dependence on Newalta’s, Tervita’s and New Tervita’s applicable senior management teams and other operations management personnel with waste industry experience; potential operational and safety risks and hazards, obtaining insurance for such risks and hazards on reasonable financial terms and potential failure of meeting customer safety standards; the seasonal nature of Newalta’s, Tervita’s and New Tervita’s operations; timing and term of contracts for Newalta’s, Tervita’s and New Tervita’s services; risk of pending and future legal proceedings; risk to Newalta’s, Tervita’s and New Tervita’s reputation as a result of the Arrangement or otherwise; Newalta’s, Tervita’s and New Tervita’s ability to attract, retain and integrate skilled employees; open access for new industry entrants and the general unprotected nature of technology used in the waste industry; costs associated with operating Newalta’s, Tervita’s and New Tervita’s landfills; and such other risks or factors described from time to time in reports Newalta files and New Tervita will file with securities regulatory authorities.

Additional information on these and other factors that could affect Newalta’s operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not occur. Many other factors could also cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking information and readers are cautioned that the foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Furthermore, the forward-looking information contained in this news release is made as of the date of this document and, in each case, is expressly qualified by this cautionary statement. Unless otherwise required by law, neither Newalta nor Tervita intend, or assume any obligation, to update any such forward-looking information.

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SOURCE Newalta Corporation

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