May 15, 2019

QMax Solutions Inc. (the “Company” or “QMax”) announced today that it is commencing, subject to market and other conditions, an offering of $225 million aggregate principal amount of Secured Notes due 2024 (the “Notes”) through its direct wholly owned subsidiary, QMax Financial Holdings Inc.  The Company intends to use the proceeds from the offering to (i) fund a portion of the consideration for an upcoming acquisition (the “Acquisition”), (ii) repay outstanding indebtedness of the Company, (iii) buy out certain existing equipment leases and (iv) pay fees and expenses in connection with the offering and the Acquisition.

The offering will be made solely by means of a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons in offshore transactions pursuant to Regulation S under the Securities Act.

The Notes to be issued in the offering have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities nor will there be any sales of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “projects,” “plans,” “anticipates,” “seeks,” “expects,” “intends,” “may,” “might,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.  They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, the industry in which we operate and potential acquisition.  While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this press release.  Any forward-looking statement that we make in this communication speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments except as required under applicable law.

About QMax Solutions Inc.

QMax is a leading multi-national oilfield services provider focused exclusively on the drilling fluids cycle. QMax’s product and service offerings include drilling fluids, solids control and waste management solutions to onshore and offshore upstream oil and gas drilling and producing companies, which include national oil companies, international oil and gas customers and independent oil and gas companies, in North America, Latin America and the Middle East/Africa.

Investor Relations Contact:

Steve Manz
Senior Vice President and Chief Financial Officer
Tel: (832) 672-4477