CORPORATE PRESENTATION | JANUARY 17, 2017
A preliminary short form prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authoritiesin British Columbia, Alberta, Manitoba and Ontario. A copy of the preliminary short form prospectus, and any amendment, is required to be delivered with this document. Thepreliminary short form prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short formprospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short formprospectus, the final short form prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investmentdecision.
The information contained in this corporate presentation (the "Presentation") is based on public information and Aveda Transportation and Energy Services Inc.'s ("Aveda" or the "Company")information. The information contained in this Presentation does not purport to be all-inclusive or to contain all information that prospective investors may require. The information contained inthis Presentation is not intended to provide financial, tax, legal or accounting advice. Prospective investors are encouraged to conduct their own analysis and reviews of the Company, of the terms ofthe offering of the securities under the short form prospectus, including the merits and the risks involved, and of the information contained in this Presentation. Without limitation, prospectiveinvestors should read the entire short form prospectus and consider the advice of their financial, legal, accounting, tax and other advisors and such other factors they consider appropriate ininvestigating and analyzing the Company. An investor should rely only on the information contained in the short form prospectus (which includes this Presentation) and is not entitled to rely onparts of the information contained in the short form prospectus to the exclusion of others. The Company has not, and the underwriters have not, authorized anyone to provide investors withadditional or different information. If anyone provides an investor with additional or different or inconsistent information the investor should not rely on it.
Cautionary Language
No securities regulatory authority has expressed an opinion about the securities offered and it is an offence to claim otherwise. The short form prospectus constitutes a public offering of thesecurities offered only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any U.S. state securities laws. Accordingly, except aspermitted by the Agency Agreement (as defined in the preliminary short form prospectus) and pursuant to exemptions from the registration requirements of the 1933 Act and applicable U.S. statesecurities laws, the securities may not be offered, sold or delivered, directly or indirectly, within the United States (as such term is defined in Regulation S under the 1933 Act). The short formprospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities within the United States. See "Plan of Distribution" in the preliminary short form prospectus.
Information has been incorporated by reference in the preliminary short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of thedocuments incorporated by reference therein may be obtained on request without charge from the Chief Financial Officer of Aveda Transportation and Energy Services Inc. at 300, 435 – 4th AvenueS.W., Calgary, Alberta, Canada, T2P 3A8, Telephone (403) 264-5769 and electronically at www.sedar.com. See "Documents Incorporated By Reference" in the preliminary short form prospectus.There is no minimum amount of funds that must be raised under the offering. This means that the Company could complete the offering after raising only a small proportion of the offering amountset out on the cover page of the short form prospectus.
Forward Looking Statements
This Presentation contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicableCanadian securities laws. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use ofwords such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words,including negatives thereof, suggesting future outcomes.
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DISCLAIMER
DISCLAIMER (CONT’D)DISCLAIMER (CONT’D)Various material factors and assumptions are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those material factors andassumptions are based on information currently available to Aveda, including information obtained from third party industry analysts and other third party sources. In some instances, materialassumptions and material factors are presented elsewhere in this Presentation in connection with the forward-looking statements. Readers are cautioned that the following list of material factorsand assumptions is not exhaustive. Specific material factors and assumptions include, but are not limited to: the performance of Aveda’s businesses, including current business and economic trends;oil and natural gas commodity prices and production levels; capital expenditure programs and other expenditures by Aveda and its customers; the ability of Aveda to retain and hire qualifiedpersonnel in Canada and the United States; the ability of Aveda to obtain parts, consumables, equipment, technology, and supplies in a timely manner to carry out its activities; the ability of Avedato maintain good working relationships with key suppliers; the ability of Aveda to market its services successfully to existing and new customers; the ability of Aveda to retain customers post-acquisitions; the ability of Aveda to obtain timely financing on acceptable terms and the receipt of regulatory approval for proposed financings; currency exchange and interest rates; risks associatedwith foreign operations; changes under governmental regulatory regimes and tax, environmental and other laws in Canada and the United States; and a stable competitive environment.
Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statementsnecessarily involve known and unknown risks and uncertainties, which may cause Aveda’s actual performance and financial results in future periods to differ materially from any projections offuture performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks identified by Aveda’s annualinformation form and management discussion and analysis for the year ended December 31, 2015 (the "MD&A") and contained in the short form prospectus thereto filed on SEDAR atwww.sedar.com. Any forward-looking statements are made as of the date hereof and, except as required by law, Aveda assumes no obligation to publicly update or revise such statements to reflectnew information, subsequent or otherwise.
The forward-looking statements contained in this Presentation are made as of the date on the front page and the Company assumes no obligation to update publicly or to revise any of the includedforward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. Certain information contained herein isbased on, or derived from, information provided by independent third-party sources. The Company believes that such information is accurate and that the sources from which it has been obtainedare reliable. The Company cannot guarantee the accuracy of such information, however, and has not independently verified the assumptions on which such information is based. The Company doesnot assume any responsibility for the accuracy or completeness of such information.
Non-International Financial Reporting Standards Measures
This Presentation may contain the terms Adjusted EBITDA and working capital which are defined in the MD&A. These measures are commonly utilized in the oilfield services industry and areconsidered informative for management and stakeholders. Neither working capital nor Adjusted EBITDA have a standardized meaning prescribed by international financial reporting standards("IFRS") and therefore Aveda's calculations may not be comparable with the calculation of similar measures for other entities. Management uses Adjusted EBITDA to analyze the operatingperformance of businesses. Adjusted EBITDA as presented is not intended to represent cash provided by operating activities, net earnings or other measures of financial performance calculated inaccordance with IFRS.
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OUR HISTORY Founded in 1994 as Phoenix Oilfield Hauling Inc. Went public on the TSX Venture Exchange in 2006. Renamed Aveda Transportation and
Energy Services (TSX-V: AVE) Grew significantly through strategic acquisitions and organic expansion, making Aveda the
largest rig moving company in North America; most recently:- 2012: Organic expansion into South Texas (Pleasanton, TX) and West Texas (Midland, TX);
Acquisition of Complete Energy Service Inc. rental assets in Alberta- 2013: Organic expansion into Utica Shale region (NE USA); Acquisition of Belair Rentals assets
in Alberta- 2014: Organic expansion into Mid-Continent (Oklahoma); Acquisitions of M&K rig moving and
rentals assets in North Dakota, and Precision Drilling’s rig moving assets in Texas- 2015: Acquisition of Hodges Trucking Company, L.L.C.’s rig moving assets located across the
USA- 2016: Increased footprint in Permian with addition of second terminal, and organic growth into
Florida highway trucking
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MANAGEMENT TEAM
Ronnie Witherspoon – President and CEO Over 20 years of oilfield industry experience Former President of Superior Well Services and Executive Vice President of Nabors Completion and Production
Services
Bharat Mahajan – VP, Finance and CFO Former CFO of several oilfield service companies, including Wellpoint Systems Inc. and Norex Exploration
Services Inc. Held several positions with Magna International overseeing various international growth initiatives
Tom Halliday – VP, USA Operations Over 40 years of oilfield industry experience Former rig manager for Shell and senior manager with Nabors and Baker Hughes
Les Ovelson – VP, Canada Operations Over 25 years of oilfield industry experience Former COO of ATK Oilfield Transportation and senior manager with KOS Oilfield Transportation
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BOARD OF DIRECTORSDavid Werklund, Executive Chairman Strong history of founding and growing companies both organically and through acquisitions
‒ Founder and Chairman of Tervita Corporation (previously named CCS Corporation); privatized in 2007 for C$3.5B (largesttrust privatization in Canadian history)
‒ Founder and Executive Chairman of Werklund Capital Corp.
‒ Co-Founder of Concord Well Servicing
2013 Calgary Business Hall of Fame Laureate 2005 Ernst & Young’s Canadian Entrepreneur of the Year
Stefan Erasmus President of Werklund Capital Corporation Former CFO for a public independent power
producer
Doug McCartney Managing Partner, Burstall Winger Zammit LLP Extensive experience in securities and corporate
finance and commercial law
Paul Shelley Consultant for corporate finance, as well as
mergers, acquisitions and divestures Former manager of special loans at RBC
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Track Record of Growth - Revenue Track Record of Growth – Adjusted EBITDA
Significant Adjusted EBITDA ImprovementQ3 2015 vs Q3 2016
Exposure to Resilient US Market/Strong Dollar
INVESTMENT HIGHLIGHTS
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Rig countDECREASE
40%
Adjusted EBITDAINCREASE
$7M
(1)
(1) Active rigs within 100 miles of Aveda terminals
Q32016
Q32014
Q32015
INDUSTRY TURNAROUND
8(1) Active rigs within 100 miles of Aveda terminal.(2) Baker Hughes rig count as at December 23, 2016.(3) EIA.gov website (U.S. Energy Information Administration).
(1), (2)
(2)
(3)
WHAT ARE THE RIG OPERATORS SAYING
1Nabors Industries Ltd. Press Release October 25, 2016 | 2 Helmerich & Payne Inc. Press Release July 28, 2016 | 3Precision Drilling Corp Press Release October 21, 20169
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“After a challenging downturn, we areexperiencing SIGNIFICANT UTILIZATION
INCREASES in our Lower 48 market”
Anthony Petrello, Nabors Chairman, President, and CEO
“Even though oil prices have pulled back overthe past several weeks, it is encouraging tostill see signs of OPTIMISM in the market”
John Lindsay, Helmerich & Payne President and CEO
"Customer sentiment has SUBSTANTIALLYIMPROVED.……This improved outlook is evident in the
conversations we are having with customers, but more importantlyin our ACTIVITY INCREASES, recent contract bookings and
IMPROVING PRICING environment”
Kevin Neveu, Precision Drilling President, and CEO
Capitalization Balance Sheet Summary
Historical High Share Price (September 10, 2014) $5.85 Operating Line Available ($MM)(1) $37.7
Current Share Price (January 13, 2017) $1.08 Property and Equipment per Balance Sheet ($MM)(1) $101.2
Tangible Asset Value per Share(1) $1.44 FMV of Property and Equipment ($MM)(4) $114.1
Shares Outstanding Diluted (MM)(1) 19.1 Working Capital ($MM)(1) $9.6
Shareholders’ Equity ($MM) (1) $28.1
Debt to Equity (1) 3:1
Market Capitalization ($MM)(6) $20.6
Loans and Borrowings ($MM) (1) (2) $47.8 Shareholder Summary
Long Term Note Payable ($MM) (1) (3) $35.4 Werklund Capital Corporation andWerklund Ventures Ltd(5)
40.3%
Enterprise Value ($MM) $103.8 Invesco Canada Ltd (5) 10.2%
(1) Calculated by the Corporation as of September 30, 2016.(2) Loans and Borrowings due May 31, 2019. No covenant test as long as excess availability, including supressed availability is greater than $20M. Excess availability at September 30, 2016 is $37.7M.(3) Long Term Note Payable due June 15, 2020. No principal repayment required until maturity date. Bears interest at 9% per annum.(4) Independent appraisal report dated September 29, 2016 by Gordon Brothers Asset Advisors, LLC (dba Gordon Brothers-AccuVal).(5) As further described in the management information circular of Aveda dated September 23, 2016 and filed on SEDAR on October 11, 2016.(6) Closing price on the TSX Venture Exchange as at January 13, 2017.
CAPITALIZATION SNAPSHOT (TSX-V: AVE)
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Map Legend
Oil Focused
NGL Focused
(1) Active rigs on or aboutDecember 23, 2016 (source:Baker Hughes)
(2) Aveda’s research suggests thateach rig moves an average of 17times per year at an averagecost of $75K. Based on theNorth American rig count of846, the estimated value of themarket is $1.1B
(3) US Corporate Office(4) New Terminal added in Q3 2016
to serve Permian Basin
NORTH AMERICAN OPERATIONS
Permian(202 Rigs)
Williston/Bakken (32 Rigs)
WCSB (164 Rigs)
Eagle Ford(45 Rigs)
Anadarko (79 Rigs)Colorado (28 Rigs)Expansion Opportunity
Houston, TX (3)Houston, TX (3)
Midland, TXMidland, TX
Pleasanton, TXPleasanton, TX
Oklahoma City, OKOklahoma City, OK
Calgary, ABCalgary, AB
Edson, ABEdson, AB
Leduc, ABLeduc, ABWilliston, NDWilliston, ND
There are 851 Active Rigs in North America(1) representing an estimated market size of $1.1B(2). Aveda’scurrent terminal locations cover over 70% of the potential North American market
Marshall, TXMarshall, TXHaynesville (34 Rigs)
Marcellus/Utica (51 Rigs)
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Pecos, TX (4)Pecos, TX (4) LARGEST RIG MOVING COMPANYIN NORTH AMERICA
Williamsport, PAWilliamsport, PACasper, WYCasper, WY
Uinta/Wamsutter(19 Rigs)
BUSINESS UNIT OVERVIEW
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(1) Terminals in the Marcellus Basin were temporarily suspended in early 2016(2) New terminal added in the Permian Basin in Q3 to increase exposure to growing market
(2)
Aveda has a diversified revenue base across all of the major US Basins which in aggregate account forover 90% of the company’s revenue.
(1)
A company-wide philosophy based on over 20 years of rig moving experience (the bestpeople, working safely, using the best equipment = industry leading results)
THE “AVEDA WAY”
An IndustryLeader
An IndustryLeader
SAFETY‒ Zero incident rate mentality (TRIR .69 at September 2016)
‒ Among the most advanced/developed safetyprograms in the industry
PEOPLE‒ One of the lowest turn-over rates in the industry
‒ Competitive wages, on-going development opportunities androom for advancement attract top talent
EQUIPMENT‒ Among the most modern fleets in the industry
‒ Strict maintenance policy
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Blue Chip Customer Base
OILFIELD HAULING OVERVIEW
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One of the largest and youngestfleets in the industry:1,332 pieces of equipment6 years – average age of keypower units (tractors/bedtrucks/cranes)
Blue Chip Customer Base
OILFIELD RENTALS OVERVIEW
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Over 1,100 Pieces ofmodern, well-maintainedequipment
COMPANY PERFORMANCE
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Rig counts DOWN 40%in the same period
(1) Baker Hughes rig count as at December 23, 2016.
NewManagement
Team
NewManagement
Team
(1)
KEY TAKEAWAYS Well positioned to take advantage of the recovery
– Access to over 70% of growing North American rig count– Exposure to resilient US market
• 92% of Q3 2016 revenue generated in US market– Large footprint in the Permian Basin
• Recently added a second terminal• 33% of Q3 2016 revenue generated in Permian
– Inflection point• Revenue & Adjusted EBITDA on the rise
– Track record for growth
Strong management team– 20 to 40 years of industry experience– Deep rooted customer relationships– David Werklund owns 40%
Focus on reducing leverage– EBITDA contribution– Public markets
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Bharat Mahajan, CPA, CAVP Finance & Chief Financial Officer
Aveda Transportation and Energy ServicesSuite 300, 435 – 4th Avenue SW
Calgary, AB T2P 3A8(403) 264-5769
Ronnie WitherspoonPresident & Chief Executive Officer
Aveda Transportation and Energy ServicesSuite 1200, 333 N. Sam Houston Parkway E.
Houston, TX 77060(832) 937-5334
CONTACT
Aveda Board Members:
David WerklundExecutive Chairman of Werklund
Capital Corporation
Stefan ErasmusPresident, Werklund Capital
Corporation
Doug McCartneyManaging Partner, Burstall Winger
Zammit LLP
Paul ShelleyIndependent Businessman
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