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Notice of Acquisition During a Take-Over Bid

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Notice of Acquisition During a Take-Over Bid

Canada NewsWire

TORONTO, Aug. 30, 2018 /CNW/ -

1.

Security and Reporting Issuer



1.1

State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.




Common Shares ("Shares") of Trinidad Drilling Ltd. (the "Offeree")




Trinidad Drilling Ltd. #400, 250 - 2nd Street S.W.
Calgary, Alberta
T2P 0C1



2.

Identity of the Acquiror



2.1

State the name and address of the acquiror.




Foyston, Gordon & Payne Inc. ("FGP")
1 Adelaide Street East, Suite 2600
Toronto, ON
M5C 2V9



2.2

State the number of securities of the offeree issuer that were beneficially acquired, or over which control or direction was acquired, in the transaction that gave rise to the requirement under section 5.4 to issue the news release.




The Offeree is the target of a take-over bid made by Ensign Energy Services Inc. dated August 30, 2018 to acquire all of the issued and outstanding Shares for a purchase price of $1.68 per Share. As of the close of trading on August 29, 2018, FGP controlled and directed 16,906,567 Shares, representing 6.18% of the issued and outstanding Shares. On August 30, 2018, FGP, acquired control and direction over and additional 204 Shares, resulting in the same total securityholding percentage of 6.18%.



2.3

State the number of securities and the percentage of outstanding securities of the offeree issuer that the acquiror and all persons acting jointly or in concert with the acquiror, have beneficial ownership of, or control or direction over, immediately after the acquisition described in paragraph 2.2.




FGP controls and directs 16,906,771 Shares, representing 6.18% of the issued and outstanding Shares.




FGP is not acting jointly and in concert with any other person in connection with its control and direction over Shares of the Offeree.



3.

Interest in Securities of the Reporting Issuer



3.1

State the number of securities of the offeree issuer that were beneficially acquired, or over which control or direction was acquired, by the acquiror and all persons acting jointly or in concert with the acquiror, since the commencement of the bid.




Since the commencement of the bid, FGP has acquired control and direction over 204 Shares.




FGP is not acting jointly and in concert with any other person in connection with its control and direction over Shares of the Offeree.



3.2

State the purpose of the acquiror and all persons acting jointly or in concert with the acquiror in making the acquisition described in paragraph 2.2, including any intention of the acquiror and all persons acting jointly or in concert with the acquiror to increase the beneficial ownership of, or control or direction over, any of the securities of the offeree issuer.




FGP acquired control and direction over the 204 Shares for investment purposes, in the ordinary course of rebalancing positions in certain discretionary investment accounts and/or pooled investment vehicles managed by FGP.



3.3

State the name of the market in which the acquisition described in paragraph 2.2 took place.




Toronto Stock Exchange.



3.4

 Exemption




If the acquiror relies on an exemption found in section 5.7 of National Instrument 62-104 describe the facts supporting that reliance.




Not applicable



4.0

 Certification




The acquiror must certify that the information is true and complete in every respect. In the case of an agent, the certification is based on the agent's best knowledge, information and belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.




This report must be signed by each person on whose behalf the report is filed or his authorized representative.




It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.

 

SOURCE Foyston, Gordon & Payne Inc.

View original content: http://www.newswire.ca/en/releases/archive/August2018/30/c5487.html

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