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CALGARY, Alberta, Sept. 11, 2017 (GLOBE NEWSWIRE) -- Vier Capital Corp. ('Vier' or the 'Corporation') (TSX-V:VIE.P) is pleased to announce that it has entered into a pre-acquisition agreement dated September 8, 2017 (the ”Pre-Acquisition Agreement”) for the transaction (the “Proposed Transaction”) with Vertex Resource Group Ltd. (“Vertex”), a company incorporated under the Business Corporations Act (Alberta) (the “ABCA”), which was previously announced in the news release of the Corporation dated July 19, 2017. The Proposed Transaction is expected to constitute Vier’s Qualifying Transaction under Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSX Venture Exchange (the “TSXV”), subject to TSXV approval. It is expected that the Resulting Issuer (as defined below) will be involved in the TSXV’s “Industrial” industry segment. A copy of the Pre-Acquisition Agreement will be made available on Vier’s SEDAR profile at www.sedar.com.

About Vertex

Vertex is a private company with a history that dates back to 1976 with the founding of Farmstead Buildings and later Pioneer Land Services Ltd., both of which subsequently formed part of Vertex’s business. Vertex has grown to become a leading provider of environmental and industrial services, including environmental and land consulting, fluid hauling and management, industrial insulation, cleaning and equipment rentals. Vertex is headquartered in Sherwood Park, Alberta and employs a staff of approximately 770 employees that service a wide array of customers in industries such as oil and gas upstream and midstream, utilities, telecommunication, forestry, agriculture and government. Vertex’s management team is comprised of seasoned industry veterans with a successful track record for industry consolidation and opportunistic acquisitions. Vertex principally operates in Western Canada, with limited but growing operations in the United States.

The Proposed Qualifying Transaction

In connection with the Proposed Transaction, it is anticipated that: (i) all of the issued and outstanding common shares of Vier (the 'Vier Shares') will be consolidated on a 10-for-1 basis; (ii) Vier will acquire all of the issued and outstanding shares of Vertex (the “Vertex Shares”) by way of an exempt take-over bid under National Instrument 62-104 – Take-over Bids and Issuer Bids; and (iii) Vier and Vertex will amalgamate under the vertical short-form amalgamation provisions of the ABCA with the amalgamated company (the “Resulting Issuer”) continuing under the name “Vertex Resource Group Ltd.” Vertex shareholders will receive, on a post-consolidation basis, 3.8 Vier Shares per Vertex Share. The Proposed Transaction values the Vier Shares at a deemed price per share of $1.00, on a post-consolidation basis. An aggregate of 85,773,433 post-consolidation Vier Shares will be issued to Vertex shareholders in exchange for their Vertex Shares for total deemed consideration of $85,773,433.

All of the directors and officers of Vertex and certain other Vertex shareholders holding, in the aggregate, approximately 94% of the issued and outstanding Vertex Shares have entered into lock-up agreements with Vier pursuant to which they have, among other things: (i) agreed to tender all of the Vertex Shares owned or controlled by them to the exempt take-over bid; and (ii) exercised their rights under the drag-along provisions of Vertex’s unanimous shareholder agreement such that all holders of Vertex Shares will be required to tender their shares to the exempt take-over bid.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, satisfaction or waiver of all conditions set forth in the Pre-Acquisition Agreement and TSXV acceptance of the Proposed Transaction. Shareholders of Vier approved the consolidation at Vier’s most recent shareholder meeting in May 2017 and the Proposed Transaction will not require shareholder approval of Vier or a meeting of Vertex shareholders. The Proposed Transaction has been approved by the Vier and Vertex boards of directors.

It is estimated that there will be approximately 86.5 million common shares of the Resulting Issuer issued and outstanding immediately following closing of the Proposed Transaction, with former Vier shareholders holding approximately 0.85% of such common shares and former Vertex shareholders holding approximately 99.15% of such common shares.

Selected Consolidated Financial Information of Vertex

The following selected consolidated financial information of Vertex has been supplied to Vier by Vertex for purposes of inclusion in this press release in accordance with TSXV requirements:

Notes:
(1) This financial information has been compiled from the unaudited condensed consolidated financial statements of Vertex as at and for the three and six month periods ended June 30, 2017.
(2) This financial information has been compiled from the audited consolidated financial statements of Vertex as at and for the year ended December 31, 2016 and the 14 month period ended December 31, 2015.
(3) See “Non-IFRS Measures” below.

Management Team, Board of Directors and Other Insiders

Concurrent with the completion of the Proposed Transaction, it is expected that all directors and officers of Vier will resign and be replaced by Vertex nominees. The directors, officers and insiders of the Resulting Issuer are expected to be the following:

Brian Butlin – Director

Brian Butlin has been Chairman of the board of directors of Vertex since February 6, 2007 and is expected to be the Chairman of the board of directors of the Resulting Issuer. As chairman of the Vertex board of directors, Mr. Butlin provides vision, mentorship and leadership to the Vertex management team. Previously, Mr. Butlin was the Chairman and Chief Executive Officer of Flint Energy Services Ltd. (“Flint”), a publicly traded energy company, until 2007 and 2005, respectively. Under his guidance, Flint grew from a small Canadian oilfield services firm to a public corporation with over 7,500 employees, 49 North American locations and $1 billion of revenues. During Mr. Butlin’s 25-year tenure at Flint and its predecessor company, HMW Construction Ltd., he led the acquisition of over 29 companies and the listing of Flint on the Toronto Stock Exchange. Mr. Butlin is currently a Director of The Crossing Company. Previously, Mr. Butlin was a Director of the Edmonton Eskimo’s Football Club, Graham Construction Ltd., Derrick Golf & Winter Club and past Chairman of the Northern Alberta Institute of Technology. Mr. Butlin holds a Bachelor of Science degree in Business Administration from the Michigan Technological University.

Terry Freeman – Director

Terry Freeman is currently Head of Investments for ATB Capital, a private equity firm making minority equity investments in Alberta based companies. In the past he served as Managing Director of Northern Plains Capital, a niche private equity firm specializing in growth oriented oil field services and energy industrial investments. Founded in 2005, Northern Plains Capital had $140 million under management in three funds and made 17 investments in various companies. As a Managing Director, Mr. Freeman was responsible for sourcing investments and investors, driving strategy, value creation and eventual exits for investments and corporate governance at a Board of Directors level. Mr. Freeman also spent fifteen years as Chief Financial Officer of Flint and its predecessors, where he managed the financial and administrative operations of the company including investor and banking relations, risk management, mergers and acquisitions and various other executive responsibilities including acting as Corporate Secretary. He spent five years on the board of Flint following his tenure as Chief Financial Officer until its eventual sale. He currently sits on the boards of a number of private construction, energy services, private equity and real estate ventures as well as the board of directors of McCoy Global Inc., a publicly traded oilfield services company. In addition to these roles, Mr. Freeman has held multiple volunteer positions with the Chartered Professional Accountants of Alberta, Chief Financial Officer Leadership Program, the University of Alberta, and various other community and charitable organizations. Mr. Freeman graduated from the University of Alberta in 1982 with a Bachelor of Commerce degree, is a Fellow of the Chartered Professional Accountants of Alberta and holds the ICD.D designation from the Institute of Corporate Directors.

Trent Baker – Director

Trent Baker is a managing partner for 32 Degrees Capital, a private equity firm focused on investing in Canadian oil and gas opportunities with approximately $200 million under management. Mr. Baker has been with the firm since 2007, and is responsible for deal sourcing, driving strategy and value creation, investment due diligence, and investor relations. Prior to joining 32 Degrees Capital Mr. Baker worked in the audit department of KPMG LLP. He currently serves on the board of directors of CORE Linepipe Inc., Sphere Energy Corp. and HPC Energy Services Ltd. and has served on the board of directors of a number of previous companies. Mr. Baker holds a Bachelor of Commerce degree from Queen’s University, is a member of the Chartered Professional Accountants of Alberta, and is a CFA charter holder.

Stuart O’Connor – Director

Stuart O’Connor is currently the President of Timber Ridge Capital Ltd., a private holding and advisory company. In the past, he has served as a Director and as Chairman of Flint, Director of IROC Energy Services Corp., President and Chief Executive Officer of Merak Projects Ltd., a software company focused on the international oil and gas industry, and as a Partner with Bennett Jones LLP, a national law firm where he practiced corporate and securities law. He currently sits on the boards of a number of private construction, software services, and real estate ventures. Mr. O’Connor is also active in the community and currently serves with various organizations including on the Board of Directors of the Calgary Stampede and of Hull Services. Mr. O’Connor holds a Bachelor of Science (Chemical Engineering) degree from University of Calgary and a Bachelor of Laws degree from Queen’s University in Kingston, Ontario.

Terry Stephenson – Director, President and Chief Executive Officer

Terry Stephenson founded and became President of Vertex in 2005. As President, Mr. Stephenson is responsible for Vertex’s day-to-day operations. Mr. Stephenson began his career with KPMG LLP gaining experience in audit, due diligence, valuations and taxation, where he advanced to Manager with a heavy clientele of construction clients. Mr. Stephenson joined Flint as the Director of Finance, where he was responsible for merger and acquisition transaction structure, support and execution along with public company compliance, tax planning and treasury management. In 2005, Mr. Stephenson founded Blackjack Investments Ltd., a privately held investment company focused on investments in the energy and resources sector. Mr. Stephenson holds a Bachelor of Commerce degree from the University of Alberta and is a Chartered Professional Accountant.

Michael Zvonkovic – Chief Financial Officer and Corporate Secretary

Michael Zvonkovic became Chief Financial Officer and Corporate Secretary of Vertex on September 1, 2017. Prior to his position with Vertex, Mr. Zvonkovic was an Executive Financial Consultant with MMZ Professional Services from 2009 to 2017. Mr. Zvonkovic also held the positions of Executive Vice President and Chief Financial Officer with FIRMA Foreign Exchange Corporation from 2012 to 2016. Mr. Zvonkovic was the Vice President, Financial Reporting and Vice President, Finance of The Cash Store Financial Services Inc., a Toronto Stock Exchange and New York Stock Exchange listed issuer, from 2007 to 2012. Mr. Zvonkovic holds a Bachelor of Commerce degree from the University of Alberta and is a Chartered Professional Accountant.

Jason Clemett – Executive Vice President

Jason Clemett has been Executive Vice President of Vertex since October 2016. Mr. Clemett is responsible for the daily operations of Vertex’s rentals division, as well as Vertex’s fluid management solutions service offering. Mr. Clemett is also responsible for the corporate safety program and for the sales and growth initiatives across all divisions at Vertex. With over 20 years of oil and gas experience, Mr. Clemett was previously President and Chief Executive Officer of Red Giant Energy Services Ltd. Under his leadership, Red Giant Energy Services Ltd. grew to become a leading oilfield service company providing clients in the industrial and commercial sector with fluid management and logistic services in the Western Canadian Sedimentary Basin. Before founding Red Giant Energy Services Ltd., Mr. Clemett served as Senior Vice President, Sales and Marketing of Trinidad Drilling Ltd., where he was responsible for the sales and growth initiatives. Mr. Clemett quickly advanced to Chief Operating Officer, where he was responsible for Trinidad Drilling Ltd.’s daily operations in North America, Mexico and South America. Mr. Clemett was a member of the Calgary Stampeder Football Club, winning a Grey Cup in 1998.

Paul Blenkhorn – Vice President, Consulting Services

Paul Blenkhorn has been Vice President, Consulting Services of Vertex since 2006. Mr. Blenkhorn is responsible for the day-to-day operation of the consulting division of Vertex. Mr. Blenkhorn began his career with Hood Packaging Corporation, a privately held manufacturing company in the paper converting and packing industry. At Hood Packaging Corporation, Mr. Blenkhorn gained experience in process improvement, capital investment, technical sales support, product development in a wide array of business efficiency and improving initiatives. Mr. Blenkhorn joined Pioneer Land Services Ltd. in 2006, as a project engineer but quickly became responsible for the development and growth of their environmental division. Mr. Blenkhorn holds a Bachelor of Engineering Science degree from the University of Western Ontario and is a Professional Engineer, registered in both Alberta and Saskatchewan. Mr. Blenkhorn came to Calgary in 2000, after being drafted by the Calgary Stampeders. Mr. Blenkhorn remains active in the community, supporting the Stampeders alumni association and the United Way of Calgary.

Deon Walsh – Vice President, Environmental Services

Deon Walsh has been Vice President, Environmental Services of Vertex since February 2016. Mr. Walsh is responsible for the day-to-day operations of the industrial cleaning, safety, and environmental services operations of Vertex. With over 25 years of industrial maintenance and fluid services experience, Mr. Walsh was previously Senior Vice President Oilfield Services for North America with AECOM, a global infrastructure firm. Mr. Walsh served AECOM and its predecessors since 1993. Prior to 1993, Mr. Walsh was with CEDA International Corporation in Fort McMurray as Area Supervisor for industrial cleaning, maintenance and turnarounds. Mr. Walsh is a graduate of the Queen’s School of Business Executive Program and has successfully completed the Corporate Executive Program at the University of Alberta School of Business.

Sherry Bielopotocky – Vice President, Corporate Services

Sherry Bielopotocky joined Vertex in 2005 as a Corporate Controller and was appointed Vice President of Corporate Services in 2015. Ms. Bielopotocky is responsible for Vertex’s entire financial management, which includes budgeting, forecasting and planning, risk management, financial reporting, information technology, human resources and all administrative functions at Vertex. Prior to joining Vertex, Ms. Bielopotocky began her career with Flint as a corporate accountant where she was responsible for maintaining all of the financial records of the organization. Ms. Bielopotocky has extensive experience in acquisitions and integrations and has a strong background in construction and the oil and gas industry. Ms. Bielopotocky holds a Bachelor of Applied Business Administration – Accounting degree from the Northern Alberta Institute of Technology and is a Certified Professional Accountant.

Howard Start – Vice President, Finance

Howard Start has been Vice President, Finance of Vertex since 2007. Mr. Start is responsible for treasury management and banking relationships, shareholder and board reporting, and tax compliance and planning. Prior to joining Vertex, Mr. Start worked as a Senior Manager at KPMG LLP in Edmonton for ten years where he provided audit and advisory services, tax compliance and planning services to customers in the construction, manufacturing, and energy sectors. Mr. Start is currently the Treasurer of the Sherwood Park Archery Club and a minor sport coach. Mr. Start holds a Bachelor of Commerce degree from the University of Alberta and is a Chartered Professional Accountant.

Other Insiders

Upon completion of the Proposed Transaction, the following entities are also expected to be insiders of the Resulting Issuer by virtue of beneficially owning or controlling, directly or indirectly, more than 10% of the issued and outstanding shares of the Resulting Issuer: (i) energy-focused private equity funds managed by 32 Degrees Capital Advisor Ltd.; and (ii) Clemett Capital Corp., a corporation of which Jason Clemett is the sole director and shareholder.

Conditions to Completion of Proposed Transaction & Regulatory Matters

The parties to the Proposed Transaction are at arm’s length and therefore it is anticipated that the Proposed Transaction will not be a Non-Arm’s Length Qualifying Transaction for purposes of Policy 2.4 as none of the directors, officers or insiders of Vier, or any of their respective associates or affiliates, own any securities of Vertex. A request has been made to the TSXV for a waiver of the sponsorship requirements of Policy 2.2 – Sponsorship and Sponsorship Requirements of the TSXV, but there is no assurance that such waiver will be granted.

Trading of the Vier Shares is presently halted and is expected to remain halted pending the closing of Proposed Transaction. While halted, the Vier Shares may only trade upon TSXV approval and the filing of required materials with the TSXV as contemplated by the TSXV’s corporate finance policies.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, satisfaction of all conditions set forth in the Pre-Acquisition Agreement and TSXV acceptance. The Proposed Transaction cannot close until the required approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

About Vier

Vier is a capital pool company created to identify potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value.

For further information: Jason Krueger, President, Vier Capital Corp., 587-585-1776; or Terry Stephenson, President & CEO, Vertex Resource Group Ltd., 780-464-3295

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Forward-Looking Information

When used in this press release, the words 'estimate', 'project', 'belief', 'anticipate', 'intend', 'expect', 'plan', 'predict', 'may' or 'should' and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although the Corporation believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. The forward-looking statements and information in this press release include information relating to the business plans of Vier and Vertex, the Proposed Transaction (including TSXV approval, satisfaction of the conditions set forth in the Pre-Acquisition Agreement, and the closing of the Proposed Transaction) and the officers, directors and insiders of the Resulting Issuer upon completion of the Proposed Transaction. Such statements and information reflect the current view of Vier and/or Vertex, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: (i) there is no assurance that Vier and Vertex will obtain all requisite approvals for the Proposed Transaction, including the approval of the TSXV for the Proposed Transaction (which may be conditional upon amendments to the terms of the Transaction); (ii) following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; (iii) new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and (iv) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. There are a number of important factors that could cause Vier and Vertex’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Vier; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, and general market and industry conditions. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Vertex, their securities, or their respective financial or operating results (as applicable).

Vier cautions that the foregoing list of material factors is not exhaustive. When relying on Vier’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Vier has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Vier as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Vier does not undertake to update this information at any particular time except as required in accordance with applicable laws.

Non-IFRS Measures

This press release includes the term “Adjusted EBITDA” which is a financial measure not presented in accordance with IFRS. Adjusted EBITDA is calculated as income from operations before finance expense, income taxes, share-based compensation, depreciation of property, plant and equipment, amortization of deferred development costs and intangible assets gains or losses on the sale of assets, and the impairment of assets. Adjusted EBITDA is considered to be a non-IFRS measure that does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. Management of Vertex believes Adjusted EBITDA is useful for providing readers with additional clarity of Vertex’s operational performance prior to consideration of how these activities are financed, taxed or depreciated.

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The following table presents a reconciliation of the non-IFRS financial measure of Adjusted EBITDA to the IFRS financial measure of net income (loss):

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This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.