Bonnett's Energy Services Trust Approves Arrangement Agreement in connection with Conversion to a Corporation

CALGARY, May 31, 2011 /CNW/ - Bonnett's Energy Services Trust (TSX: BT.UN) (the "Trust") announces that the board of directors of Bonnett's Energy Services Ltd. ("Bonnett's"), administrator of the Trust, has approved the entering into of an arrangement agreement (the "Arrangement Agreement") among the Trust, Bonnett's Holding Trust, Bonnett's and Bonnett's Energy Corp. ("New Bonnett's") setting out the terms of the Trust's conversion to a corporate structure by way of a statutory plan of arrangement (the "Arrangement") under section 193 of the Business Corporations Act (Alberta).  Details of the proposed conversion were first announced on May 6, 2011.  If approved, the Arrangement would result in the reorganization of the Trust's trust structure into a publicly listed corporation named Bonnett's Energy Corp. which will continue to carry on, directly and indirectly, the business carried on by the Trust and its subsidiaries.  Unitholders will receive, for each trust unit held, one common share of New Bonnett's on the effective date of the Arrangement.  Optionholders will receive, for each option held, a new option to purchase the number of New Bonnett's common shares which is equal to the number of trust units subject to the Trust option being exchanged, at an exercise price per New Bonnett's common share equal to the exercise price per trust unit under the Trust option being exchanged, and their existing Trust option will be cancelled. The term to expiry and vesting schedule of the New Bonnett's options will be the same as the Trust options being exchanged and cancelled.  The Arrangement Agreement was executed on May 25, 2011.  An information circular containing additional details about the Arrangement will be mailed to unitholders and optionholders.  A copy of the Arrangement Agreement will be included in the information circular.

After due consideration of the financial and other impacts of the Arrangement, including the terms of the Arrangement Agreement, the potential impact on the Trust, unitholders and optionholders, employees as well as other relevant matters, the board of directors of Bonnett's has unanimously determined that the Arrangement is in the best interests of the Trust, unitholders and optionholders and is fair to unitholders and optionholders.  The board of directors recommends that unitholders and optionholders vote in favour of the Arrangement.

The Trust, Bonnett's Holding Trust, Bonnett's and New Bonnett's applied to the Court of Queen's Bench of Alberta for an interim order to commence the process of securing the required court and unitholder and optionholder approvals for the Arrangement.  The interim order was granted on May 27, 2011.  A copy of the interim order will also be included in the information circular.  The Arrangement is subject to final court approval, as well as approval by (i) not less than two-thirds of the votes cast by unitholders and optionholders, in person or by proxy, voting together as a single class at the meeting, and (ii) not less than two-thirds of the votes cast by unitholders, in person or by proxy, at the meeting.  Subject to the receipt of all necessary approvals, Bonnett's expects that the Arrangement will be effective on or about June 30, 2011.

Bonnett's Energy Services is a diversified Trust, providing wireline and testing services, fishing and oilfield rentals in the Western Canadian Sedimentary Basin.  Bonnett's Energy Services is a publicly traded Trust listed on the Toronto Stock Exchange under the symbol "BT.UN".

Cautionary Statement Regarding Forward-Looking Information

This press release contains certain forward-looking statements within the meaning of applicable Canadian provincial securities laws.  All statements, other than statements of historical fact, are forward-looking statements or information.  When used in this press release, the words "anticipate", "will", "believe", "estimate", "expect", "intend", "target", "plan", "goals", "objectives", "pro forma", "forecast", "schedule", "may" and other similar words and expressions, identify forward-looking statements or information.  These forward-looking statements or information relate to, among other things: the approval of the Arrangement by unitholders and optionholders; the completion of the Arrangement; Bonnett's ability to obtain the third party, regulatory and court approvals required in order to complete the Arrangement; the listing of the common shares of New Bonnett's on the Toronto Stock Exchange; and the timing of the completion of the Arrangement.  These statements reflect the current views of Bonnett's with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Bonnett's, are inherently subject to significant business, economic, political and social uncertainties and contingencies.  Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements contained in this press release and Bonnett's has made assumptions based on or related to many of these factors.  Such factors include, without limitation risks relating to the ability of the Trust, Bonnett's Holding Trust, Bonnett's and New Bonnett's to satisfy the conditions precedent to the completion of the Arrangement, some of which are outside the control of Bonnett's, including receipt of unitholder and optionholder approval at the meeting, third party approvals, regulatory approvals, approval by the Toronto Stock Exchange of the substitutional listing of the New Bonnett's common shares to be issued pursuant to the Arrangement, approval of the transactions contemplated by the Arrangement by Bonnett's principal lenders, the final order of the Court of Queen's Bench of Alberta, the ability of the Trust to complete the Arrangement on a fully tax-deferred basis to the Trust and unitholders, and those factors that have been identified under the caption "Risk Factors" in the Trust's Annual Information Form filed on SEDAR at  Although Bonnett's has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended.  Bonnett's does not intend and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances where any other events affecting such statements or information, other than as required by applicable securities laws.  Unitholders and optionholders are cautioned against attributing undue reliance on forward-looking statements or information.

SOURCE Bonnett's Energy Services Trust

For further information:

Additional information can be obtained by contacting the Trust at Bonnett's Energy Services Ltd., R.R. 2, Site 33, Box 1, Grande Prairie, Alberta, T8V 2Z9. Information is also available at the Trust's website at or by contacting Murray Toews, Chief Executive Officer at (780) 513-3400 or David Ross, Chief Financial Officer at (403) 264-3010, Fax: (403) 693-0093, E-mail:

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Bonnett's Energy Services Trust

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