Rooster Energy Ltd. (TSXV:COQ) entered into definitive agreement to acquire Morrison Well Services, LLC (Well Services) from Morrison Energy Group, LLC for CAD 84.5 million on March 4, 2014. Pursuant to the transaction, Rooster will purchase Morrison for 161.6 million shares and $10 million (CAD 11.02 million) in cash. The purchase price is subject to adjustments for working capital. In a related deal, Rooster Energy entered into definitive agreement to acquire Cochon Properties, LLC. Pursuant to the transaction, Well Services and Cochon will each become a wholly owned subsidiary of Rooster. The deal will be terminated if not complete on or before 7, 2014. In the event of termination, Rooster Energy will be liable to pay a termination fee of $1 million (CAD 1.1 million).

The transaction is subject to minority approval by shareholder of Rooster, HSR Act approval, approval of Board of Rooster Energy, acceptance by the TSXV, receipt of a fairness opinion by Rooster, resignation of Morrison Well's managers and directors, all required approvals and certain other customary closing conditions for a transaction of this nature. Rooster has also established a special committee for the transaction. The transaction is expected to close in late second or early third quarter of 2014.

Rooster Board has determined that the acquisition is in the best interest of Rooster, and resolved to recommend that Rooster Shareholders vote in favor of the acquisition. As on May 16, 2014, Rooster Energy's shareholders approved the transaction. Rooster Energy entered into agreements with the members of Cochon and Morrison Well Services to extend the time to close its acquisitions of Morrison Well Services and Cochon from July 7, 2014 until August 15, 2014. Rooster Energy extends the time to close its acquisitions of Morrison Well Services and Cochon to September 30, 2104. Rooster Energy extends the time to close its acquisitions of Morrison Well Services and Cochon to October 31, 2014. Benjamin Hudy of Stikeman Elliott LLP acted as legal advisor for Rooster Energy. Cowen and Company, LLC acted as fairness opinion provider for special committee of Rooster. Current senior secured note holders of Rooster have given their limited consent for the transaction. Computershare Trust Company of Canada acted as registrar and transfer agent for Rooster in the transaction. Marshall Page of Jones Walker LLP acted as legal advisor to Morrison Energy. Grant Thornton, LLP acted as accountant. The conversions are taken from www.oanda.com as on March 7, 2014.