Western Energy Services Corp. Announces Share Consolidation, Rights Offering and Private Placement



    
    /NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
    UNITED STATES/
    

    CALGARY, Sept. 5 /CNW/ - Western Energy Services Corp. ("Western" or the
"Company") announces that given the continuing weakness in the Canadian oil &
gas services sector, Western has been able to identify a number of
opportunities to acquire equipment required to service its clients' needs at
prices materially below replacement cost. Western has identified and sourced
specific equipment that it can purchase for an aggregate purchase price of
$2.5 - $3.5 million. Western intends on raising funds for these potential
purchases, and for general corporate purposes, through a combination of the
sale of non-core assets, a rights offering and a non-brokered private
placement financing, details of which financings are discussed below. Western
has realized approximately $1.5 million within the last 60 days from non-core
asset sales, which amount is to be applied toward the planned equipment
purchases. The balance of funds for equipment purchases will be raised in the
rights offering and the private placement, with the gross aggregate proceeds
from these financings expected to not exceed $2 million.
    Further to these financing plans, Western announces that the
consolidation (the "Consolidation") of common shares of the Company (the
"Common Shares"), as approved at the Company's annual general meeting on
June 25, 2008, will be implemented after market close on Friday, September 5,
2008. Pursuant to the Consolidation, twelve pre-Consolidation Common Shares
will be exchanged for one post-Consolidation Common Share. The
post-Consolidation shares will begin trading on the TSX Venture Exchange
("TSXV") on Monday September 8, 2008 under the symbol "WRG". On a
post-Consolidation basis, the Company will have 14,000,580 Common Shares
outstanding. Registered holders of Common Shares were previously mailed a
Letter of Transmittal in respect of the Consolidation. Registered holders
should submit their Common Share certificates, together with the duly
completed and signed Letter of Transmittal, to the Company's transfer agent as
per the instructions in the Letter of Transmittal.
    Western shall be proceeding with a rights offering to shareholders of the
Company (the "Rights Offering"). Pursuant to the Rights Offering, each holder
of Common Shares will receive one right (a "Right") for every Common Share (on
a post-Consolidation basis) held. For every 4 Rights held a holder thereof
will be entitled to purchase one additional Common Share. The price (the
"Exercise Price") at which the Rights may be exercised to purchase one Common
Share will be set at a later date (expected to be within the next 7 to 10
business days) and shall be determined based upon the post-Consolidation
trading price of the Common Shares and in compliance with all regulatory
requirements. It is expected that the Exercise Price shall be at a discount to
the then market price of the Common Shares. Pursuant to the Rights Offering a
maximum of approximately 3.5 million Common Shares (on a post-Consolidation
basis) can be issued representing less than 25% of the issued and outstanding
post-Consolidation Common Shares. The commencement and completion of the
Rights Offering is subject to receiving all necessary regulatory and TSXV
approvals. The directors and officers of Western intend on subscribing for
Common Shares in the Rights Offering to the full extent of their existing pro
rata ownership of Common Shares.
    Western shall also be carrying out a non-brokered private placement (the
"Private Placement"). The Company will be issuing Common Shares (on a
post-Consolidation basis) in the Private Placement at a price per share equal
to the Exercise Price of the Rights. Western intends on closing the Private
Placement on or about the same time as the Rights Offering.
    The Company shall announce further information respecting the Rights
Offering and the Private Placement, including the Exercise Price, the record
date and the expiry date of the Rights and the issue price of the shares in
the Private Placement, in due course.

    This news release does not constitute an offer to sell securities, nor is
it a solicitation of an offer to buy securities, in any jurisdiction. All
sales will be made through registered securities dealers in jurisdictions
where the offering has been qualified for distribution. The securities offered
are not, and will not be, registered under the securities laws of the United
States of America, nor any state thereof and may not be sold in the United
States of America absent registration in the United States or the availability
of an exemption from such registration.

    This news release does not constitute an offer to sell securities, nor is
it a solicitation of an offer to buy securities, in any jurisdiction. All
sales will be made through registered securities dealers in jurisdictions
where the offering has been qualified for distribution. The securities offered
are not, and will not be, registered under the securities laws of the United
States of America, nor any state thereof and may not be sold in the United
States of America absent registration in the United States or the availability
of an exemption from such registration.

    Forward Looking Statements

    This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe",
"plans", "intends" and similar expressions are intended to identify
forward-looking information or statements. More particularly and without
limitation, this press release contains forward-looking statements and
information concerning the purchase of energy services equipment, potential
financings and various matters in connection with such potential financings.
The forward-looking statements and information are based on certain key
expectations and assumptions made by Western, including expectations and
assumptions concerning the purchase of energy services equipment, potential
financings and various matters in connection with such potential financings.
Western has made such expectations and assumptions on factors it believes are
reasonable at this time, including assumptions as to the timing of receipt of
the necessary regulatory approvals. Although Western believes that the
expectations and assumptions on which such forward-looking statements and
information are based are reasonable at the date of this press release, undue
reliance should not be placed on the forward looking statements and
information as Western can give no assurance that they will prove to be
correct. Since forward-looking statements and information address future
events and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These factors include
failure to obtain the required regulatory approval and other.
    Readers are cautioned that the foregoing list of factors is not
exhaustive. The forward-looking statements and information contained in this
press release are made as of the date hereof and Western undertakes no
obligation to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or
otherwise, unless so required by applicable securities laws.

    
    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.
    





For further information:

For further information: Additional information relating to the Company
is filed on SEDAR at www.sedar.com. Please visit the web site: www.wesc.ca or
contact: Jim McQuarrie, President & CEO, or Nick Pohorelic, CFO at (403)
266-0667. If you would like to receive future information releases by email
please provide your email address to ir@wesc.ca


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