G2S2 CAPITAL INC. PROVIDES EARLY WARNING DISCLOSURE FOR INVESTMENT IN CALFRAC WELL SERVICES LTD.

HALIFAX, NS, Dec. 23, 2025 /CNW/ - G2S2 Capital Inc. ("G2S2") announces that it has acquired an aggregate of 6,751,473 common shares ("Common Shares") of Calfrac Well Services Ltd. ("Calfrac") pursuant to the completion on December 22, 2025, of an offering of rights (the "Rights") to purchase Common Shares made to Calfrac's shareholders of record as of November 14, 2025 (the "Rights Offering"). Each Right entitled G2S2 to acquire 0.1514872 of a Common Share at a subscription price of $2.69 per whole Common Share until 5:00 p.m. (Toronto time) on December 19, 2025.

Pursuant to the Rights Offering, G2S2, through its wholly owned subsidiary, Armco Alberta Inc. ("Armco Alberta"), (i) exercised its basic subscription privilege in full and subscribed for 4,358,851 Common Shares pursuant to the exercise of 28,773,729 Rights for an aggregate subscription price of $11,725,310.91, (ii) exercised its additional subscription privilege and subscribed for 225,855 Common Shares pursuant to the exercise of 1,490,918 Rights for an aggregate subscription price of $607,549.95, and (iii) acquired 14,303,305 additional Rights through market purchases at $0.08 per Right and subscribed for 2,166,767 Common Shares pursuant to the exercise of such Rights for an aggregate subscription price of $5,828,603.20. In the aggregate, G2S2 acquired beneficial ownership of, or direction and control over, 6,751,473 Common Shares at the Subscription Price for an aggregate Subscription Price of $18,161,462.37.The number of Common Shares acquired by G2S2 under the Rights Offering reported herein is an estimate and is subject to change, as the number of Common Shares issuable under the additional subscription privilege is subject to pro-rationing.

In connection with the Rights Offering, Mr. George Armoyan, Mr. Charles Pellerin, Mr. Brian Luborsky, Mr. Ronald P. Mathison and EdgePoint Investment Group Inc. (collectively, the "Standby Purchasers") entered into a standby purchase agreement with Calfrac on November 13, 2025, whereby each Standby Purchaser (other than Mr. Ronald P. Mathison) had agreed to, subject to certain terms and conditions, exercise their basic subscription privileges in full and to purchase, whether directly or indirectly through entities controlled by such Standby Purchasers, any Common Shares not subscribed for by other eligible shareholders under the Rights Offering (the "Standby Commitment"). As the Rights Offering was fully subscribed, Calfrac did not utilize the Standby Commitment and G2S2 did not acquire any Common Shares pursuant to the Standby Commitment.

Immediately prior to the completion of the Rights Offering, G2S2 beneficially owned and controlled 28,773,729 Common Shares, representing approximately 33.5% of the issued and outstanding Common Shares. Immediately following the completion of the Rights Offering, G2S2 beneficially owns and controls an aggregate of 35,525,202 Common Shares, representing approximately 35.9% of the 98,900,612 issued and outstanding Common Shares.

The Common Shares were acquired by G2S2 for investment purposes. G2S2 may, from time to time, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over Rights, Common Shares or other securities of Calfrac through market transactions, private agreements, or otherwise.

In accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, G2S2 will file an early warning report regarding this transaction on SEDAR+ (www.sedarplus.ca) under Calfrac's issuer profile. Calfrac's head office is located at Suite 601, 407 - 8th Avenue S.W., Calgary, Alberta, T2P 1E5. G2S2's head office is located at 168 Hobsons Lake Drive, Suite 300, Halifax, Nova Scotia B3S 0G4.

About G2S2

G2S2 Capital Inc. is a privately held investment holding company focused on creating value across a variety of businesses with a long-term horizon. G2S2 is incorporated under the laws of Canada. G2S2 is controlled by George & Simé Armoyan.

SOURCE G2S2 Capital Inc.