CALGARY, June 26, 2018 /PRNewswire/ - Newalta Corporation
("Newalta") (TSX: NAL) and Tervita Corporation ("Tervita"), a private Alberta-based energy-focused waste and environmental services company, are pleased to announce that today
they received the approval of the Court of Queen's Bench of Alberta for the previously announced
plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) pursuant to which, among other things, Newalta and Tervita will amalgamate to form a new
corporation called Tervita Corporation, creating a leading energy-focused waste and environmental services company in
Canada. At the Newalta annual and special meeting of securityholders held on April 30, 2018, the Arrangement was approved by 99.83% of the votes cast by Newalta securityholders who voted
on the Arrangement. At the Tervita annual and special meeting of shareholders held on April 30,
2018 (the "Tervita Meeting"), the Arrangement was approved by 100% of the votes cast by Tervita shareholders who
voted on the Arrangement. In addition, at the Tervita Meeting, Tervita's security-based compensation plans were approved by 100%
of the votes cast by Tervita shareholders who voted on such plans.
Closing of the Arrangement remains subject to closing conditions customary in transactions of this nature, including approval
under the Competition Act (Canada). Newalta and Tervita are diligently working
together toward completion of the approval under the Competition Act (Canada) and the
Arrangement is expected to occur 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, more
than 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.
Advisories
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 and 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 timing of closing of the Arrangement, and
the anticipated receipt of regulatory approvals in respect of the Arrangement or expiry of applicable waiting periods, including
under the Competition Act (Canada).
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 regulatory approvals, including, without limitation, the approval under the Competition Act (Canada); 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; general market conditions; fluctuations in commodity
prices for oil and the prices Newalta and Tervita receive for their recovered oil; fluctuations in interest rates and exchange
rates; financial covenants in debt agreements; the effectiveness of Newalta's and Tervita's cash flow management activities and
cost rationalization initiatives; Newalta's and Tervita's ability to secure alternative financing, if needed, at all or on terms
acceptable to Newalta or Tervita, as applicable, and consistent with their respective capital structure objectives; the
competitive environment of Newalta's and Tervita's industry in Canada and the United States; timing and term of contracts for Newalta's and Tervita's services; risk of pending and
future legal proceedings; and such other risks or factors described from time to time in reports Newalta files 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