Company Announcements

Not for Distribution to United States Newswire Services or for Dissemination in the United States

CALGARY, Alberta--(BUSINESS WIRE)--Jun. 3, 2026-- CES Energy Solutions Corp.(“CES” or the “Company”) (TSX: CEU) (OTC: CESDF) announced today that it has entered into an underwriting agreement with a syndicate of underwriters to sell, pursuant to a private placement (the “Offering”), $300.0 million aggregate principal amount of its 5.625% senior unsecured notes due June 15, 2033 (the “Notes”). The Offering is expected to close on or about June 15, 2026, subject to customary closing conditions.

The net proceeds from the Offering will be used to fund the redemption of CES' $275.0 million 6.875% 2029 Notes (the “2029 Notes”) and partially repay amounts outstanding under the Company’s senior credit facility, extending the Company's debt maturity profile to 2033, reducing its cost of capital, and further strengthening and preserving its overall capital structure on attractive terms to support its existing business and future growth objectives.

CES will issue a conditional notice to redeem its 2029 Notes at a redemption price of 103.438%, plus accrued and unpaid interest to, but not including the redemption date (“Conditional Notice”). The redemption is expected to be completed one business day following closing of the Offering and is conditioned upon completion of the Offering. This press release does not constitute a notice of redemption of the 2029 Notes. Further information related to the terms and conditions of the redemption of the 2029 Notes will be described in the Conditional Notice that will be distributed to holders of the 2029 Notes by Computershare Trust Company as trustee. Beneficial holders with any questions about the redemption should contact their respective brokerage firm or financial institution.

The Offering is being underwritten by BMO Capital Markets and National Bank Capital Markets, as joint active bookrunning managers, in a syndicate that also includes Scotiabank as joint bookrunning manager, TD Securities, ATB Cormark Capital Markets, RBC Capital Markets and Wells Fargo Securities Canada as co-lead managers, and CIBC Capital Markets, Raymond James, Peters & Co. Limited, J.P. Morgan Securities Canada Inc. and TPH & Co. as co-managers.

The Notes are being conditionally offered for sale in Canada on a private placement basis pursuant to certain prospectus exemptions. The Notes have not been registered under the United States Securities Act of 1933 (the “U.S. Securities Act”), or any state securities laws, and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and applicable state securities laws and outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

About CES Energy Solutions Corp.

CES is a leading provider of technically advanced consumable chemical solutions throughout the lifecycle of the oilfield. This includes solutions at the drill-bit, at the point of completion and stimulation, at the wellhead and pump-jack, and finally through to the pipeline and midstream market. CES’ business model is relatively asset light and requires limited re-investment capital to grow. As a result, CES has been able to capitalize on the growing market demand for drilling fluids and production and specialty chemicals in North America while generating free cash flow.

Additional information about CES is available on SEDAR+ at www.sedarplus.ca or on the Company’s website at www.cesenergysolutions.com.

Cautionary Statement

Except for the historical and present factual information contained herein, the matters set forth in this press release, may constitute forward-looking information or forward-looking statements (collectively referred to as “forward-looking information”) which involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CES, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. When used in this press release, such information uses such words as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, and other similar terminology. This information reflects CES’ current expectations regarding future events and operating performance and speaks only as of the date of the press release. Forward-looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the factors discussed below. The management of CES believes the material factors, expectations and assumptions reflected in the forward-looking information are reasonable but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking information contained in this document speaks only as of the date of the document, and CES assumes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required pursuant to applicable securities laws or regulations.

In particular, this press release contains forward-looking information pertaining to the following: the anticipated timing for closing of the Offering; the use of proceeds of the Notes; the timing of the redemption of the 2029 Notes; and expectations that the proceeds of the Notes will strengthen the Company’s capital structure and liquidity.

CES’ actual results could differ materially from those anticipated in the forward-looking information as a result of a number of factors and risks, including but not limited to those factors and risks referred to under “Risk Factors” in CES’ Annual Information Form for the year ended December 31, 2025, dated March 10, 2026, and “Risks and Uncertainties and New Developments” in CES’ MD&A for the three months ended March 31, 2026, dated May 7, 2026.

THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260603446565/en/

Ken Zinger
President and Chief Executive Officer
CES Energy Solutions Corp.
403-269-2800

Anthony Aulicino
Executive Vice President and Chief Financial Officer
CES Energy Solutions Corp.
403-269-2800

Or by email at: cesinfo@ceslp.ca

Source: CES Energy Solutions Corp.