The Offer is made only for Calfrac Shares and is not made for any Convertible Securities (as such term is defined in the Circular). Any holder of Convertible Securities who wishes to accept the Offer must, to the extent permitted by the terms of the Convertible Security and subject to applicable Laws (as such term is defined in the Circular), exercise, convert or exchange the Convertible Securities sufficiently in advance of the Expiry Time in order to obtain certificates representing Calfrac Shares and deposit those Calfrac Shares pursuant to the Offer.

On September 1, 2020, we announced that we intended to make an offer to acquire all of Calfrac’s outstanding common shares (the “Calfrac Shares”) at a price of $0.18 per Calfrac Share. We are now pleased to provide you with that Offer.

We are making this Offer in order to provide you with a clear path to financial recovery if the Management Transaction is voted down at the Shareholders Meeting to be held on September 17, 2020, is not ultimately approved by the Court of Queen’s Bench of Alberta and Calfrac does not pursue the Wilks’ Superior Alternative Proposal.

The entrenched board and management of Calfrac have threatened you, stating (in their Management Information Circular dated August 17, 2020) that the Management Transaction is the only actionable alternative and that, if the Management Transaction is not approved, “…the Company may be required to consider or proceed with one or more alternative transactions that result in a reduced or no recovery to Shareholders.” Under the direct control of its Executive Chairman, Ron Mathison, Calfrac appears prepared to say anything to try to convince you to vote for the Management Transaction because, without your votes, Calfrac insiders cannot receive their significant and disproportionate recoveries.

The Offer provides Shareholders with an unobstructed path to a premium recovery and, in addition, the “Superior Alternative Proposal” which Wilks made to the Board of Calfrac on August 4, 2020 will remain available to Calfrac if the Management Transaction does not proceed.

On September 5, 2020 Institutional Investors Services Inc. (“ISS”) announced that it recommends that Shareholders vote AGAINST the Management Transaction at the Meeting. In making this recommendation, ISS noted that this Offer “…mitigates the risk associated with renewed debtholder negotiations” in the event the Management Transaction is voted down at the Meeting. ISS also made many of the same observations as other leading independent analysts including CIBC World Markets, BMO Capital Markets, Raymond James Ltd and Cormark Securities Inc. who have all noted the superior value that would be delivered to Shareholders under the “Superior Alternative Proposal”.

The Offer provides a highly attractive cash recovery to you even if Calfrac makes good on its implied threat to commence proceedings under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”).  Under the terms of the Offer, Shareholder recovery will NOT be threatened by a CCAA filing, provided all other terms of the Offer are satisfied. By voting Against the the Management Transaction Shareholders will preserve their opportunity to receive a premium recovery no matter what Calfrac does next.

The consideration per Calfrac Share under the Offer represents a 20% premium to the closing price of the Calfrac Shares on September 1. 2020, the day prior to the announcement of the intention to make the Offer and a premium to the value that you would receive if our Superior Alternative Proposal were implemented (based on current market prices).

 In contrast, the insider-driven Management Transaction provides the insider investors with the opportunity to convert their secured loan at $0.02665 per Calfrac Share, an 82% discount to the current market price of the Calfrac Shares, while protecting their downside risk via security over all of Calfrac’s assets.

The premium recovery will only be available to you if the Management Transaction does not proceed. We remind you to VOTE AGAINST THE MANAGEMENT TRANSACTION USING THE BLUE VOTING FORM THAT HAS BEEN SENT TO YOU BY US. You should also review our Proxy Circular dated August 24, 2020 which has been mailed to you and a copy of which has been posted to www.afaircalfrac.com and to Calfrac’s SEDAR profile.

In the event that the condition set forth in Section 4(a) below is satisfied, the Offeror intends to apply to the appropriate securities regulatory authorities in Canada for an order: (i) waiving the Statutory Minimum Condition, which, if obtained, would permit the Offeror to take up and pay for all Calfrac Shares deposited pursuant to the Offer, even if the total number of Calfrac Shares so deposited would not otherwise satisfy the Statutory Minimum Condition; and (ii) shortening the Initial Deposit Period which, if obtained, would allow the Offeror to take up and pay for Calfrac Shares deposited to the Offer as soon as all of the conditions to the Offer were satisfied or waived, rather than waiting until the expiry of the Initial Deposit Period. The grant of such relief is at the discretion of the applicable securities regulatory authorities and, therefore, there can be no assurance that such an order will be granted.

The Offer is also subject to certain conditions that can be waived by the Offeror. In particular, the Offeror may withdraw or terminate the Offer or not take up, or pay for Calfrac Shares and may extend the period of time during which the Offer is open for acceptance and postpone taking up and paying for Calfrac Shares, unless the following conditions are satisfied or are waived by the Offeror at or prior to the Expiry Time:

In the event that the condition set forth in Section 4(a) is satisfied, the Offeror intends to apply to the appropriate securities regulatory authorities in Canada for an order: (i) waiving the Statutory Minimum Condition, which, if obtained, would permit the Offeror to take up and pay for all Calfrac Shares deposited pursuant to the Offer, even if the total number of Calfrac Shares so deposited would not otherwise satisfy the Statutory Minimum Condition; and (ii) shortening the Initial Deposit Period which, if obtained, would allow the Offeror to take up and pay for Calfrac Shares deposited to the Offer as soon as all of the conditions to the Offer were satisfied or waived, rather than waiting until the expiry of the Initial Deposit Period. The grant of such relief is at the discretion of the applicable securities regulatory authorities and, therefore, there can be no assurance that such an order will be granted.

The purpose of the Offer is to provide Shareholders with an unobstructed path to a cash recovery in the event that the Management Transaction is voted down at the upcoming Shareholders Meeting and does not proceed.

The Board and management of Calfrac have threatened Calfrac Shareholders, stating that, if the Management Transaction is not completed, they would have to consider alternative transactions that would likely provide a reduced or no recovery to Shareholders.

The Offer eliminates that threat. Shareholders can no longer be threatened by a voluntary CCAA filing by Calfrac.

During the first and second quarters of 2020,  Wilks, as the holder of significant equity and debt positions in Calfrac, was carefully monitoring Calfrac’s financial and operational performance. In particular, Wilks noted that:

It was apparent to Wilks that Calfrac intended to propose major changes to its capital structure to deal with its ongoing operational and financial issues. As a significant (approximately 19.8%) shareholder and a major debtholder (over 50% in principal amount of Secured Notes) of Calfrac, Wilks expected to be consulted on any such restructuring.

Calfrac did engage with Wilks but indicated that it would only commence discussions with Wilks if Wilks would enter into a “non-disclosure” agreement (“NDA”). While negotiations regarding the terms of an NDA did take place between Wilks and Calfrac, it was Wilks’ conclusion that the form of NDA requested by Calfrac was “tactical” in design and if executed would neutralize Wilks and its affiliates, rather than facilitate discussions that might lead to a viable restructuring transaction that involved meaningful participation by Wilks. Accordingly, Wilks declined to enter into the NDA.

On June 22, 2020 Wilks made the first of two proposals to Calfrac to exchange debt, in the form of Secured Notes, and to provide material amounts of cash to Calfrac to fund a repurchase of the Unsecured Notes in exchange for Calfrac’s US assets. Both of these proposals were summarily rejected by Calfrac without any discussion with Wilks and without any counterproposal having been made.

The Management Transaction was announced on July 14, 2020. After reviewing the terms of the Management Transaction, Wilks concluded the proposed transaction was fundamentally flawed in that, among other things:

In its public disclosure, Calfrac has accused Wilks of “litigating everything”. Wilks’ position is that Calfrac chose to use the CBCA arrangement process. That process depends upon Calfrac proving to a Court that the Management Transaction is “procedurally and substantively fair” to affected stakeholders. Because it is a Court-supervised process, Calfrac should not be surprised when parties whose legal and contractual rights have been adversely affected or ignored take the opportunity provided to them by the judicial process to make their views known. It is telling that Calfrac and the self-selected insiders and creditors who are driving the Management Transaction complain when they are forced to justify the procedural and substantive aspects of the transaction. Wilks has pursued the legal avenues that are open to it to attempt to preserve its contractually bargained-for rights and to ensure that the votes cast at the Shareholders’ Meeting are truly representative of the views of Shareholders who are not receiving “collateral benefits” as a result of the Management Transaction. Wilks will continue to vigorously defend its rights as a shareholder and creditor of Calfrac.

In connection with the Offer, the approval on terms satisfactory to the Offeror of various domestic and foreign regulatory authorities having jurisdiction over the Offeror or Calfrac, and their respective subsidiaries and their respective businesses, is required.  The principal approvals required are described below.

Part IX of the Competition Act (Canada) (the “Competition Act”) requires that certain classes of transactions that exceed the thresholds set out at Sections 109 and 110 of the Competition Act be notified to the Commissioner by the parties to the transaction.  Subject to certain limited exceptions, the parties to a transaction covered under Part IX of the Competition Act cannot complete their transaction until they have submitted the information prescribed pursuant to subsection 114(1) of the Competition Act to the Commissioner under the Competition Act (the “Commissioner”) and the applicable waiting period has expired or been terminated by the Commissioner.  The waiting period is 30 days after the day on which the parties to the transaction submit the prescribed information, provided that, prior to the expiry of this period, the Commissioner has not notified the parties that he requires additional information that is relevant to the Commissioner’s assessment of the transaction pursuant to subsection 114(2) of the Competition Act (a “Supplementary Information Request”).  In the event that the Commissioner provides the parties with a Supplementary Information Request, the parties cannot complete their transaction until 30 days after compliance with such a request.  A transaction may be completed prior to the end of the applicable waiting period if the Commissioner notifies the parties that he does not, at such time, intend to challenge the transaction by making an application under Section 92 of the Competition Act.

Alternatively, or in addition to filing the prescribed information, a party to a transaction that is subject to Part IX of the Competition Act may apply to the Commissioner for an advance ruling certificate (an “ARC”) and/or a “no-action” letter, which may be issued by the Commissioner in respect of a proposed transaction if he is satisfied that there are not sufficient grounds on which to apply to the Competition Tribunal, which is a specialized tribunal empowered to deal with certain matters under the Competition Act, including mergers, for an order challenging the merger under Section 92 of the Competition Act.

Upon receipt of a pre-merger notification from the Offeror, the Commissioner is required immediately to notify Calfrac that the Commissioner has received from the Offeror the prescribed information.  Calfrac is required by the Competition Act to supply the Commissioner with the prescribed information within ten days after being so notified.  Although Calfrac is required to file certain information and documentary material with the Commissioner in connection with the Offer, neither Calfrac’s failure to make such filings nor respond to a Supplementary Information Request made to it will extend the waiting period.

At any time before a “merger” (as such term is defined under the Competition Act) is completed, even where it has been notified to the Commissioner under subsection 114(1) of the Competition Act and the applicable waiting period has expired, the Commissioner may apply to the Competition Tribunal for an interim order forbidding any person named in the application from doing any act or thing that it appears to the Competition Tribunal may constitute or be directed toward the completion or implementation of a proposed merger.  The Competition Tribunal may issue such order for up to 30 days where (a) the Commissioner has certified that an inquiry is being made under paragraph 10(1)(b) of the Competition Act and that, in his opinion, more time is required to complete the inquiry; and (b) the Competition Tribunal finds that, in the absence of an interim order, a party to the proposed merger or any other person is likely to take an action that would substantially impair the ability of the Competition Tribunal to remedy the effect of the proposed merger on competition under Section 92 of the Competition Act because that action would be difficult to reverse.  The duration of such interim order may be extended for an additional period of up to 30 days where the Competition Tribunal finds, on application made by the Commissioner, that the Commissioner is unable to complete the inquiry within the period specified in the order because of circumstances beyond the control of the Commissioner.

Whether a merger is subject to notification under Part IX of the Competition Act, the Commissioner can apply to the Competition Tribunal under Section 92 of the Competition Act at any time before the merger has been completed or, if completed, within one year after it was substantially completed, provided that the Commissioner did not issue an ARC in respect of the merger and if the Commissioner did issue an ARC request (a) the merger was completed within one year from when the ARC was issued; and (b) the grounds upon which the Commissioner intends to apply to the Competition Tribunal under Section 92 of the Competition Act are not the same or substantially the same as the information on the basis of which the ARC was issued.  On application by the Commissioner under Section 92 of the Competition Act, the Competition Tribunal may order that a merger not proceed or, if completed, order its dissolution or the disposition of some of the assets or shares; in addition to, or in lieu thereof, on consent of the person against whom the order is directed and the Commissioner, the Competition Tribunal can order a person to take any other action.  The Competition Tribunal can issue an order under Section 92 of the Competition Act where it finds that the merger or proposed merger prevents or lessens, or is likely to prevent or lessen, competition substantially in a market.

The Commissioner may, upon request, issue an ARC where he is satisfied that he would not have sufficient grounds on which to apply to the Competition Tribunal under the merger provisions of the Competition Act.  If the Commissioner issues an ARC in respect of a proposed transaction, that transaction is exempt from the pre-merger notification provisions.  In addition, if the transaction to which the ARC relates is substantially completed within one year after the ARC is issued, the Commissioner cannot seek an order of the Competition Tribunal under the merger provisions of the Competition Act in respect of the transaction solely on the basis of information that is the same or substantially the same as the information on the basis of which the ARC was issued.  Alternatively, the Commissioner may issue a “no action” letter following a notification or an application for an ARC, indicating that he is of the view that grounds do not then exist to initiate proceedings before the Competition Tribunal under the merger provisions of the Competition Act with respect to the proposed transaction, while preserving, for one year following substantial completion of the proposed transaction, his authority to so initiate proceedings should circumstances change.

The purchase of Calfrac Shares pursuant to the Offer may require a pre-merger notification to the Commissioner and the Offeror’s acquisition of control of Calfrac would be a “merger” for the purposes of the merger provisions of the Competition Act.  Should the transaction be subject to pre-merger notification, the Offeror will request an ARC or a “no action” letter and file the prescribed information.

In the event that a pre-merger notification is required, the Offeror does not currently intend to take-up or pay for Calfrac Shares deposited pursuant to the Offer unless all applicable waiting periods and any extensions thereof have expired or been waived without restraint or challenge, and the Commissioner has issued an ARC or a “no action” letter in respect of the acquisition of the Calfrac Shares by the Offeror.

Under the Investment Canada Act (Canada) (the “Investment Canada Act”), the direct “acquisition of control” of a Canadian business by a non-Canadian that exceeds the prescribed financial threshold (a “Reviewable Transaction”) is subject to pre-closing review and cannot be implemented unless the responsible Minister or Ministers under the Investment Canada Act (the “Minister”) (i) has sent a notice that he is satisfied, or (ii) has been deemed to be satisfied, that the transaction is likely to be of “net benefit” to Canada (a “Net Benefit Ruling”).

While the Offeror does not believe, based on publicly-available financial information, that the prescribed financial threshold is met, the purchase of Calfrac Shares pursuant to the Offer may constitute a Reviewable Transaction under the Investment Canada Act. In the event that the Offer is determined to be a Reviewable Transaction, the Offer cannot be completed until a Net Benefit Ruling is obtained.

Under the Investment Canada Act there is an initial 45-day review period, which may be unilaterally extended by the Minister for an additional 30 days, after which the Minister and the investor may agree to further extensions.

The prescribed factors under section 20 of the Investment Canada Act to be considered by the Minister in determining whether to issue a Net Benefit Ruling in respect of a Reviewable Transaction include, among other things, (i) the effect of the investment on the level and nature of economic activity in Canada (including the effect on employment, capital investment, resource processing, utilization of Canadian products and services and exports); (ii) the degree and significance of participation by Canadians in the acquired business and the industry in which the Canadian business forms a part; (iii) the effect of the investment on productivity, industrial efficiency, technological development, product innovation, product variety and competition in Canada; (iv) the effect of the investment on competition within an industry in Canada; (v) the compatibility of the investment with national and provincial industrial, economic, and cultural policies; and (vi) the contribution of the investment to Canada’s ability to compete in world markets.

In deciding whether to issue a Net Benefit Ruling, an applicant typically is required to provide binding written undertakings to Her Majesty in Right of Canada in support of its application. If, within the applicable review period (including any unilateral or mutually agreed upon extension thereof), the Minister sends a notice that he is satisfied that the investment is likely to be of net benefit to Canada, or if the Minister does not send a notice within the applicable review period (including any unilateral or mutually agreed upon extension thereof) and is deemed pursuant to section 21(9) of the Investment Canada Act to have been satisfied that the investment is likely to be of net benefit to Canada, the Net Benefit Ruling will have been obtained and the Reviewable Transaction may be completed.

However, if the Minister is not satisfied within the applicable review period (including any unilateral or mutually agreed upon extension thereof) that a Reviewable Transaction is likely to be of net benefit to Canada, the Minister is required to send a notice to that effect, advising the investor of its right to make further representations and submit (additional) undertakings within 30 days from the date of such notice or any further period that may be agreed to be the Minister and investor. Within a reasonable time after the expiry of the period for making representations and submitting undertakings, as described above, the Minister will send a notice to the applicant that either the Minister is satisfied that the investment is likely to be of net benefit to Canada, in which case a Net Benefit Ruling will have been obtained, or confirming that the Minister is not satisfied that the investment is likely to be of net benefit to Canada. In the latter case, the Reviewable Transaction may not be implemented.

In addition, under Part IV.1 of the Investment Canada Act, certain investments by non-Canadians, including but not limited to Reviewable Transactions, can be made subject to separate review on grounds that the investment could be injurious to national security. Specifically, in the case of a Reviewable Transaction, a non-Canadian investor cannot complete its investment where it has received, at any time from when the Minister becomes aware of the transaction and 45 days from when the investor has filed its application, notice (a “National Security Notice”) from the Minister that the investment may be or will be subject to a national security review (a “National Security Review”). Where the investor has received a National Security Notice, the Minister has an additional 45 days to determine whether to order a National Security Review. Pursuant an order issued by the Minister on July 31, 2020 pursuant to the Time Limits and Other Periods Act (COVID-19), for all investments for which an application for review or a notification has been certified between July 31, 2020 and December 31, 2020 (the “Ministerial Order”), these periods have been extended to 60 days and 90 day, respectively. Where a National Security Review has been ordered, the Minister has 45 days, which period can be extended for an additional 45 days, to determine whether the investment would not be injurious to national security, in which case the National Security Review is terminated, or either that it would be injurious to national security or that the Minister is unable to determine whether the investment would be injurious to national security, in which case the Minister must refer the investment to the Governor in Council for a final determination. The Governor in Council then has 20 days to decide whether to authorize the investment, which can be on the basis of terms and conditions set by the Governor in Council or undertakings provided by the investor or, in the case of an investment that has not been completed, to prohibit its completion. If a National Security Notice has been received, and during an ongoing National Security Review, the investment cannot be completed. While the above time frames can be extended with the consent of the investor (other than the 20 day period applicable to the Governor in Council’s determination), assuming no additional extensions, the entire period of a National Security Review from the initial filing by the investor until completion of the National Security Review can be as long as 200 days, which period has been extended to 260 days pursuant to the Ministerial Order.

In the case of a Reviewable Transaction, where a National Security Review is ordered, the net benefit review is suspended and begins only if the Minister determines that the investment is not injurious to national security or the Governor in Council authorizes its completion, as applicable. The investment can close thereafter only once a Net Benefit Ruling is obtained.

In the event that the Offer is a Reviewable Transaction, the Offeror does not intend to take-up or pay for Calfrac Shares deposited pursuant to the Offer unless all applicable waiting periods and any extensions thereof have expired or been waived without restraint or challenge and the Minister has sent a notice under subsection 21(1) of the Investment Canada Act, stating that the Minister is satisfied that the transactions contemplated by the Offer are likely to be of net benefit to Canada, or the Minister has been deemed, in accordance with subsection 21(9) the Investment Canada Act, to be satisfied that the transactions contemplated by the Offer are likely to be of net benefit to Canada and either (i) no notice has been given under subsection 25.2(1) or subsection 25.3(2) of the Investment Canada Act within the prescribed period; or, (ii) if notice has been given, then the Minister has sent to the Offeror a notice under paragraph 25.2(4)(a) or paragraph 25.3(6)(b) of the Investment Canada Act, or the Governor in Council has issued an order under paragraph 25.4(1)(b) of the Investment Canada Act authorizing the Arrangement.

In the event that the Offer is not a Reviewable Transaction, the Offeror may make the prescribed notification filing prior to closing, in which case the Offeror does not currently intend to take-up or pay for Calfrac Shares deposited pursuant to the Offer unless (i) no notice has been given under subsection 25.2(1) or subsection 25.3(2) of the Investment Canada Act within the prescribed period; or, (ii) if notice has been given, then the Minister has sent to the Offeror a notice under paragraph 25.2(4)(a) or paragraph 25.3(6)(b) of the Investment Canada Act, or the Governor in Council has issued an order under paragraph 25.4(1)(b) of the Investment Canada Act authorizing the Offer.

On April 18, 2020, the Government of Canada issued a Policy Statement on Foreign Investment Review and COVID-19 (the “ICA COVID-19 Policy”).

Pursuant to the ICA COVID-19 Policy, the Government of Canada has indicated that, in reviewing inbound foreign investment under the Investment Canada Act, it will ensure that foreign investments do not introduce new risks to Canada’s economy or national security, including the health and safety of Canadians. While investments will be examined on their own merits, additional scrutiny under the Investment Canada Act will be applied to foreign direct investments (both controlling and non-controlling) in Canadian businesses that are related to public health or involved in the supply of critical goods and services to Canadians or the Government of Canada.

The ICA COVID-19 Policy and enhanced scrutiny of certain foreign investments under the Investment Canada Act will continue until the economy recovers from the effects of the COVID-19 pandemic. The ICA COVID-19 Policy reiterates that, notwithstanding the potential for increased scrutiny of foreign investments, Canada remains open to investments that benefit Canadians and acknowledges that foreign direct investment is essential in ensuring that Canadian businesses are able to invest in innovation and compete in the global economy.

The Offeror is continuing to assess possible regulatory filings and approvals in a number of other jurisdictions, including the United States of America. In the event that the Offeror determines that regulatory filings and approvals are required or advisable in other jurisdictions, the Offeror will make any such filings and seek such approvals as it deems necessary or advisable. The Offeror does not currently intend to take-up or pay for Calfrac Shares deposited pursuant to the Offer unless all applicable waiting periods and any extensions thereof have expired or been waived without restraint or challenge and where any regulatory approvals it deems advisable have been received in respect of the acquisition of the Calfrac Shares by the Offeror in those jurisdictions.

If the Offeror takes up and pays for Calfrac Shares validly deposited under the Offer and the right of Compulsory Acquisition is not available to the Offeror for any reason or will not result in the Offeror acquiring all Calfrac Shares outstanding and potentially issuable on exercise, exchange or conversion of any convertible securities that may be outstanding, the Offeror currently intends to take such action as is necessary or advisable to acquire all Calfrac Shares not acquired under the Offer.

Such action may include causing a special meeting of Shareholders to be called to consider an arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or similar transaction involving Calfrac and the Offeror and/or an affiliate of the Offeror for the purpose of enabling the Offeror or an affiliate of the Offeror to acquire, directly or indirectly, all of the Calfrac Shares and/or all of the assets of Calfrac (a “Subsequent Acquisition Transaction”). Under such a Subsequent Acquisition Transaction, Calfrac may continue as a separate subsidiary of the Offeror following the completion of any such transaction. The timing and details of any such transaction will depend on a number of factors, including the number of Calfrac Shares acquired pursuant to the Offer. If the Offeror takes up and pays for such number of Calfrac Shares which constitutes at least 66²/₃% of the outstanding Calfrac Shares (on a fully‑diluted basis) under the Offer, the Offeror will own sufficient Calfrac Shares to effect a Subsequent Acquisition Transaction. Although the Offeror’s current intention is to effect a Subsequent Acquisition Transaction, the Offeror reserves the right, in its sole discretion, not to complete a Subsequent Acquisition Transaction.

MI 61-101 may deem a Subsequent Acquisition Transaction to be a “business combination” if such Subsequent Acquisition Transaction would result in the interest of a Shareholder being terminated without the consent of the Shareholder, irrespective of the nature of the consideration provided in substitution therefor. The Offeror expects that any Subsequent Acquisition Transaction relating to Calfrac Shares will be a “business combination” under MI 61-101. In certain circumstances, the provisions of MI 61-101 may also deem certain types of Subsequent Acquisition Transactions to be “related party transactions”. However, if the Subsequent Acquisition Transaction is a “business combination” carried out in accordance with MI 61-101 or an exemption therefrom, the “related party transaction” provisions therein do not apply to such transaction. The Offeror intends to carry out any such Subsequent Acquisition Transaction in accordance with MI 61-101, or any successor provisions, or exemptions therefrom, such that the “related party transaction” provisions of MI 61-101 will not apply to such Subsequent Acquisition Transaction.

MI 61-101 provides that, unless exempted, an issuer proposing to carry out a business combination is required to obtain a valuation of the affected securities (and, subject to certain exceptions, any non-cash consideration being offered therefor) and, among other things, include a summary of such valuation in the disclosure document for the Subsequent Acquisition Transaction unless the valuation is included in its entirety in the disclosure document. The Offeror currently intends to rely on available exemptions (or, if such exemptions are not available, to seek waivers pursuant to MI 61-101 exempting Calfrac and the Offeror or one or more of its affiliates, as appropriate) from the valuation requirements of MI 61-101. An exemption is available under MI 61-101 for certain business combinations completed no later than 120 days after the expiry of a take-over bid provided that the consideration under such transaction is at least equal in value to and is in the same form as the consideration that tendering shareholders were entitled to receive in the take-over bid and provided that certain disclosure is provided in the take-over bid disclosure documents (and which disclosure has been provided herein). The Offeror currently intends that the consideration per Calfrac Share offered under any Subsequent Acquisition Transaction proposed by it would be equal in value to and in the same form as the consideration per Calfrac  Share paid to the Shareholders under the Offer and that such Subsequent Acquisition Transaction will be completed no later than 120 days after the Expiry Time and, accordingly, the Offeror expects to rely on this exemption.

Depending on the nature and terms of the Subsequent Acquisition Transaction, the Offeror expects that the provisions of the ABCA and Calfrac’s constating documents will require the approval of at least 66²/₃% of the votes cast by holders of the outstanding Calfrac Shares at a meeting duly called and held for the purpose of approving the Subsequent Acquisition Transaction. In addition to any other required security holder approval, in order to complete a business combination, MI 61-101 would also require the approval of a majority of the votes cast by “minority” Shareholders to be obtained unless an exemption is available or discretionary relief is granted by applicable securities authorities. If, however, following the Offer, the Offeror is the holder of 90% or more of the Calfrac Shares at the time the Subsequent Acquisition Transaction is agreed to, the requirement for minority approval would not apply to the transaction if an enforceable appraisal remedy or substantially equivalent right is made available to minority shareholders.

In relation to the Offer and any business combination, the “minority” shareholders will be, unless an exemption is available or discretionary relief is granted by applicable securities authorities, all Shareholders other than (a) the Offeror (other than in respect of Calfrac Shares acquired pursuant to the Offer, as described below), (b) any “interested party” (within the meaning of MI 61-101), (c) any “related party” of an “interested party”, unless the related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither “interested parties” nor “issuer insiders” (in each case within the meaning of MI 61-101) of Calfrac, and (d) any “joint actor” (within the meaning of MI 61-101) with any of the foregoing persons.

MI 61-101 also provides that the Offeror may treat Calfrac Shares acquired under the Offer as “minority” Calfrac Shares and vote them, or to consider them voted, in favour of such business combination if, among other things: (i) the business combination is completed no later than 120 days after the Expiry Time; (ii) the consideration per security paid in the business combination is at least equal in value to and in the same form as the consideration paid under the Offer; (iii) certain disclosure is provided in the Circular (and which disclosure has been provided herein); and (iv) the Shareholder who tendered such Calfrac Shares to the Offer was not (A) a “joint actor” (within the meaning of MI 61-101) with the Offeror in respect of the Offer, (B) a direct or indirect party to any “connected transaction” (within the meaning of MI 61-101) to the Offer, or (C) entitled to receive, directly or indirectly, in connection with the Offer, a “collateral benefit” (within the meaning of MI 61-101) or consideration per Share that was not identical in amount and form to the entitlement of the general body of holders in Canada of Calfrac Shares.

The votes attributed to the 28,720,172 Calfrac Shares held by the Offeror and its affiliates may not be counted as votes in favour of any such business combination transaction.  See Section 6 of the Circular, “Ownership of Securities of Calfrac”.

MI 61-101 excludes from the meaning of “collateral benefit” certain benefits to a related party received solely in connection with the related party’s services as an employee, director or consultant of an issuer where, among other things (a) the benefit is not conferred for the purposes of increasing the value of the consideration paid to the related party for securities relinquished under the transaction or bid; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction or bid in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction or in the directors’ circular in the case of a bid; and (d) the related party and its associated entities beneficially own or exercise control or direction over less than one percent of the outstanding securities of each class of equity securities of the issuer.

In addition, MI 61-101 also excludes from the meaning of “collateral benefit” certain benefits to a related party received solely in connection with the related party’s services as an employee, director or consultant of an issuer where such benefit meets the criteria described in (a) to (c) of the previous paragraph and (i) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the transaction or bid, in exchange for the equity securities beneficially owned by the related party, (ii) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than five percent of the value referred to in clause (i) above, and (iii) the independent committee’s determination is disclosed in the disclosure document for the transaction or in the directors’ circular in the case of a bid.

The Offeror currently intends: (a) that the consideration offered per Calfrac Share under any Subsequent Acquisition Transaction proposed by it would be equal in value to and in the same form as the consideration per Calfrac Share paid under the Offer; (b) that such Subsequent Acquisition Transaction will be completed no later than 120 days after the Expiry Time; and (c) to cause any Calfrac Shares acquired under the Offer to be voted in favour of any such transaction and, where permitted by MI 61-101, to be counted as part of any minority approval required in connection with any such transaction.

The Offeror is not aware of any votes attached to the Calfrac Shares to be acquired under the Offer that would be required to be excluded from being counted as part of the minority approval.

Any such Subsequent Acquisition Transaction may also result in Shareholders having the right to dissent in respect thereof and demand payment of the fair value of their Calfrac Shares. The exercise of such right of dissent, if certain procedures are complied with by the holder, could lead to a judicial determination of fair value required to be paid to such dissenting Shareholder for its Calfrac Shares. The fair value so determined could be more or less than the amount paid per Calfrac Share pursuant to such Subsequent Acquisition Transaction or pursuant to the Offer.

The income tax consequences to a Shareholder of a Subsequent Acquisition Transaction may differ from the income tax consequences to such Shareholder having its Calfrac Shares acquired pursuant to the Offer. See Section 15 of the Circular, “Certain Canadian Federal Income Tax Considerations”.  Shareholders should consult their legal advisors for a determination of their legal rights with respect to a Subsequent Acquisition Transaction if proposed.

If the Offeror is unable to, or elects not to, effect a Compulsory Acquisition or propose a Subsequent Acquisition Transaction, or proposes a Subsequent Acquisition Transaction but cannot obtain any required approvals or exemptions promptly, the Offeror will evaluate other available alternatives. Such alternatives could include, to the extent permitted by applicable Laws, taking no further action, purchasing additional Calfrac Shares in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, as applicable, or acquiring the assets of Calfrac by way of an arrangement, amalgamation, reorganization, redemption, asset sale or other transaction between the Offeror and/or one or more of its affiliates. Subject to applicable Laws, any additional purchases of Calfrac Shares could be at a price greater than, equal to or less than the price to be paid for Calfrac Shares under the Offer and could be for cash, securities and/or other consideration. Alternatively, the Offeror may take no action to acquire additional Calfrac Shares or, subject to applicable Laws, may sell or otherwise dispose of any or all Calfrac Shares acquired under the Offer or otherwise. Such transactions may be effected on terms and at prices then determined by the Offeror, which may vary from the terms and the price paid for Calfrac Shares under the Offer.

This summary assumes that any person that held or holds at any time options, warrants or other conversion or exchange rights to acquire Calfrac Shares will have exercised them and acquired Calfrac Shares. Accordingly, this summary does not address persons who hold such rights and such persons should consult their own tax advisors for advice regarding the income tax consequences to them of the expiry or exercise thereof, of the continued holding thereof, or replacement thereof, after the Expiry Time and of the acquisition, holding and disposing of Calfrac Shares or any other securities acquired on exercise thereof, which may differ materially from the discussion about income tax considerations set forth in this summary.

As described in Section 10 of this Circular, “Information Concerning the Calfrac Shares – Effect of the Offer on the Market for and Listing of Calfrac Shares”, the Calfrac Shares may cease to be listed on the TSX following the completion of the Offer.  Resident Holders are cautioned that, if the Calfrac Shares are no longer listed on a “designated stock exchange” (as defined in the Tax Act, which currently includes the TSX) and Calfrac ceases to be a “public corporation” for purposes of the Tax Act, the Calfrac Shares will not be “qualified investments” (as defined in the Tax Act) for trusts governed by registered retirement savings plans, registered retired income funds, registered education savings plans, registered disability savings plans, deferred profit sharing plans and tax-free savings accounts (as each term is defined in the Tax Act). Resident Holders who hold Calfrac Shares in such plans should consult their own tax advisors with respect to the potential income tax consequences to them in this regard.

A Non-Resident Holder who disposes of Calfrac Shares to the Offeror pursuant to the Offer will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of the Calfrac Shares unless such Calfrac Shares are or are deemed to be “taxable Canadian property”, as defined in the Tax Act, of the Non-Resident Holder at the time of the disposition and are not “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act.

Generally, the Calfrac Shares will not constitute “taxable Canadian property” to a Non-Resident Holder at the time of disposition provided that the Calfrac Shares are listed at that time on a “designated stock exchange” (which currently includes the TSX), unless at any particular time during the 60-month period immediately preceding the disposition (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder does not deal with at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, has owned 25% or more of the issued shares of any class or series of the capital stock of Calfrac, and (ii) more than 50% of the fair market value of the Calfrac Share was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada; (b) “Canadian resource property” as defined in the Tax Act; (c) “timber resource property” as defined in the Tax Act; and (d) options in respect of, or interests in, or for civil law rights in, property in (a) to (c) whether or not such property exists.

In the event that the Calfrac Shares constitute taxable Canadian property but not treaty-protected property to a particular Non-Resident Holder on the disposition thereof pursuant to the Offer, such Non-Resident Holder will realize a capital gain (or capital loss) generally computed in the manner described above under the subheading “- Holders Resident in Canada — Disposition of Calfrac Shares Pursuant to the Offer.” The Non-Resident Holder may be subject to tax under the Tax Act in respect of any such capital gain realized on the disposition and the Non-Resident Holder may be required to file a Canadian income tax return for the year in which the disposition (or any deemed disposition) occurs (unless the disposition is an “excluded disposition” as defined in the Tax Act).

The Canadian federal income tax consequences to a Non-Resident Holder who disposes of Calfrac Shares in such circumstances generally will be the same as described under “Holders Not Resident in Canada — Disposition of Calfrac Shares Pursuant to the Offer” except that in determining whether a Calfrac Share is “taxable Canadian property”, more stringent rules may be applied where the Calfrac Shares cease to be listed on a designated stock exchange (see subheading “  Holders Not Resident in Canada - Potential Delisting”).

Interest awarded by the court and paid or credited to a Non-Resident Holder who obtains an order of the court in respect of a Compulsory Acquisition will generally not be subject to Canadian withholding tax under the Tax Act provided the interest is not “participating debt interest” as defined in the Tax Act.

As described in Section 10 of this Circular, “Information Concerning the Calfrac Shares – Effect of the Offer on the Market for and Listing of Calfrac Shares”, the Calfrac Shares may cease to be listed on the TSX following the completion of the Offer. Non-Resident Holders are cautioned that, if the Calfrac Shares are no longer listed on a “designated stock exchange” (as defined in the Tax Act, which currently includes the TSX) at the time of their disposition, the Calfrac Shares may constitute taxable Canadian property if, at any time during the 60-month period immediately preceding the disposition, more than 50% of the fair market value of the Calfrac Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Tax Act), timber resource properties (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any of the foregoing properties (whether or not such property exists).

Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, the Calfrac Shares could also be deemed to be taxable Canadian property to the Non-Resident Holder. Non-Resident Holders should consult their own tax advisors for advice as to whether their Calfrac Shares may constitute taxable Canadian property, having regard to their particular circumstances.

If the Calfrac Shares are taxable Canadian property of the Non-Resident Holder at the time of their disposition and are not “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act, the Non-Resident Holder may be subject to tax under the Tax Act in respect of any capital gain realized on the disposition. Furthermore, if the Calfrac Shares are not listed on a recognized stock exchange (as defined in the Tax Act) at the time of their disposition, the notification and, in certain circumstances, the withholding provisions of section 116 of the Tax Act will apply to the Non-Resident Holder with the result that, among other things, unless the Offeror has received a clearance certificate pursuant to section 116 of the Tax Act relating to the disposition of the Non-Resident Holder’s Calfrac Shares, the Offeror will deduct or withhold 25% from any payment made to the Non-Resident Holder and will remit such amount to the Receiver General of Canada on account of the Non-Resident Holder’s liability for tax under the Tax Act.

Laurel Hill Advisory Group (the “Depositary”) will receive deposits of certificate(s) representing Calfrac Shares and accompanying Letters of Transmittal at its Toronto office specified in the Letter of Transmittal. The Depositary will receive Notices of Guaranteed Delivery at its Toronto office specified in the Notice of Guaranteed Delivery. The Depositary will also be responsible for giving certain notices, if required, and disbursing payment for Calfrac Shares purchased by the Offeror under the Offer. The Depositary will receive reasonable and customary compensation from the Offeror for its services in connection with the Offer, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws.

This Letter of Transmittal (the “Letter of Transmittal”), or a manually executed facsimile hereof, properly completed and executed, together with all other required documents, is to be used to deposit common shares (the “Calfrac Shares”), of Calfrac Well Services Ltd. (“Calfrac”) under the offer dated September 9, 2020 (the “Offer”) made by THRC Holdings L.P. (the “Offeror”), an affiliate of Wilks Brothers, LLC, to purchase, upon and subject to the terms and conditions of the Offer, all of the issued and outstanding Calfrac Shares not already owned by the Offeror or its affiliates, including all Calfrac Shares that may become issued and outstanding after the date of the Offer but before the Expiry Time, and must be received by Laurel Hill Advisory Group (the “Depositary”) at or prior to the Expiry Time at its office specified below. Pursuant to the Offer, holders of Calfrac Shares (the “Shareholders”) will receive, for each Calfrac Share held, $0.18 in cash (the “Purchase Price”).

Shareholders can also accept the Offer by following the procedures for book-entry transfer set forth in Section 3 of the Offer, “Manner of Acceptance – Book-Entry Transfer”. A Shareholder accepting the Offer by following the procedures for book-entry transfer does not need to use this Letter of Transmittal. Shareholders who utilize CDSX or DTC to accept the Offer through a book-entry transfer will be deemed to have completed and submitted a Letter of Transmittal and be bound by the terms hereof. Accordingly, where Calfrac Shares are deposited by way of book-entry transfer without delivery of an executed Letter of Transmittal, unless the context otherwise requires, references herein to the “undersigned” are to the person on whose behalf that book-entry transfer is made (notwithstanding that such person has not executed a Letter of Transmittal).

If a Shareholder wishes to deposit Calfrac Shares under the Offer and (a) the certificate(s) representing the Calfrac Shares is not immediately available, (b) the Shareholder cannot complete the procedure for book-entry transfer of the Calfrac Shares on a timely basis, or (c) the certificate(s) and all other required documents cannot be delivered to the Depositary prior to the Expiry Time, those Calfrac Shares may nevertheless be deposited under the Offer in compliance with the procedures for guaranteed delivery set forth in Section 3 of the Offer, “Manner of Acceptance – Procedure for Guaranteed Delivery” by using the accompanying Notice of Guaranteed Delivery (printed on yellow  paper) or a manually executed facsimile thereof,  accompanying the Offer and Circular. See Instruction 2 below, “Procedure for Guaranteed Delivery”.

The terms and conditions of the Offer are incorporated by reference in this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal which are defined in the Offer and related circular dated September 9, 2020 (the “Offer and Circular”) have the respective meanings ascribed thereto in the Offer and Circular. All dollar references in this Letter of Transmittal refer to Canadian dollars.

As used herein, the term “U.S. Shareholder” means a beneficial owner of Calfrac Shares that is (a) an individual citizen or resident of the United States, for U.S. federal income tax purposes, (b) a corporation, partnership or other entity taxable as a corporation or partnership created or organized under the laws of the United States or any State thereof, (c) an estate the income of which is subject to U.S. federal income tax without regard to its source or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for U.S. federal income tax purposes.

The undersigned delivers to you the enclosed certificate(s) representing Calfrac Shares deposited under the Offer. Subject only to the withdrawal rights in respect of the Calfrac Shares described in the Offer and Circular or available at Law, the undersigned irrevocably accepts the Offer for such Calfrac Shares upon the terms and conditions contained in the Offer and this Letter of Transmittal. The following are the details of the enclosed certificate(s):

IN CONSIDERATION OF THE OFFER AND FOR VALUE RECEIVED, upon the terms and subject to the conditions set forth in the Offer and in this Letter of Transmittal, subject only to the withdrawal rights in respect of the Calfrac Shares described in the Offer or available at Law, the undersigned irrevocably accepts the Offer for and in respect of the Deposited Calfrac Shares and (unless the deposit is made pursuant to the procedure for book-entry transfer set forth in Section 3 of the Offer, “Manner of Acceptance – Book-Entry Transfer”) delivers to the Offeror the enclosed Share certificate(s) representing the Deposited Calfrac Shares and deposits, sells, assigns and transfers to the Offeror all right, title and interest in and to the Deposited Calfrac Shares, and in and to all rights and benefits arising from the Deposited Calfrac Shares and any and all Distributions.

The undersigned acknowledges that under certain circumstances the Offeror may, among other things, (i) vary, extend or terminate the Offer (see Section 5 of the Offer, “Variation or Change of the Offer”), or (ii) make such adjustments as it considers appropriate to the Purchase Price and other terms of the Offer to reflect any changes on or after the date of the Offer in the Calfrac Shares or Calfrac’s capitalization (see Section 11 of the Offer, “Changes in Capitalization, Dividends, Distributions and Liens”). In addition, the undersigned acknowledges that if, on or after the date of the Offer, Calfrac should declare, set aside or pay any dividend or other Distribution, which is or are payable or distributable to Shareholders of record on a date which is prior to the date of the transfer to the name of the Offeror or its nominees or transferees on the transfer register maintained by or on behalf of Calfrac in respect of Calfrac Shares accepted for purchase pursuant to the Offer, then without prejudice to the Offeror’s rights under Section 4 of the Offer, “Conditions of the Offer”: (a) in the case of a cash dividend, distribution or payment, the amount of the dividend, distribution or payment shall be received and held by the depositing Shareholders for the account of the Offeror until the Offeror pays for such Calfrac Shares, and to the extent that such dividend, distribution or payment does not exceed the cash purchase price per Calfrac Share payable by the Offeror pursuant to the Offer, the cash purchase price per Calfrac Share pursuant to the Offer will be reduced by the amount of such dividend, distribution or payment; (b) in the case of a non-cash dividend, distribution, payment, right or other interest, the whole of any such non-cash dividend, distribution, payment, right or other interest shall be received and held by the depositing Shareholders for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing Shareholders to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer; and (c) in the case of any cash dividend, distribution or payment in an amount that exceeds the Purchase Price per Calfrac Share payable by the Offeror pursuant to the Offer, the whole of such cash dividend, distribution or payment shall be received and held by the depositing Shareholders for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing Shareholders to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer  (see Section 11 of the Offer, “Changes in Capitalization, Dividends, Distributions and Liens”).

The undersigned irrevocably constitutes and appoints effective at and after the time (the “Effective Time”) that the Offeror takes up the Deposited Calfrac Shares, the Offeror, each director and officer of the Offeror and any other person designated by the Offeror in writing, as the true and lawful agent, attorney, attorney-in-fact and proxy of the holder of the Deposited Calfrac Shares with respect to the Deposited Calfrac Shares, including any Distributions, with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable), in the name of and on behalf of such Shareholder:

The undersigned revokes any and all other authority, whether as agent, attorney, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Calfrac Shares, and agrees that no subsequent authority, whether as agent, attorney, attorney-in-fact, proxy or otherwise will be granted with respect to the Deposited Calfrac Shares or any Distribution by or on behalf of the undersigned unless the Deposited Calfrac Shares are not taken up and paid for in accordance with the terms of the Offer or are withdrawn in accordance with Section 7 of the Offer, “Withdrawal of Deposited Calfrac Shares”.

The undersigned also agrees not to vote any of the Deposited Calfrac Shares at any meeting (whether annual, special or otherwise or any adjournment(s) or postponement(s) thereof, including, without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Calfrac and, except as may be agreed to by the Offeror in writing, not to exercise any of the other rights or privileges attached to the Deposited Calfrac Shares, and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations, consents and directions in respect of all or any of the Deposited Calfrac Shares, and agrees to designate or appoint in any such instruments of proxy, authorizations, consents and directions the person or persons specified by the Offeror as the proxy or proxy nominee or nominees of the holder of the Deposited Calfrac Shares. Upon such appointment, all prior proxies and other authorizations (including, without limitation, all appointments of any agent, attorney or attorney-in-fact) or consents given by the holder of such Deposited Calfrac Shares with respect thereto will be revoked and no subsequent proxies or other authorization or consents may be given by such person with respect thereto.

The undersigned covenants to execute, upon request of the Offeror, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Deposited Calfrac Shares to the Offeror. Each authority herein conferred or agreed to be conferred is, to the extent permitted by applicable Laws, irrevocable and may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by applicable Laws, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of the undersigned.

The Depositary will act as the agent of persons who have deposited Calfrac Shares in acceptance of the Offer for the purposes of receiving payment from the Offeror and transmitting such payment to such persons, and receipt of payment by the Depositary will be deemed to constitute receipt of payment by persons depositing Calfrac Shares under the Offer.

Settlement with each Shareholder who has deposited (and not withdrawn) Calfrac Shares under the Offer that have been taken up and accepted for payment will be made by the Depositary by issuing, or causing to be issued, a cheque payable in Canadian funds in the amount to which the Shareholder depositing Calfrac Shares is entitled.

Unless otherwise directed in this Letter of Transmittal, the cheque will be issued in the name of the registered holder of the Calfrac Shares so deposited. Unless the undersigned instructs the Depositary to hold the cheque for pick-up by checking the appropriate box (Block D) in this Letter of Transmittal, the cheque will be forwarded by first class mail to such Shareholder at the address specified in this Letter of Transmittal. If no such address is specified, the cheque will be sent to the address of the registered holder as shown on the securities register maintained by or on behalf of Calfrac. Cheques mailed in accordance with this paragraph will be deemed to be delivered at the time of mailing. Pursuant to applicable Laws, the Offeror may, in certain circumstances, be required to make withholdings from the amount otherwise payable to a Shareholder. The undersigned understands and acknowledges that under no circumstances will interest accrue, or be paid by the Offeror or the Depositary by reason of any delay in making payments for any Calfrac Shares to any person on account of Calfrac Shares accepted for payment under the Offer.

A Shareholder accepting the Offer by following the procedures for book-entry transfer should contact their intermediary (i.e. broker, investment dealer, trust company, or bank) for instructions and assistance in receiving payment for their Calfrac Shares taken up and accepted for payment.

Any Deposited Calfrac Shares that are not taken up and paid for by the Offeror pursuant to the terms and conditions of the Offer for any reason will be returned, at the Offeror’s expense, to the depositing Shareholder as soon as practicable after the Expiry Time or withdrawal or termination of the Offer by either: (i) sending certificates representing the Calfrac Shares not purchased by first class insured mail to the address of the depositing Shareholder specified in this Letter of Transmittal or, if such name or address is not so specified, in such name and to such address as shown on the securities register maintained by or on behalf of Calfrac; or (ii) in the case of Calfrac Shares deposited by book-entry transfer, pursuant to the procedures set out in Section 3 of the Offer, “Manner of Acceptance – Book-Entry Transfer”, crediting such Calfrac Shares to the account at CDS or DTC, as applicable, from which such book-entry transfer was made.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Offer as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigne, le soussigne est repute avoir requis que tout contrat atteste par l’offre et son acceptation par cette lettre d’envoi, de meme que tous les documents qui s’y rapportent, soient rediges exclusivement en langue anglaise.

This Notice of Guaranteed Delivery must be used to accept the offer dated September 9, 2020 (the “Offer”) made by THRC Holdings L.P. (the “Offeror”), an affiliate of Wilks Brothers, LLC, to purchase all of the issued and outstanding common shares (the “Calfrac Shares”) of Calfrac Well Services Ltd. (“Calfrac”) not already owned by the Offeror or its affiliates, including all Calfrac Shares that may become issued and outstanding after the date of the Offer but before the Expiry Time, if certificate(s) representing the Calfrac Shares to be deposited are not immediately available or if the holder (the “Shareholder”) is not able to deliver the certificate(s) and all other required documents to Laurel Hill Advisory Group (the “Depositary”) at or prior to the Expiry Time at its office specified below. Pursuant to the Offer, Shareholders will receive, for each Calfrac Share held, $0.18 in cash.

The terms and conditions of the Offer and the Letter of Transmittal are incorporated by reference in this Notice of Guaranteed Delivery. Capitalized terms used but not defined in this Notice of Guaranteed Delivery which are defined in the Offer and related Circular dated September 9, 2020 (the “Offer and Circular”) have the respective meanings ascribed thereto in the Offer and Circular. All dollar references in this Notice of Guaranteed Delivery refer to Canadian dollars, except where otherwise indicated.

If a Shareholder wishes to deposit Calfrac Shares under the Offer and (i) the certificate(s) representing the deposited Calfrac Shares (the “Deposited Calfrac Shares”); (ii) the certificate(s) and all other required documents cannot be delivered to the Depositary at or prior to the Expiry Time; or, those Calfrac Shares may nevertheless be deposited validly under the Offer provided that all of the following conditions are met:

An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc.  Medallion Signature Program (MSP).  Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

The undersigned understands and acknowledges that payment for Calfrac Shares deposited and taken up by the Offeror under the Offer will be made only after timely receipt by the Depositary of: (i) certificates representing such Calfrac Shares (or a Book-Entry Confirmation), (ii) a Letter of Transmittal or a facsimile thereof, properly completed and duly executed, with any signatures guaranteed, if so required (or, in the case of a book-entry transfer, a Book-Entry Confirmation and, in the case of DTC accounts, a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any signatures guaranteed, if so required, or an Agent’s Message in lieu of a Letter of Transmittal), and (iii) all other documents required by the Letter of Transmittal prior to 4:00 p.m. (Toronto time) on the third trading day on the TSX after the Expiry Time, in which case receipt must be made by the Depositary, at its office set out herein.

The undersigned also understands and acknowledges that under no circumstances will interest accrue or any amount be paid by the Offeror or the Depositary on the purchase price of the Calfrac Shares purchased by the Offeror under the Offer, regardless of any delay in making such payment, and that the consideration for the Calfrac Shares tendered pursuant to the guaranteed delivery procedures will be the same as that for the Calfrac Shares delivered to the Depositary prior to the Expiry Time, even if the certificate(s) representing all of the Deposited Calfrac Shares to be delivered pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer, “Manner of Acceptance – Procedure for Guaranteed Delivery”, are not so delivered to the Depositary, and therefore payment by the Depositary on account of such Calfrac Shares is not made, until after the take-up and payment for the Calfrac Shares under the Offer.

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery is, to the extent permitted by applicable Laws, irrevocable and may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by applicable Laws, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of the undersigned.

The undersigned hereby deposits with the Offeror, upon the terms and subject to the conditions set forth in the Offer and Circular and the Letter of Transmittal, receipt of which is hereby acknowledged, the Calfrac Shares listed below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer, “Manner of Acceptance – Procedure for Guaranteed Delivery”.