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Reeflex Solutions M&A Activity 2025

Dec 17, 2025

48104_rns_2025-12-17_38ce47e6-1019-405e-aaec-5c8d21efeeea.pdf

M&A Activity

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NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 – Continuous Disclosure Obligations

  1. Names of the parties to the transaction:

STEP Energy Services Ltd. ("STEP")

2659160 Alberta Ltd. (the "Purchaser")

ARC Energy Fund 8 Canadian Limited Partnership, ARC Energy Fund 8 United States Limited Partnership, ARC Energy Fund 8 International Limited Partnership and ARC Capital 8 Limited Partnership (collectively, "ARC Energy Fund 8" and, together with the Purchaser, the "Purchaser Parties")

  1. Description of the transaction:

On December 16, 2025, the Purchaser Parties acquired all of the issued and outstanding common shares of STEP (the "Shares"), other than those Shares owned, controlled or directed, directly or indirectly, by ARC Energy Fund 6 Canadian Limited Partnership, ARC Energy Fund 6 United States Limited Partnership, ARC Energy Fund 6 International Limited Partnership and ARC Capital 6 Limited Partnership (collectively, "ARC Energy Fund 6"), the Purchaser Parties, or any other person controlled or managed, directly or indirectly, by ARC Financial Corp. (such persons together with ARC Energy Fund 6 and ARC Energy Fund 8, the "ARC Funds"), pursuant to a statutory plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the "Arrangement"). The Arrangement was completed on December 16, 2025 (the "Effective Date").

On the Effective Date, all of the Shares (that were not already owned by the ARC Funds) were acquired by the Purchaser for cash consideration of $5.50 per Share.

The Shares were delisted from the Toronto Stock Exchange effective as of the close of business on December 17, 2025.

  1. Effective date of the transaction:

December 16, 2025.

  1. Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity:

Following closing of the Arrangement, STEP is wholly owned by the ARC Funds. STEP has made an application to cease to be a reporting issuer in all jurisdictions where it is a reporting issuer, being all of the provinces of Canada.

  1. Date of the reporting issuer's first financial year-end after the transaction if paragraph (a) or subparagraph (b)(ii) of Section 4.9 of National Instrument 51-102 (the "Instrument") apply:

Not applicable.


  • 2 -

  • Periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer's first financial year after the transaction, if paragraph (a) or subparagraph (b)(ii) of Section 4.9 the Instrument apply:

Not applicable.

  1. Documents filed under the Instrument that describe the transaction and where those documents can be found in electronic format, if paragraph (a) or subparagraph (b)(ii) of Section 4.9 of the Instrument apply:

Not applicable.

  1. Date of notice:

December 17, 2025.