ARC Energy Fund 8 Completes Take-Private Acquisition of STEP Energy Services Ltd.

CALGARY, Alberta--(BUSINESS WIRE)--STEP Energy Services Ltd. ("STEP") (TSX:STEP) and 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”), a private equity fund advised by ARC Financial Corp. (“ARC”), are pleased to announce the successful closing of the previously announced take-private transaction involving STEP. The transaction was completed by way of a plan of arrangement under section 193 of the Business Corporations Act (Alberta) (the “Arrangement”) involving STEP, ARC Energy Fund 8 and 2659160 Alberta Ltd., a corporation wholly owned by the limited partnerships comprising ARC Energy Fund 8 (the “Purchaser” and, together with ARC Energy Fund 8, the “Purchaser Parties”).

Pursuant to the terms of the Arrangement, the Purchaser Parties acquired all of the issued and outstanding common shares in the capital of STEP (“Shares”) that were not already owned, controlled or directed, directly or indirectly, by ARC Energy Fund 8 or ARC Energy Fund 6 Canadian Limited Partnership, ARC Energy Fund 6 United States Limited Partnership, ARC Energy Fund 6 International Limited Partnership or ARC Capital 6 Limited Partnership (collectively, “ARC Energy Fund 6”) for cash consideration of $5.50 per Share (the “Consideration”). This acquisition of Shares by ARC Energy Fund 8 triggers the early warning requirements pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”).

STEP has applied to delist the Shares from the Toronto Stock Exchange (“TSX”), and it is expected that the Shares will be delisted from the TSX as of the close of business on or about December 17, 2025. STEP has also applied to the applicable securities regulatory authorities to cease to be a reporting issuer in each province of Canada.

The Arrangement is more particularly described in STEP’s management information circular dated October 28, 2025, a copy of which is available under STEP’s SEDAR+ profile at www.sedarplus.ca.

EARLY WARNING DISCLOSURE

This press release is also issued by ARC Energy Fund 8 pursuant to NI 62-103 in respect of their holdings in STEP.

Immediately prior to the completion of the Arrangement, ARC Energy Fund 8 held an aggregate of 26,654,454 Shares, representing approximately 36.56% of the then outstanding Shares, and ARC Energy Fund 6 held an aggregate of 13,588,546 Shares, representing approximately 18.64% of the then outstanding Shares. Collectively, ARC Energy Fund 8 and ARC Energy Fund 6, both of which are private equity funds advised by ARC, owned, controlled or directed, directly or indirectly, an aggregate of 40,243,000 Shares, representing approximately 55.20% of the then outstanding Shares.

Pursuant to the Arrangement, ARC Energy Fund 8 acquired 24,700,000 Shares and the Purchaser acquired 7,958,832 Shares. ARC Energy Fund 6 retained the 13,588,546 Shares held by it prior to the completion of the Arrangement.

Following the completion of the Arrangement on December 16, 2025, ARC Energy Fund 8 now owns, controls or directs, an aggregate of 51,354,454 Shares, representing 70.44% of all outstanding Shares, and the Purchaser now owns, controls or directs, an aggregate of 7,958,832 Shares, representing 10.92% of all outstanding Shares. ARC Energy Fund 8, ARC Energy Fund 6 and the Purchaser now collectively own, control or direct, directly or indirectly, 100% of all outstanding Shares.

STEP’s address is Bow Valley Square II 1200, 205 5th Ave SW, Calgary, AB T2P 4B9. A copy of ARC Energy Fund 8’s related early warning report will be filed with the applicable securities commissions and will be filed under STEP’s SEDAR+ profile at www.sedarplus.ca. Further information and a copy of the early warning report of ARC Energy Fund 8 may be obtained by contacting Tanya Causgrove at [phone] (ARC Energy Fund 8, 4300 400 3rd Ave SW, Calgary, AB T2P 4H2).

ADVISORS AND COUNSEL

RBC Capital Markets acted as lead financial advisor and ATB Capital Markets acted as co-financial advisor to ARC. Norton Rose Fulbright Canada LLP acted as legal advisor to ARC.

ATB Financial acted as sole lead arranger and bookrunner for the fully underwritten secured senior credit facilities which supported the Purchaser Parties’ take-private acquisition of STEP under the Arrangement.

Peters & Co. Limited acted as financial advisor to the Special Committee of STEP. Ernst & Young LLP acted as the independent valuator to the Special Committee. Burnet, Duckworth & Palmer LLP acted as legal advisor to the Special Committee.

Stikeman Elliott LLP acted as legal advisor to STEP.

FORWARD-LOOKING INFORMATION & STATEMENTS

Certain statements in this press release constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking statements”). In some cases, forward-looking statements are identifiable by the terminology used, such as “will”, “expect”, “intends”, “may” or other similar words suggesting future outcomes or an outlook. Forward-looking statements in this press release include, but are not limited to, express and/or implied statements pertaining to: the delisting of the Shares from the TSX, including the expected timing of the delisting; STEP’s intention to cease to be a reporting issuer and any changes to the reporting issuer status of STEP; and the filing of an early warning report.

The forward-looking statements contained in this press release are based on a number of assumptions which may prove to be incorrect. Although ARC Energy Fund 8 and STEP believe that the expectations reflected in such forward-looking statements are reasonable based on the information available at the time of this press release, undue reliance should not be placed on any such statements as ARC Energy Fund 8 and STEP can give no assurance that such expectations will prove to be correct. Forward-looking statements are based on expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by ARC Energy Fund 8 and STEP and described in the forward-looking statements.

The forward-looking statements contained in this press release are made as of the date hereof and, except as required by applicable securities law, ARC Energy Fund 8 and STEP undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.

ABOUT STEP

STEP is an energy services company that provides coiled tubing, fluid and nitrogen pumping and hydraulic fracturing solutions. Our combination of modern equipment along with our commitment to safety and quality execution has differentiated STEP in plays where wells are deeper, have longer laterals and higher pressures. STEP has a high-performance, safety-focused culture and its experienced technical office and field professionals are committed to providing innovative, reliable and cost-effective solutions to its clients.

Founded in 2011 as a specialized deep capacity coiled tubing company, STEP has grown into a North American service provider delivering completion and stimulation services to exploration and production companies in Canada and the U.S. Our Canadian services are focused in the Western Canadian Sedimentary Basin, while in the U.S., our coiled tubing services are focused in the Permian and Eagle Ford in Texas, the Uinta-Piceance, and Niobrara-DJ basins in Colorado and the Bakken in North Dakota.

Our four core values - Safety, Trust, Execution and Possibilities - inspire our team of professionals to provide differentiated levels of service, with a goal of flawless execution and an unwavering focus on safety.

ABOUT ARC FINANCIAL CORP.

Founded in 1989, ARC is committed to building high-performing businesses that address the world's energy and sustainability needs. ARC provides growth capital to companies across the energy spectrum with high quality management teams. To date, ARC has raised over CAD $6.4 billion across eleven energy focused private equity funds and invested in more than 180 companies.

For more information please visit:

Web: www.arcfinancial.com