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Last updated on April 19, 2014 at 1:20 EDT

Trimac Announces Conversion of Class B Shares

January 25, 2013

CALGARY, Jan. 25, 2013 /PRNewswire/ – Trimac Transportation Ltd. (“Trimac“) (TSX: TMA), Canada’s premier provider of bulk trucking, logistics, tank
repair and cleaning services, and Trimac Holdings Ltd. announced today
that Trimac has received a request from a wholly owned subsidiary of
Trimac Holdings Ltd., the holder of all of its issued and outstanding
class B convertible voting shares (the “Class B Shares”), to convert
all of the Class B Shares into class A common shares in the capital of
Trimac (the “Class A Shares”) at the current conversion ratio attaching
to the Class B Shares.  The conversion ratio applicable to the
transaction is 1.11489 Class A Shares for each Class B Share
outstanding.  Accordingly, pursuant to the transaction, 6,376,168 Class
B Shares will be converted into 7,108,741 Class A Shares resulting in
an additional 732,573 voting shares in the capital of Trimac becoming
issued and outstanding.  All 7,108,741 Class A Shares to be issued in
connection with the transaction will be issued from treasury and the
consideration for the issuance will be the surrender and cancellation
of all of the issued and outstanding Class B Shares.  As a result of
the transaction, the Class B Shares will be cancelled and the previous
holders of the Class B Shares will now receive a cash dividend on the
7,108,741 Class A Shares to be issued rather than an adjustment to the
conversion ratio as set forth in the share terms attaching to the Class
B Shares.  The transaction is expected to close on or about January 31,
2013.  Trimac Holdings Ltd. has stated that it has no current intention
to dispose of any of the acquired Class A Shares or its current
holdings and has no current intention to acquire any further Class A
Shares. Trimac does not anticipate any material impact to its future
capital plans resulting from the transaction including the increase in
cash required to fund the cash dividend payable on the Class A Shares
being issued.

Trimac Holdings Ltd. currently holds, directly and indirectly, 7,574,580
Class A Shares, representing 36.22% of all of the issued and
outstanding Class A Shares, and 6,376,168 Class B Shares, representing
100% of all of the issued and outstanding Class B Shares.  In the
aggregate, Trimac Holdings Ltd. currently holds, directly and
indirectly, 13,950,748 voting shares of Trimac, representing 51.13% of
all of the issued and outstanding voting shares of Trimac.  Following
completion of the transaction, Trimac Holdings Ltd. will hold, directly
and indirectly, 14,683,321 Class A Shares, representing 52.4% of all of
the issued and outstanding Class A Shares, an increase of 14.91% over
its current holdings of Class A Shares and an increase of 1.28% over
its current holdings of voting shares of Trimac. While Trimac Holdings
Ltd. is the direct and indirect holder of such Class A Shares, it does
not exercise control or direction over any such shares.

Jeffrey J. McCaig is currently the indirect beneficial owner of, and
exercises control or direction over, 3,918,094 Class A Shares and
6,336,168 Class B Shares held through Trimac Holdings Ltd. Control or
direction over the remaining Class A Shares held directly and
indirectly by Trimac Holdings Ltd. is exercised by shareholders of
Trimac Holdings Ltd. other than Jeffrey J. McCaig.  Jeffrey J. McCaig
is also currently the indirect beneficial owner of, and exercises
control or direction over, 2,264,344 Class A Shares held outside of
Trimac Holdings Ltd.  In the aggregate, Jeffrey J. McCaig is the
indirect beneficial owner of, and exercises control or direction over,
6,182,438 Class A Shares, representing 29.57% of all of the issued and
outstanding Class A Shares, and 12,518,606 voting shares of Trimac,
representing 45.88% of all of the issued and outstanding voting shares
of Trimac. Following completion of the transaction, on an aggregate
basis, both through and outside of Trimac Holdings Ltd., Jeffrey J.
McCaig will directly and indirectly hold and exercise control or
direction over 13,246,584 Class A Shares, representing 47.28% of all of
the issued and outstanding Class A Shares, an increase of 17.71% over
his current holdings of Class A Shares and an increase of 1.4% over his
current holdings of voting shares of Trimac.

The registered office of Trimac Holdings Ltd. is 1700, 800 – 5 Avenue
SW, Calgary, Alberta, T2P 5A3 and Trimac Holdings Ltd. is relying on
the exemption available pursuant to Section 4.2 of National Instrument
62-104 on the basis that it is acquiring the Class A Shares from a
single party and the consideration paid is not greater than 115% of the
market price of the Class A Shares.

About Trimac: Trimac is Canada’s largest provider of bulk trucking
services with operations from coast to coast.  In addition, through its
National Tank Services division, Trimac performs repairs, maintenance
and tank-trailer cleaning services for both the Trimac fleet and for
third party commercial customers. Trimac also provides third party
transportation logistics services in Canada and the United States
through its wholly owned subsidiary Bulk Plus Logistics.

SOURCE Trimac Transportation Ltd.


Source: PR Newswire