management’s discussion and analysis · expenses, adjusted corporate expenses and funds provided...

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MANAGEMENT’S DISCUSSION AND ANALYSIS The following Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Trican Well Service Ltd. (“Trican” or “the Company”) has been prepared as at and for the quarter ended September 30, 2016, taking into consideration information available to November 9, 2016, and should be read in conjunction with the unaudited interim consolidated financial statements for the three and nine month periods ended September 30, 2016, as well as the audited annual consolidated financial statements and accompanying notes, and the management’s discussion and analysis for the year ended December 31, 2015. Headquartered in Calgary, Alberta, Trican has continuing operations in Canada, which provides a comprehensive array of specialized products, equipment and services that are used during the exploration and development of oil and gas reserves provided by a highly trained workforce dedicated to safety and operational excellence. The Company also has a minority ownership interest in the Keane group in the United States. The following MD&A focuses on the financial and operating results for Trican’s continuing operations, which all take place in Canada. For further details related to Trican’s discontinued operations in Canada (related to the completions tools services), Russia (related to pressure pumping operations and completions tools services), United States (related to pressure pumping operations and completions tools services), Australia, Algeria, Colombia, Kazakhstan, Norway and Saudi Arabia, please refer to the discontinued operations section of the MD&A and the unaudited interim consolidated financial statements and accompanying notes, as at and for the three and nine month periods ended September 30, 2016.

Continuing Operations - Financial Review

Notes: (1) Trican makes reference to operating income / (loss), adjusted operating income / (loss), adjusted general and administrative

expenses, adjusted corporate expenses and funds provided by / (used in) operations. These measures are not recognized under International Financial Reporting Standards (IFRS) and are considered non-GAAP measures. Management believes that, in addition to gross profit / (loss) and profit / (loss), operating income / (loss), adjusted operating income / (loss), adjusted general and administrative expenses, adjusted corporate expenses and funds provided by / (used in) operations are useful supplemental measures. Operating income / (loss) provides investors with an indication of profit / (loss) before depreciation and amortization, foreign exchange gains and losses, asset impairment, other (income) / loss, finance costs and income tax expense / (recovery). Adjusted operating income / (loss) provides investors with an indication of comparable operating income / (loss), which exclude items that are significant but not reflective of our underlying operations for the period. Adjusted general and administrative expenses combined with adjusted corporate expenses provides investors with an indication of total overhead costs before equity-settled share-based compensation, amortization of debt costs, professional fees and severance costs. Funds provided by / (used in) operations provide investors with an indication of cash available for capital commitments, debt repayments and other expenditures. Investors should be cautioned that operating income / (loss), adjusted operating income / (loss) and funds provided by / (used in) operations should not be construed as an alternative to gross profit / (loss) or profit / (loss) determined in accordance with IFRS as an indicator of Trican’s performance. Trican’s method of calculating operating income / (loss), adjusted operating income / (loss), adjusted general and administrative expenses, adjusted corporate expenses and funds provided by / (used in) operations may differ from that of other companies and accordingly may not be comparable to measures used by other companies. See also “Non-GAAP Disclosure” section of this report.

Three months ended Nine months ended Sept. 30, Sept. 30, June 30, Sept. 30, Sept. 30,

($ millions, except per share amounts; unaudited)

2016 2015 2016 2016 2015

Revenue 78.0 192.5 32.5 210.4 492.0

Operating income / (loss)(1) (6.8) 29.4 (29.2) (62.4) 1.4

Adjusted operating income / (loss)(1)

(3.2) 32.2 (19.1) (38.5) 15.5

Gross profit / (loss) (13.7) 18.1 (28.5) (73.5) (19.5)

Net income / (loss) (14.7) 10.1 (40.4) (97.7) (46.3)

Per share – basic and diluted (0.08) 0.07 (0.26) (0.59) (0.31)

Funds provided by / (used in) operations(1) (8.2) 29.9 (34.6) (79.3) (14.5)

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THIRD QUARTER HIGHLIGHTS

Consolidated revenue from continuing operations for the third quarter of 2016 was $78.0 million, a decrease of 59% compared to the third quarter of 2015. The adjusted operating loss for the quarter was $3.2 million which is $35.4 million less than the operating income experienced in Q3 2015. The large revenue drop experienced was partially mitigated by ongoing cost control initiatives that were implemented in the last few quarters. Trican’s Canadian operations’ fixed cost structure has been significantly reduced as a combination of workforce reductions, discretionary spending reductions, lower compensation programs and the transition to a day rate field compensation system at the beginning of June. These reductions have resulted in a fixed cost reduction of 46% when compared to Q1 levels and 7% when compared to Q2 levels. If Trican had not implemented temporary salary rollbacks during Q2 2016, the Q2 fixed cost structure would have been higher by $5.3 million, which means that the Q3 2016 cost structure effectively reduced 24% from Q2 levels. Revenue was down significantly compared to last year due to adverse weather, customer delays and significantly lower pricing. The Company continued to have 50% of its equipment parked during the quarter. Utilization on the active equipment was high in our cementing, coiled tubing, and acidizing service lines and lower than planned in our fracturing and nitrogen service lines as scheduling gaps occurred due to weather and customer delays. Our fracturing equipment was fully booked through the quarter and most work that was delayed was pushed into the fourth quarter. The Company estimates that it had the potential to generate an additional $12.0 to $18.0 million in fracturing revenue if wet weather and customer delays were not encountered during the quarter. Pricing has been negatively affected by market conditions, and as a result, Q3 2016 pricing did not recover as much as originally anticipated. Pricing improved sequentially and exited the quarter near Q1 2016 levels, but on a quarterly average is still down 3% when compared to Q1 2016. Low pricing for our services remains one of the key issues for Trican and as a result, the Company has been focused on improving pricing since August. There was a 9.3% improvement compared to Q2 and we are seeing some additional improvements in Q4 and anticipate further progress in 2017. The operating loss for the quarter was $6.8 million, and $3.2 million on an adjusted basis. As the Company continued to reduce its fixed cost structure between Q2 and Q3, it incurred severance and reorganization costs of $2.2 million over the period which have been removed in calculating adjusted operating income. Other items removed in calculating adjusted operating income include amortization of debt costs, and equity-settled share-based compensation. Funds used in operations were $8.2 million compared to funds provided by operations of $29.9 million in the third quarter of 2015. As Trican remains focused on the Canadian pressure pumping market and controlling its cost structure, total overhead expenses (adjusted corporate expenses combined with adjusted general and administrative costs) decreased year over year by $1.3 million and decreased sequentially by $4.6 million. The company also successfully closed the sale of its Kazakhstan pressure pumping business to Petro Welt Technologies during the quarter. This sale agreement includes the purchasing company acquiring the complete business in Kazakhstan and all associated equipment, facilities, products, and employees.

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CONTINUING OPERATIONS COMPARATIVE QUARTERLY INCOME STATEMENTS ($ thousands, unaudited)

Sept. 30, % of Sept. 30, % of June 30, % of

Three months ended 2016 Revenue 2015 Revenue 2016 Revenue

Revenue 78,045 100% 192,516 100% 32,518 100%

Expenses

Materials and operating 76,552 98% 153,293 80% 44,709 137%

General and administrative 3,837 5% 1,623 1% 3,212 10%

Operating income / (loss) - Canadian Operations(1) (2,344) (3%) 37,600 20% (15,403) (47%)

Corporate Expenses 4,425 6% 8,164 4% 13,801 42%

Operating income / (loss) - Continuing Operations(1) (6,769) (9%) 29,436 15% (29,204) (90%)

Finance costs 4,334 6% 8,589 4% 8,016 25%

Depreciation and amortization 16,423 21% 18,485 10% 17,615 54%

Foreign exchange (gain) / loss 394 1% (14,094) (7%) 59 0%

Asset impairment 1,999 3% 0 0% 0 0%

Finance and other (income) / expense (2,905) (4%) (1,518) (1%) (559) (2%)

Income / (loss) before income taxes (27,014) (35%) 17,974 9% (54,335) (167%)

Income tax expense / (recovery) (12,268) (16%) 7,881 4% (13,913) (43%)

Net income / (loss) – Continuing Operations (14,746) (19%) 10,093 5% (40,422) (124%)

Adjusted operating income / (loss) – Canadian

Operations(1) (369) (0%) 38,471 20% (10,700) (33%) Adjusted operating income / (loss) – Continuing

Operations(1) (3,212) (4%) 32,171 17% (19,092) (59%)

Gross profit / (loss)(1) (13,650) (17%) 18,105 9% (28,532) (88%)

Job count 2,515 3,565 1,310 Revenue per job 30,634 53,661 24,411

(1) See the first page of this report for a description of operating income / (loss) and adjusted operating income / (loss). Gross profit /

(loss) has been presented in this table as it is the most directly comparable measure calculated in accordance with IFRS to operating income / (loss). Sales Mix

Three months ended, (unaudited) Sept. 30, Sept. 30, June 30,

2016 2015 2016

% of Total Revenue

Fracturing 56% 66% 44%

Cementing 28% 15% 24%

Industrial services 5% 7% 14%

Coil Tubing 3% 2% 7%

Acidizing 4% 2% 4%

Nitrogen 2% 7% 3%

Other 2% 1% 4%

Total 100% 100% 100%

Operations Review

The weak pricing environment persisted during the third quarter of 2016 as low commodity prices continued to have a significant impact on the demand for Trican’s pressure pumping services. Revenue decreased by 59% on a year over year basis. Canadian rig count decreased approximately 50% as customers continued to reduce capital spending. As demand remains low, Canadian price levels continued to be negatively impacted. During the third quarter of 2016 prices decreased on average by 24% compared to the same period in 2015.

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The Canadian operations’ revenue decreased year over year by $114 million and adjusted operating loss increased by $38.8 million as a result of decreased prices and lower activity levels driven by customer and weather delays. The financial impact of the price reductions and lower activity levels was offset by cost control initiatives the Company implemented such as workforce reductions, discretionary spending cuts, and the implementation of a day rate structure for field facing staff. Sales mix for cementing, coil tubing, and acidizing increased as a percentage year over year, partially offsetting the decrease in fracturing activity. The cementing service line shows the highest increase as a percentage of sales mix, which reflects Trican’s strong performance and market share for the cementing service line. Q3 cementing revenue dropped 35% year over year despite the approximately 50% decrease in rig count. Q3 2016 versus Q3 2015 Canadian operations revenue for the third quarter of 2016 decreased by 59% compared to the third quarter of 2015. Lower demand for our services as a result of low commodity prices and weather related delays led to a significant decrease in the level of activity as reflected in the 29% year over year decline in the job count. Revenue per job decreased by 43% due to a 24% year over year drop in overall Canadian pricing and a shift in sales mix towards the cementing service line. Materials and operating expenses increased to 98% of revenue compared to 80% for the same period in 2015. This higher proportion of expenses is largely a result of the significant decline in revenue which was not entirely offset by reductions in variable and fixed costs such as personnel and base expenses. The operating loss for the third quarter of 2016 was 3% of revenue compared to the operating income of 20% for the same period in 2015. These results include expenses of $3.6 million related to workforce reductions during Q3 2016 and $2.7 million for the same period last year.

Overhead Expenses

General & Admin Corporate Expense

Sept. 30, Sept. 30, Sept. 30, Sept. 30,

Three months ended, ($ thousands, unaudited) 2016 2015 2016 2015

Total Expenses 3,837 1,622 4,425 8,164

Adjusted for:

Equity-settled share-based compensation 285 262 385 490

Amortization of debt issuance costs 0 0 656 218

Severance 60 20 542 1,157

Adjusted Expenses(1) 3,492 1,340 2,842 6,299

Cash-settled share-based compensation 324 (1,271) 295 (2,965)

(1) see first page of this report

Adjusted general and administrative costs were up 161% or $2.2 million during the third quarter of 2016 compared to the same period last year. This increase is mainly a result of a $1.6 million increase in cash-settled share-based compensation as a result of share price growth and a slight increase in the cost of salaries for employees re-allocated to the Canadian operations from previous corporate roles. Cash-settled share-based compensation includes restricted share units expenses, deferred share units expenses and performance share unit expenses which are correlated to the number of vested units and the price of the Trican’s stock. Adjusted corporate expenses totaled $2.8 million which is significantly lower than the adjusted Q3 2015 corporate expenses of approximately $6.3 million, despite the $3.3 million increase in cash-settled share-based compensation. This $6.7 million reduction (prior to the increase in cash-settled share-based compensation) is largely the result of substantially lower personnel expenses, lower professional and legal expenses, and lower IT costs.

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Q3 2016 versus Q2 2016 Canadian operations revenue in the third quarter increased by 140% compared to the second quarter of 2016. Q3 activity levels were stronger at the beginning of the quarter before seeing the effect of weather and customer delays in the last 2 months of the quarter. We experienced the normal seasonal activity increase coming out of the second quarter and, when combined with some delayed programs moving into Q3, resulted in a job count increase of 92% sequentially. The low price environment persisted longer than expected during Q3, but overall revenue per job did increase by 25% as a result of a shift in our sales mix towards fracturing compared to the Q2 sales mix. As a percentage of revenue, third quarter materials and operating expenses were 98% compared to 137% during the second quarter of 2016. This improvement was largely due to increased revenue levels and some small improvements to pricing, combined with meaningful improvements to our fixed cost structure.

Overhead Expenses


Sept. 30, June 30, Sept. 30, June 30,

Three months ended, ($ thousands, unaudited) 2016 2016 2016 2016

Total Expenses 3,837 3,212 4,425 13,801

Adjusted for:

Equity-settled share-based compensation 285 258 385 417

Amortization of debt issuance costs 0 0 656 978

Severance 60 394 542 3,938

Professional Fees 0 0 0 77


Cash-settled share-based compensation 324 474 295 2,997


Adjusted general and administrative expenses increased $0.9 million sequentially from the second quarter in 2016 as there was a slight increase in the cost of salaries for employees re-allocated to the Canadian operations from previous corporate roles. Adjusted corporate expenses incurred during the third quarter reduced sequentially by $5.5 million due to significant reductions in expenses related to personnel costs, professional and legal fees, IT services and lower cash-settled share-based compensation. Operating loss as a percentage of revenue was 3% during the third quarter compared to an operating loss as a percentage of revenue of 47% in the second quarter of 2016. Discontinued Operations Discontinued operations include the results of pressure pumping operations in the United States, Russia, Algeria, Australia, Colombia, Kazakhstan, and Saudi Arabia, which were suspended or sold throughout 2015 and the first nine months of 2016. Additionally, discontinued operations include the completions tools business which was sold in July 2016. The completions tools business had operations in Canada, the United States, Norway and Russia. The decisions to discontinue pressure pumping operations in the United States, Russia, other international regions, and the completions tools business are not anticipated to have a significant effect on the continuing operations of the Company. Discontinued operations for the third quarter of 2016 include revenues from discontinued operations of $3.9 million compared to $163.5 million for the same period of 2015. The operating loss from discontinued operations was $1.6 million in the third quarter of 2016, compared to an operating loss of $37.4 million for the three months ended September 30, 2015.

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During the first nine months of 2016, management committed to a plan to sell its international operating assets in Saudi Arabia, Colombia, and continued its sales efforts in Australia, resulting in assets being classified as held for sale. At September 30, 2016, the net carrying value of these assets was $8.6 million. The Company also had liabilities held for sale of $0.3 million. Results from discontinued operations have not been included in the tables above. For information related to Trican’s discontinued operations, please see the quarterly consolidated financial statements as at and for the three and nine months ended September 30, 2016. OTHER EXPENSES AND INCOME

Finance costs for the third quarter of 2016 decreased by 50% compared to the same period in 2015. This decrease is mainly due to lower interest expense as a result of a lower average debt balance during this quarter compared to the same period last year. This decrease was partially offset by an increase in the interest rate incurred on the revolving debt facility and the outstanding notes payable as a result of the amended terms of the 2015 Amended Credit Agreements finalized during the second half of 2015. Depreciation and amortization expense for continuing operations decreased during the quarter by 11% compared to the same period last year due to a lower number of major component disposals recorded in accelerated depreciation. A foreign exchange loss of $0.4 million has been recorded in the third quarter of 2016, compared to a gain of $14.1 million for the same period in 2015. This loss incurred in 2016 is a result of foreign exchange differences recorded on USD denominated transactions in the Canadian operations and the unhedged portion of the US denominated debt. The translation of the assets and liabilities of international entities that are dependent on the Canadian Operations are reported in discontinued operations. An impairment loss of $2.0 million on the carrying amount of property and equipment was recorded in the third quarter as a result of measuring the Canadian’s division microseismic assets held for sale at the lower of cost and fair value less cost of disposal. Finance and other income of $2.9 million for the third quarter of 2016 primarily relates to interest income and gains on disposal of assets. INCOME TAXES The Company recorded an income tax recovery, related predominantly to Canadian operations, of $12.3 million during the third quarter of 2016, which compares to an expense of $7.9 million for the same period in 2015. The difference in the income tax recoveries and expenses is largely due to the difference between the taxable losses incurred in the two periods by our Canadian operations. $6.7 million of the Q3 2016 recovery related to losses from Canadian operations and the remaining $5.6 million of the recovery related to recognition of previously unrecognized operating losses of the U.S. entities that offset the taxable gain on the appreciation of the value of the Equity Interest in Keane. OTHER COMPREHENSIVE INCOME Other comprehensive income includes the effects of foreign currency translation (“FCTA”), the reclassification of FCTA to the income statement for entities that have been sold or substantially disposed of and the unrealized gains and losses on Trican’s Equity Interest in Keane. The Company had total other comprehensive losses of $24.9 million during the third quarter of 2016, compared to a loss of $148.6 million in the third quarter of 2015. The unrealized gain on Trican’s Equity Interest in Keane was $3.7 million in the third quarter of 2016. The Company obtained 10% of the Class A shares (“Equity Interest in Keane”) in Keane Group Holdings, LLC (“Keane”) on the close of the sale of its U.S. pressure pumping business. These securities were initially recognized at fair value. Subsequent changes in the fair value are recognized through other comprehensive income (OCI).

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Immaterial Corrections Subsequent to the issuance of the consolidated financial statements and MD&A for the year ended December 31, 2015, the Company determined that two immaterial errors occurred in those previously issued financial statements and MD&A. In the fourth quarter of 2015, hedged transactions in a cash flow hedging relationship (being foreign exchange gains and losses on the Company’s Class E and Class F Senior Notes) were no longer probable of occurring based on expectations of disposals being pursued by the Company. As a result, the hedging relationship no longer qualified for hedge accounting and, accordingly, in the fourth quarter of 2015, the cumulative loss of $3.9 million previously recognized in other comprehensive income should have been reclassified to profit or loss. In the third quarter of 2015, the Company determined that a cumulative foreign exchange loss of $1.4 million previously recognized in other comprehensive income should have been reclassified to profit or loss as a result of the sale of its Russian operation. The Company concluded that these adjustments are not material to the Company’s consolidated financial statements for the year ended December 31, 2015 and has reflected them as immaterial corrections of the comparative financial information in the interim consolidated financial statements and MD&A. Deficit at December 31, 2015 has been increased by $5.3 million. In addition, the Company has presented the carrying amount of the cross currency swaps of $37.2 million at December 31, 2015 as currency derivatives rather than as an adjustment to the related Senior Notes. Changes in fair value of the cross currency swaps commencing the fourth quarter of 2015 have been recognized in profit and loss. Subsequent to the issuance of the consolidated financial statements for the period ended June 30, 2016, the Company identified errors in the allocation of non-cash changes in working capital and realized and unrealized foreign currency gains (losses) between continuing and discontinued operations which had the effect of decreasing cash inflows from continuing operations and cash outflows from discontinued operations by $22.3 million as detailed in the table below, with total cash flow from operations remaining unchanged. In addition, funds used in operations for the three and six months ended June 30, 2016 as corrected were $(34.6) million and $(60.3) million, compared to funds used in operations of $(30.0) million and $(65.7) million as presented for the three and six months ended June 30, 2016. These errors did not have an impact on any financial statement caption in the Consolidated Statements of Financial Position and Comprehensive Income.

(Stated in thousands $C; unaudited) Continuing Discontinued Total

Six Months Ended June 30, 2016 as presented

Unrealized foreign exchange loss / (gain) 6,392 (212) 6,180

Change in trade and other receivables 117,451 (24,101) 93,350

Change in trade and other payables (29,598) (27,708) (57,306)

Six Months Ended June 30, 2016 as corrected

Unrealized foreign exchange loss / (gain) 985 (212) 773

Change in trade and other receivables 100,455 (1,337) 99,118

Change in trade and other payables (29,580) (28,204) (57,784)

Six Months Ended June 30, 2016 change

Unrealized foreign exchange loss / (gain) (5,407) - (5,407)

Change in trade and other receivables (16,997) 22,764 5,768

Change in trade and other payables 18 (379) (361)

Total (22,386) 22,386 0

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COMPARATIVE YEAR-TO-DATE INCOME STATEMENTS ($ thousands, unaudited)

Year-

Over-

Sept. 30, % of Sept. 30, % of Year %

Nine months ended 2016 Revenue 2015 Revenue Change Change

Revenue 210,411 100% 491,983 100% (281,572) (57%)

Expenses

Materials and operating 231,729 110% 446,758 91% (215,029) (48%)

General and administrative 10,506 5% 9,757 2% 749 8%

Operating income / (loss) - Canadian Operations(1) (31,824) (15%) 35,468 7% (67,292) (190%)

Corporate Expenses 30,547 15% 34,109 7% (3,562) (10%)

Operating income / (loss) - Continuing Operations(1)

(62,371) (30%) 1,359 0% (63,730) (4,689%)

Finance costs 21,361 10% 27,274 6% (5,913) (22%)

Depreciation and amortization 54,158 26% 55,511 11% (1,353) (2%)

Foreign exchange (gain) / loss 3,389 2% (27,810) (6%) 31,199 (112%)

Asset impairment 1,999 1% 0 0% 1,999 -

Finance and other income (3,931) (2%) (3,748) (1%) (183) 5%

Loss before income taxes (139,347) (66%) (49,868) (10%) (89,479) 178%

Income tax expense/(recovery) (41,686) (20%) (3,527) (1%) (38,159) 1,082%

Net loss - Continuing Operations (97,661) (46%) (46,341) (9%) (51,320) 111%

Adjusted operating income / (loss) – Canadian

Operations(1) (18,688) (9%) 43,772 9% (62,461) (143%) Adjusted operating income / (loss) – Continuing

Operations(1) (38,480) (18%) 15,475 3% (53,955) (349%)

Gross loss (1) (73,468) (35%) (19,544) (4%) (53,924) 276%

Job count 6,291 9,090 (2,799) (31%)

Revenue per job 33,146 53,995 (20,849) (39%) (1) see first page of this report

Canadian revenue for the nine months ended September 30, 2016, was 57% lower than the same period in 2015. Low commodity prices over the first half of 2016 have led to substantial declines in activity for the majority of our Canadian service lines, and with the largest impact on our fracturing business. Average rig count in Canada has decreased approximately 50% over the first nine months of 2016 compared to the same period in 2015, which compares to the 31% decline in our job count. Revenue per job decreased by 39% as a result of a 47% year over year drop in prices partially offset by an increase in job size. As a percentage of revenue, materials and operating expenses increased to 110% from 91% compared to the same period in 2015. In addition, the gross loss as a percentage of revenue was 35% compared to gross loss as a percentage of revenue of 4% in 2015. Operating and gross loss increased due largely to the above mentioned decrease in revenue that led to lower operational leverage on our fixed structure. This increased loss was partially offset by strict cost control measures enforced throughout 2016 so far.

Overhead Expenses


Sept. 30, Sept. 30, Sept. 30, Sept. 30,

Nine months ended, ($ thousands, unaudited) 2016 2015 2016 2015

Total Expenses 10,506 9,757 30,547 34,109

Adjusted for:

Equity-settled share-based compensation 816 1,244 1,316 2,328

Amortization of debt issuance costs 0 0 3,123 654

Severance 617 203 6,193 2,130

Professional Fees 0 0 122 700


Cash-settled share-based compensation 1,285 (1,531) 4,456 (3,538)


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Adjusted general and administrative expenses increased $0.8 million year over year primarily as a result of the increase in cash-settled share-based compensation expense. The $2.1 million reduction (prior to the increase in cash-settled share-based compensation) is mainly a result of lower personnel and office costs, a reduction in bad debt expense, and a general decrease in all other general and administrative cost categories, Adjusted corporate expenses for the nine months ended September 30, 2016, decreased by $8.5 million when compared to the same period last year despite the $8.0 million increase in cash-settled share-based compensation. The $16.5 million reduction (prior to the increase in cash-settled share-based compensation) is largely the result of lower personnel expenses and lower professional and legal expenses. OTHER EXPENSES AND INCOME

For the nine months ended September 30, 2016, finance costs decreased by 22% compared to the same period in 2015 due to decreased average debt balances partially offset by an increase in interest rates on the revolving facility and the outstanding notes payable. Depreciation expense decreased by 2% due to net decrease in average gross book value of assets by 2% for continuing operations due to disposals of equipment in Canada. Foreign exchange losses of $3.4 million have been recorded for the nine months ended September 30, 2016, compared to gains of $27.8 million for the same period in 2015. Foreign exchange gains recorded during the first nine months of 2015 related to unrealized gains on USD denominated net current asset balances due to a stronger USD relative to the Canadian dollar. The foreign exchange losses recorded in 2016 are due to a stronger Canadian dollar relative to the U.S. dollar on net USD denominated financial assets. An impairment loss of $2.0 million on the carrying amount of property and equipment was recorded in the third quarter as a result of measuring the Canadian’s division microseismic assets held for sale at the lower of cost and fair value less cost of disposal. Finance and other income for the first nine months of 2016 was $3.9 million compared to $3.7 million for the same period of 2015. Finance and other income is largely comprised of gains on asset sales and interest income on cash balances. INCOME TAXES

Trican recorded an income tax recovery of $41.7 million for the nine months ended September 30, 2016, versus a recovery of $3.5 million for the same period in 2015. The difference in the income tax recoveries is largely due to the difference between the taxable losses incurred in the two periods by our Canadian operations. Thirty-six million dollars of the recovery related to losses from Canadian operations and the remaining $5.6 million of the recovery related to recognition of previously unrecognized operating losses of the US entities that offset the taxable gain on the appreciation of the value of the Equity Interest in Keane.

OTHER COMPREHENSIVE INCOME

Other comprehensive income includes the effects of FCTA, the reclassification of FCTA to the income statement for entities that have been sold or substantially disposed of and the unrealized gains and losses on Trican’s Equity Interest in Keane. FCTA differences resulted in a loss of $0.1 million during the first nine months of 2016, compared to a gain of $26.7 million during the same period in 2015. Reclassification of FCTA to the income statement was $66.6 million due to the sale of the U.S. operations, the Completions operations, the Kazakh operations and the disposal of remaining operational assets in Colombia. The unrealized gain on Trican’s Equity Interest in Keane was $9.6 million for the first nine months of 2016, which is calculated net of the tax liability of $5.6 million. The Company obtained an Equity Interest in Keane on the close of the sale of its U.S. pressure pumping business. These securities were initially recognized at fair value. Subsequent changes in the fair value are recognized through other comprehensive income.

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LIQUIDITY, CAPITAL RESOURCES AND FUTURE OPERATIONS

Operating Activities

Cash flow used in operating activities for continuing operations was $37.5 million during Q3 2016, compared to cash flow provided by operating activities for continuing operations of $5.8 million for the three month period ending on September 30, 2015. The increase in cash flow used in operating activities for continuing operations was largely due to the increased cash loss generated by operations caused by the lower activity levels in Q3 2016, partially offset by lower interest and taxes paid when compared to the same period in 2015. At September 30, 2016, Trican had working capital of $128.5 million compared to $203.1 million at the end of 2015. The decrease is largely due to the sale of the U.S. pressure pumping and the Completions operations in combination with lower levels of activity in Canada, which has led to a significant decrease in trade accounts receivable and inventory, offset partially by a decrease in trade payables. Cash flow used by the increase in working capital from continuing operations was $20.0 million during the third quarter of 2016. Trican anticipates that cash flow from operating activities and available credit facilities will provide the required resources to fund ongoing operations for the foreseeable future, including the discharge of its existing liabilities and commitments and compliance with future financial covenants as specified in the amended terms of the applicable credit agreements (“Second 2016 Amended Credit Agreements”) with its bank lenders under its Revolving Credit Facility (“RCF”) and the holders of its senior notes (“Senior Notes”). For the nine months ended September 30, 2016, the Company incurred a loss from continuing operations in the amount of $97.7 million. For the fiscal years ended December 31, 2015, and December 31, 2014, the Company incurred a net loss of $112.2 million and a net income of $12.1 million from continuing operations, respectively. The current challenging economic climate may lead to further adverse changes in cash flow, working capital levels or long-term debt balances, which may also have a direct impact on our results and financial position. These and other factors may adversely affect our liquidity and our ability to generate profits in the future. The Company does not currently have debt covenants in place for the remainder of 2016. Based on current available information, we expect to comply with all covenants during 2017, however our estimated leverage and interest coverage ratios during the first half of 2017 are expected to be near the minimum amount necessary to comply with the financial covenants in the Second 2016 Amended Credit Agreements. If the Company does not comply with the financial covenants, the RCF and Senior Notes may become due on demand. If future profitability or available liquidity is not sufficient to meet Trican’s operating and debt servicing obligations as they come due management’s plans include reducing expenditures and pursuing additional asset dispositions or alternative financing arrangements. Investing Activities On March 16, 2016, Trican closed the sale of its United States pressure pumping business to Keane Group, a privately-held U.S.-based well completion services company ("Keane"). The transaction involved the sale of all of the pressure pumping and select related assets, and the assumption of certain liabilities, of Trican Well Service, L.P., Trican's wholly-owned subsidiary, for a purchase price of USD$200 million, or approximately $265 million, with working capital adjustments providing Trican with an additional $4.9 million in proceeds. Trican applied the net cash proceeds from this transaction to reduce its outstanding debt. As part of this transaction, Trican has received 10% of the Class A shares of Keane (the Equity Interest in Keane) as well as certain economic interests in Keane that represent up to an additional 20% economic participation above certain thresholds upon a Keane liquidity event (the Profits Interest in Keane). Keane’s equity value is divided into four tranches for purposes of calculating Trican’s total ownership interest (the Equity Interest plus the Profits Interest in Keane) upon a Keane liquidity event. Trican’s total ownership interest in Keane’s equity value is 10% of the first tranche, 9.2% of the second tranche, 18.3% of the third tranche and 27.4% of the fourth tranche. The equity value thresholds for each tranche are as follows:

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Equity Value Thresholds (Millions)

For the Year Ending March 15

2017 2018 2019 2020 2021

First Tranche Up To US$468 US$468 US$468 US$468 US$468

Second Tranche Between US$468 - 608 US$468 - 791 US$468 -1,028

US$468 - 1,336

US$468 - 1,737

Third Tranche Between US$608 -632 US$791 - 853 US$1,028 -1,151

US$1,336 - 1,554

US$1,737 - 2,098

Fourth Tranche Greater Than US$632 US$853 US$1,151 US$1,554 US$2,098

The accounting fair value of Trican’s Equity Interest in Keane is $90.2 million (2015 - nil) and the accounting fair value of Trican’s Profits Interest in Keane is $3.5 million (2015 – nil). On July 13, 2016, Trican closed the sale of its completion tools business to certain subsidiaries of National Oilwell Varco, Inc. (“NOV”) for aggregate gross proceeds of $53.5 million. The completion tools business had operations in Russia, Norway, the United States and Canada. The cash consideration received on closing by Trican consists of cash consideration of $30 million adjusted for working capital estimates of $1.3 million with the final working capital amounts to be determined within 120 days of the date of the close. The fair value of the share consideration received on closing totaled $24.3 million, consisting of 558,221 NOV shares. As at September 30, 2016, the fair value of the shares was $26.9 million. Trican used the net cash proceeds from the transaction to reduce its debt. Capital expenditures from continuing operations for the first nine months of 2016 totaled $0.6 million, compared with $8.5 million for the same period in 2015. Proceeds from the sale of Property and Equipment totalled $5.4 million during the nine months of 2016, compared with proceeds of $2.8 million for the same period in 2015. With the decline in commodity prices and North American demand, capital expenditures will be kept to a minimum until operating conditions improve. A substantial amount of equipment has been parked in Canada, which will reduce the amount of maintenance capital needed throughout the current downturn. In addition, capital expansion initiatives will not be considered during the current economic environment in order to preserve current liquidity levels. We expect to continue to minimize capital spending during 2016 with this spending expected to be funded primarily through cash flow from operations and our Revolving Credit Facility. Trican regularly reviews its capital equipment requirements and will continue to follow its policy of adjusting the capital budget on a quarterly basis to reflect changing operating conditions and capital equipment needs. Financing Activities On June 21, 2016, Trican closed the Equity Offering of an aggregate of 43,125,000 common shares for aggregate gross proceeds of $69 million. Concurrently, Trican became subject to amended terms of the Second 2016 Amended Credit Agreements with its bank lenders under its revolving credit facility and the holders of its senior notes whereby prior financial covenants were waived until Q1 2017. Key terms under the Second 2016 Amended Credit Agreements include:

a reduction in the availability of the RCF from $303 million to $250 million;

a temporary cap of $175 million on the RCF until Trican has achieved EBITDA (excluding the application

of the equity cure) of at least $25 million in any quarter ended on or after September 30, 2016;

a removal of all prior financial covenants until the first quarter of 2017;

new leverage and interest covenant calculations as described below – the covenant thresholds remain

unchanged.

As mentioned in the investing activities section above, Trican received cash consideration of $30 million and share consideration which, at the time, had a fair value of $24.3 million for the sale of the Company’s completions tools business. Trican used the net cash proceeds from the transaction to reduce its debt. Trican is subject to a six-month holding period from the date of issuance of the NOV shares. This holding period is set to expire in January 2017 at which time management has the option to liquidate these shares and use the proceeds to further pay down debt.

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Senior Notes On July 6, 2016, Trican repaid USD $21.1 million, retiring in advance portions of its Series A, F, and G Senior Notes from funds of the Equity Offering. On August 5, 2016, Trican also repaid a further USD $1.6 million and CAD $3.7 million to Senior Noteholders who deferred their portion of the payout, retiring in advance portions of its Series D, G, and H Senior Notes. Trican also repaid USD $8.6 million and CAD $1.9 million during the third quarter to the Senior Notes as their portion of the proceeds from the completions tools business sale. Revolving Credit Facility As at September 30, 2016, Trican has a $250 million four-year extendible RCF with a syndicate of banks, in place until October 31, 2018. The RCF is secured and bears interest at the applicable Canadian prime rate, U.S. prime rate, Banker’s Acceptance rate, or at LIBOR, plus 350 to 625 basis points, dependent on certain financial ratios of the Company. Trican made payments to the RCF on June 30, 2016, and July 6, 2016, utilizing proceeds from the Equity Offering of CAD $27 million and CAD $6 million respectively. The Company also repaid CAD $17 million to the RCF from the proceeds of the completions tools business sale during the third quarter. As at September 30, 2016, Trican had USD $3.8 million in letters of credit outstanding. Covenants The Company is required to comply with certain covenants under the terms of the Second 2016 Amended Credit Agreements. These covenants are applicable to the RCF and to the Senior Notes:

no financial covenants are applicable until the first quarter of 2017;

Trican is required to comply with the following leverage and interest coverage ratio covenants: For the quarter ended Leverage Ratio Interest Coverage Ratio Calculation Basis

September 30, 2016 Not applicable Not applicable Not applicable December 31, 2016 Not applicable Not applicable Not applicable March 31, 2017 5.0x 2.0x Q1 annualized June 30, 2017 5.0x 2.0x (Q1 X 3 + Q2) September 30, 2017 5.0x 2.0x ((Q1 + Q3) x 3/2) + Q2 December 31, 2017 4.0x 2.5x Last twelve months Thereafter 3.0x 3.0x Last twelve months

The leverage ratio is defined as long-term debt excluding Make Whole Notes (net of the mark to market value of the cross currency swaps) minus cash divided by adjusted EBITDA. The interest coverage ratio is defined as adjusted EBITDA divided by interest expense minus payable in-kind interest. Certain expenses such as severance and equity-settled share-based compensation expenses are permitted to be added back to EBITDA to arrive at adjusted EBITDA for covenant calculation purposes. As noted above, no financial covenants are applicable to the Company for the remainder of 2016. However, for illustrative purposes, adjusted EBITDA for covenant calculation purposes for the third quarter of 2016 would have been a loss of $2.4 million. This amount is calculated by taking the adjusted consolidated operating loss of $3.2 million adjusted for realized foreign exchange gain of $0.4 million and finance and other income of $0.5 million. These amounts do not include the $20 million equity cure that may be applied to this calculation. Share Capital As at November 8, 2016, Trican had 193,306,073 common shares and 9,198,318 employee stock options outstanding.

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Other Commitments and Contingencies Management is satisfied that the Company has sufficient liquidity and capital resources to meet the Company’s future obligations and commitments. Payments due by period September 30, 2016 1 year or less 1 to 5 years 5 years and

thereafter Total

Finance leases $880 $356 $- $1,235 Operating leases 5,463 10,604 8,748 24,815

Total Commitments $6,343 $10,960 $8,748 $26,050 December 31, 2015

Finance leases $6,639 $12,924 $- $19,563 Operating leases 14,159 19,639 5,783 39,581 Inventory purchases 3,019 36,998 - 40,017 Capital commitments 5,559 - - 5,559

Total Commitments $29,376 $69,561 $5,783 $104,720 Sand Purchase Agreement with Huron Mineral LLC On November 2 2016, Trican Well Service L.P. reached an agreement with Huron Minerals LLC to settle its dispute related to a sand purchase agreement. The Company recorded a provision of $8.3 million during the period as the parties agreed to settle this claim for USD $6.35 million. Indemnity Claim in connection with the sale of Trican’s US operations to Keane Group (“Keane”) on March 16, 2016 During Q2 2016, Keane prepared and delivered an Indemnity Claim stating that Trican owes Keane $3.9 million (USD $3.0 million) due to losses incurred by Keane for assets purchased that were not in good operating condition. Management has not recorded any accrual for this contingent liability associated with this claim based on our belief that a liability is not probable and any range of potential future charge cannot be reasonably estimated at this time. Other Litigation On August 25, 2015, a class action lawsuit was filed on behalf of 31 plaintiffs against Trican Well Service, L.P. The claim alleges that Trican misclassified the plaintiffs’ position as “exempt” from overtime wages from February 2011 to August 2015, resulting in a loss of overtime wages during this period. Given the information available at these early stages of litigation, management has not recorded any accrual for this contingent liability associated with this claim based on our belief that a liability is not probable and any range of potential future charge cannot be reasonably estimated at this time.

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OUTLOOK Canadian Operations Trican has experienced a meaningful increase in demand for its services during the third quarter, with most service lines running at full utilization on the 50% of the equipment we have active except for fracturing services. Trican believes we are in an environment where oil and gas prices are stabilizing at a sustainable level and as a result, we expect demand for the Company’s services will continue to gradually rise during the fourth quarter and first quarter of 2017. All service lines, with the exception of nitrogen, are fully booked during the fourth quarter based upon available equipment and crews. We are still seeing some weather and road ban delays in October but less than we saw in September and we anticipate that once the ground freezes we should be able to get back to normal scheduling in November. As usual, we anticipate a slowing at the end of December for the holiday season but at this time, cannot predict whether that slowing will occur in the middle or late December. As commodity prices steady and activity levels continue to rise, we expect our customers to increase capital budgets for 2017. The combination of increasing activity levels and strong customer relationships leads us to believe that our active equipment fleet will be near full utilization throughout the fourth quarter and carrying into 2017. That being said, pricing increases for our services, minimizing equipment non-productive time, focusing on job efficiencies and effective cost management are critical to Trican’s profitability in the current industry environment. Service intensity remains strong as sand per well and sand per stage have both increased significantly year over year. Activity in liquids rich gas plays in areas such as the Montney, Deep Basin, and Duvernay remains strong and is expected to continue to trend positively. As the price of oil continues to improve, we anticipate a meaningful increase in Cardium, Viking and other oil related plays throughout the remainder of 2016 and into 2017. We are not currently anticipating activating any additional equipment. However, management will consider activating parked equipment if service prices increase to a sustainable level and we are confident that long-term demand exists. Staffing challenges and labour constraints are beginning to emerge and may become a significant risk to activating parked equipment in the future. The Company experienced some improvement in prices near the end of the third quarter, which brought prices to near Q1 levels. We believe that with the expected increase in demand on the active fleet, further price improvements will be realized throughout Q4 and continue into 2017. Customers have been more likely to commit to work programs throughout the fourth quarter and though meaningful improvements in prices have yet to be realized, we are confident that we have seen the bottom in pressure pumping prices and are in an environment where we expect them to gradually improve. With higher activity levels and an improved pricing environment, management believes Trican is in a position to realize improved margins and cash flow in the coming quarters. The Company has committed to strengthening its balance sheet throughout this downturn, and we believe that we are well-positioned to remain a segment leader in the Canadian market and take advantage of the recent and further expected improvements in the industry. Keane Investment As conditions in the oilfield services industry continue to improve Keane is evaluating strategic alternatives. The implementation of any strategic alternative is subject to market conditions and other considerations and there can be no assurances that any strategic alternative would be implemented. BUSINESS RISKS A discussion of certain business risks faced by Trican may be found under the “Risk Factors” section of our Annual Information Form dated March 29, 2016, and “Business Risks” in our management’s discussion and analysis for the year ended December 31, 2015, which are available under Trican’s profile at www.sedar.com.

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INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in Trican’s internal control over financial reporting that occurred during the quarter ending September 30, 2016, which have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting. SUMMARY OF QUARTERLY RESULTS

(2) Trican’s financial statements for the year ended December 31, 2015 have been amended to correct certain immaterial errors involving other comprehensive income. Please see Immaterial Corrections section of the MD&A as well as Note 12 of the unaudited interim consolidated financial statements and accompanying notes, for the three and nine-month periods ended September 30, 2016. NON-GAAP DISCLOSURE

Operating income / (loss), adjusted operating income / (loss) and funds provided by / (used in) operations do not have any standardized meaning as prescribed by IFRS and, therefore, are considered non-GAAP measures. Funds provided by / (used in) operations has been reconciled to profit / (loss). Adjusted general and administrative expenses and adjusted corporate expenses have been reconciled to Administrative expenses. Operating income / (loss) and adjusted operating income / (loss) have been reconciled to gross profit / (loss), being the most directly comparable measures calculated in accordance with IFRS.

(thousands; unaudited) Three months ended Nine months ended

Sept. 30,

2016 Sept. 30,

2015 June 30,

2016 Sept. 30,

2016 Sept. 30,

2015

Funds (used in) / provided by operations (3) (8,192) 29,855 (34,589) (79,278) ($14,484)

Charges to income not involving cash

Depreciation and amortization (16,423) (18,485) (17,615) (54,158) (55,511)

Amortization of debt issuance costs (656) (218) (978) (3,123) (654)

Equity-settled share-based compensation (670) (752) (675) (2,133) (3,572)

Gain on disposal of property and equipment 196 (178) 341 642 499

Unrealized gain on marketable securities 2,459 - - 2,495 -

Net finance costs (4,029) (8,255) (7,767) (20,597) (26,233)

Unrealized foreign exchange gain / (loss) (269) 14,525 (985) (1,254) 23,155

Asset impairment (1,999) - - (1,999) -

Income tax recovery 12,268 (7,881) 13,913 41,686 3,527

Adjust for interest and tax outflows/(inflows)

Interest paid 2,236 3,182 7,530 18,421 21,405

Income tax (refund)/paid 297 (1,700) 403 1,637 5,527

Loss for the period (IFRS financial measure) attributed to Owners of the Company (14,746) 10,093 (40,422) (97,661) ($46,341)

(3) Trican’s financial statements for the period ended June 30, 2016 have been amended to correct certain immaterial errors involving unrealized gains and losses. Please see Immaterial Corrections section of the MD&A as well as Note 12 of the unaudited interim consolidated financial statements and accompanying notes, for the three and nine-month periods ended September 30, 2016.

Attributable to owners of the Company 2016 2015 2014

Q3 Q2 Q1 Q4(2) Q3(2) Q2 Q1 Q4

Total Revenue 78.0 32.5 172.0 261.7 356.0 230.6 476.1 755.4

Profit / (loss) from continuing operations (14.7) (40.4) (42.5) (65.8) 10.1 (37.7) (18.7) 18.3

Per share – basic and diluted (0.08) (0.26) (0.29) (0.44) 0.07 (0.25) (0.13) 0.12

Profit / (loss) from discontinued operations (23.4) (24.7) 63.4 (239.9) (213.3) (245.5) (17.0) (13.4)

Per share – basic (0.12) (0.16) 0.43 (1.61) (1.43) (1.65) (0.11) (0.09)

Per share – diluted (0.12) (0.16) 0.42 (1.61) (1.44) (1.65) (0.11) (0.09)

Profit / (loss) attributable to Owners of the Company

(38.1) (65.1) 20.9 (305.7) (203.2) (283.2) (35.7) 4.9

Per share – basic (0.20) (0.42) 0.14 (2.05) (1.36) (1.90) (0.24) 0.03 Per share – diluted (0.20) (0.42) 0.13 (2.05) (1.36) (1.90) (0.24) 0.03

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Sept. 30,

2016

Sept. 30,

2015

June 30,

2016

Sept. 30,

2016

Sept. 30

2015

Consolidated gross loss (IFRS financial measure) (13,650) 18,105 (28,532) (73,468) (19,544)

Deduct:

Administrative expenses 4,659 2,930 4,122 13,543 12,877

Corporate expenses 4,883 4,224 14,165 29,518 21,731

Add:

Corporate depreciation and amortization -

administrative 1,157 1,186 1,257 4,053 3,252

Depreciation expense - administrative 822 1,309 911 3,037 3,120

Depreciation expense – cost of sales 14,444 15,991 15,448 47,068 49,139

Consolidated operating loss (6,769) 29,436 (29,204) (62,371) 1,359

Add:

Severance costs 2,231 1,765 8,382 18,513 9,190

Professional fees related to restructuring - - 77 122 700

Amortization of debt issuance costs 656 218 978 3,123 654

Equity-settled share-based compensation 670 752 675 2,133 3,572

Adjusted consolidated operating loss (3,212) 32,172 (19,091) (38,480) 15,475


Sept. 30,

2016

Sept.30,

2015

June 30,

2016

Sept. 30,

2016

Sept. 30,

2015

Consolidated gross loss (IFRS financial measure) (13,650) 18,105 (28,532) (73,468) (19,544)

Add:

Corporate expense – cost of sales 700 5,127 893 5,082 15,630

Canadian gross loss (IFRS financial measure) (12,950) 23,232 (27,639) (68,386) (3,914)

Deduct:

Administrative expenses 4,659 2,930 4,122 13,543 12,877

Corporate depreciation expense – cost of sales 82 91 88 257 277

Add:

Depreciation expense – administrative 822 1,309 911 3,037 3,120

Depreciation expense – cost of sales 14,526 16,082 15,536 47,325 49,416

Canadian operating loss (2,344) 37,600 (15,403) (31,824) 35,468

Add:

Severance costs (4) 1,689 609 4,444 12,320 7,060

Equity-settled share-based compensation(4) 285 262 258 816 1,244

Adjusted Canadian operating loss (369) 38,473 (10,700) (18,688) 43,772

(4) Exclusive of corporate expenses

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Sept. 30, 2016

Sept.30, 2015

June 30, 2016

Sept. 30, 2016

Sept. 30, 2015

Administrative Expenses (IFRS financial measure) 9,542 7,154 18,287 43,061 34,608

Deduct:

Administrative expenses - Corporate 4,883 4,224 14,165 29,518 21,731

Administrative depreciation and amortization- Operations 822 1,309 911 3,037 3,120

General and administrative costs, Canadian Operations 3,837 1,622 3,212 10,506 9,757

Deduct:

Equity-settled share-based compensation - administrative(5) 285 262 258 816 1,244

Severance- administrative(5) 60 20 394 617 203

Adjusted general and administrative expenses, Canadian Operations 3,492 1,340 2,560 9,073 8,310

(5) Exclusive of corporate expenses


Sept. 30,

2016 Sept.30,

2015 June 30,

2016 Sept. 30,

2016 Sept. 30,

2015

Administrative Expenses (IFRS financial measure) 9,542 7,154 18,287 43,061 34,608

Add:

Cost of sales- Corporate

700

5,127 893 5,082

15,630

Deduct:

Administrative expenses- Operations 4,659 2,930 4,122 13,544 12,877

Administrative depreciation and amortization- Corporate

1,157 1,186 1,257 4,053 3,252

Corporate expenses

4,425

8,164

13,801 30,547

34,109

Deduct:

Equity-settled share-based compensation - Corporate

385

490

417

1,316

2,328

Amortization of debt issuance costs

656

218

978

3,123

654

Severance-Corporate

542

1,157

3,938

6,193

2,130

Professional Fees- Corporate

-

-

77

122

700

Adjusted Corporate expenses 2,842 6,299 8,391 19,793 28,298

FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking information and financial outlook based on Trican's current expectations, estimates, projections and assumptions that were made by the Company in light of information available at the time the statement was made. Forward-looking information and financial outlook that address expectations or projections about the future, and other statements and information about the Company's strategy for growth, expected and future expenditures, costs, operating and financial results, future financing and capital activities are forward-looking statements. Some forward-looking information and financial outlook are identified by the use of terms and phrases such as "anticipate", "achieve", "estimate", "expect", "intend", "plan", "planned", and other similar terms and phrases. This forward-looking information and financial outlook speak only as of the date of this document and we do not undertake to publicly update this forward-looking information and financial outlook except in accordance with applicable securities laws. This forward-looking information and financial outlook include, among others:

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Anticipated adjustments to our active equipment fleet, and related adjustments to cost structure;

Anticipated industry activity levels in jurisdictions of the Company’s operations for the remainder of 2016 and entering 2017, as well as customer work programs and equipment utilization levels;

Anticipated commodity price levels and rig count information;

Anticipated compliance with debt and other covenants under the Second 2016 Amended Credit Agreements;

Expectations regarding the success of its cost control measures and further cost reductions;

Expectations regarding capital spending during 2016 and 2017;

Expectations regarding the Company’s financial results, working capital levels, liquidity and profits;

Expectations regarding activity levels in certain areas, formations, and plays;

Expectations regarding service intensity;

Expectations regarding pricing of the Company’s services;

Expectations regarding the impact of discontinued operations in various international regions on the Company going forward;

Anticipated ability of the Company to meet foreseeable funding requirements;

Expectations surrounding weather and seasonal slowdowns.

Forward-looking information and financial outlook is based on current expectations, estimates, projections and assumptions, which we believe are reasonable but which may prove to be incorrect. Trican's actual results may differ materially from those expressed or implied and therefore such forward-looking information and financial outlook should not be unduly relied upon. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things; Trican's ability to continue its operations for the foreseeable future and to realize its assets and discharge its liabilities and commitments in the normal course of business; Trican being compliant with debt and other covenants; industry activity levels, including its effect of reducing the Company's capital and maintenance expenditures; the completion of currently planned work activities by our customers; the general stability of the economic and political environment; effect of market conditions on demand for the Company's products and services and prices that can be obtained for those products and services; the ability to achieve planned cost reductions; the ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability to operate its business in a safe, efficient and effective manner; the performance and characteristics of various business segments; the effect of current plans; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters; changes in competition and pricing in the oilfield service business; and unanticipated costs and liabilities.

Forward-looking information and financial outlook is subject to a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks and uncertainties include: failure to meet the agreed upon covenants with the Company's lenders; fluctuating prices for crude oil and natural gas; changes in drilling activity; general global economic, political and business conditions; changes in interest rates; competitive and business conditions in the markets where the Company operates; weather conditions; regulatory changes; the successful exploitation and integration of technology; customer acceptance of technology; success in obtaining and defending issued patents; the potential development of competing technologies by market competitors; and availability of products, qualified personnel, manufacturing capacity and raw materials. The foregoing important factors are not exhaustive. In addition, actual results could differ materially from those anticipated in forward-looking information provided herein as a result of the risk factors set forth under the section entitled "Risks Factors" in our Annual Information Form dated March 29, 2016, and under the section entitled “Business Risks” in our management’s discussion and analysis for the year ended December 31, 2015. Readers are also referred to the risk factors and assumptions described in other documents filed by the Company from time to time with securities regulatory authorities. Trican undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward looking information.

Additional information regarding Trican including Trican’s most recent annual information form is available under Trican’s profile on SEDAR (www.sedar.com).

http://www.sedar.com/

management’s discussion and analysis · expenses, adjusted corporate expenses and funds provided...

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