Secure Energy Services Inc. (TSX:SES) entered into a non-binding term sheet to acquire Tervita Corporation (TSX:TEV) from Solus Alternative Asset Management L.P. and others for approximately CAD 490 million on February 20, 2021. Secure Energy Services Inc. entered into an agreement to acquire Tervita Corporation from Solus Alternative Asset Management L.P. and others for approximately CAD 490 million on March 8, 2021. SECURE will acquire all of the issued and outstanding common shares of Tervita (the "Tervita Shares") on the basis of 1.2757 common shares of SECURE (the "SECURE Shares") for each outstanding Tervita Share (the "Transaction"). The combined company will operate as SECURE and remain listed on the Toronto Stock Exchange ("TSX") as TSX: SES. Upon completion of the transaction, SECURE and Tervita shareholders will own approximately 52% and 48%, respectively, of the combined company. In conjunction with the Transaction, SECURE has entered into a binding agreement with ATB Financial (as administrative agent), National Bank of Canada, Toronto-Dominion Bank, Canadian Imperial Bank of Commerce, and Bank of Montreal, collectively acting as co-lead arrangers and joint bookrunners, to provide the combined company with committed financing by way of a CAD 725 million three-year credit facility available at closing of the Transaction (the "Credit Facility"). The Credit Facility will be utilized to replace and repay SECURE's existing first and second lien credit facilities and Tervita's first lien credit facilities. Tervita's second lien notes will remain outstanding and enable capital structure optimization while maintaining adequate liquidity. The agreement provides for a termination fee of CAD 20 million payable by either Tervita or Secure as per certain scenarios listed in the agreement. Rene Amirault will serve as Chief Executive Officer, John Cooper will support the transition as Chief Integration Officer, Chad Magus will serve as Chief Financial Officer, and Allen Gransch as Chief Operating Officer of the combined company. The Board of Directors will consist of eight members, with equal representation from the existing SECURE and Tervita Board of Directors. Grant Billing, current Chairman of Tervita, will be Chairman of the combined company. Rene Amirault will also serve on the Board of Directors of the combined company. The transaction is subject to approval from 66.67% of Tervita shareholders, simple majority from SECURE shareholders, approval by the TSX and the Alberta Court of Queen's Bench, requisite approvals under the Competition Act, entering into of the Credit Facility by SECURE and its syndicate of lenders, as well as Tervita obtaining from the holders, senior second lien secured notes due 2025, all required third party consents and approvals in respect of the transactions, the TSX shall have conditionally approved the listing of the SECURE Common Shares issuable pursuant to the transaction and the aggregate number of Tervita Common Shares with respect to which Tervita Dissent Rights have been validly exercised and not withdrawn shall not exceed 5% of the outstanding Tervita Common Shares. A meeting of shareholders of Secure Energy Services and Tervita Corporation will be held on June 15, 2021. The Board of Directors of each of SECURE and Tervita have unanimously approved the Arrangement Agreement and support the Transaction. As of June 15, 2021, SECURE shareholders and Tervita shareholders have approved the transaction. As on June 18, 2021, transaction received final order from the Court of Queen's Bench of Alberta. As of June 29, 2021, Commissioner of Competition made an application in respect of the proposed merger between SECURE and Tervita, SECURE and Tervita have reviewed the application and will continue to work cooperatively with the Competition Bureau and the Competition Tribunal to resolve any concerns relating to the Transaction, which they believe relate to certain waste disposal assets. The statutory waiting period expires on June 30, 2021. Expected to be immediately accretive to cash flow from operations and discretionary free cash flow per share for all shareholders of the combined company. Peters & Co. Limited and BMO Nesbitt Burns are acting as financial advisors and fairness opinion providers to SECURE. Colin Perry and John Piasta of Bennett Jones LLP and Blake, Cassels & Graydon LLP (Competition) are acting as SECURE's legal advisors. CIBC Capital Markets and TD Securities Inc. are acting as financial advisors to Tervita. TD Securities also provided opinion to the board of Tervita. Kirk Litvenenko of Norton Rose Fulbright Canada LLP is acting as Tervita's legal advisors. Barclays acted as financial advisor to Tervita Corporation.

Secure Energy Services Inc. (TSX:SES) completed the acquisition of Tervita Corporation (TSX:TEV) from Solus Alternative Asset Management L.P. and others on July 2, 2021. In accordance with the Transaction, all 39,860,270 Tervita Shares beneficially owned by the Solus Funds, and over which Solus exercised control or direction, were exchanged for an aggregate of 50,849,746 Secure Shares. Pursuant to the Transaction, the 26,040 options to purchase Tervita Shares held by Solus were surrendered to Tervita and the 97,740 deferred share units of Tervita held by Solus were adjusted by the Exchange Ratio and remain outstanding and redeemable into 124,691 Secure Shares.