q2 2017 - interim report (final)q2 2017 represented the highest quarterly volume of proppant pumped...

TRICAN WELL SERVICE LTD.Q2 2017 INTERIM REPORT

Management’s Discussion and Analysis and Financial Statements

Six Months Ended June 30, 2017

Trican Well Service Ltd.

02 | Q2 2017 Interim Report

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS .......................................................................................................................................................... 3Overview .......................................................................................................................................................................................................................................................3

Continuing Operations - Financial Review ................................................................................................................................................................................4

Second Quarter Highlights .................................................................................................................................................................................................................4

Outlook ...........................................................................................................................................................................................................................................................5

Continuing Operations - Comparative Quarterly Income Statements .....................................................................................................................6

Continuing Operations - Comparative Year-To-Date Income Statements .............................................................................................................9

Liquidity, Capital Resources and Future Operations ..........................................................................................................................................................11

Investments in Keane .......................................................................................................................................................................................................................... 14

Summary of Quarterly Results ....................................................................................................................................................................................................... 14

Business Risks ........................................................................................................................................................................................................................................... 14

Trican Estimated Combined Financial Results .......................................................................................................................................................................15

Results of Canyon Prior to the Transaction ............................................................................................................................................................................ 16

Internal Control Over Financial Reporting ...............................................................................................................................................................................17

Non-GAAP Disclosure ..........................................................................................................................................................................................................................17

Common Industry Terms ...................................................................................................................................................................................................................19

Forward-Looking Statements ....................................................................................................................................................................................................... 20

FINANCIAL STATEMENTS ......................................................................................................................................................................................................22Condensed Consolidated Statements of Financial Position ........................................................................................................................................ 22

Condensed Consolidated Statements of Comprehensive Loss ................................................................................................................................ 23

Condensed Consolidated Statements of Changes in Equity ...................................................................................................................................... 24

Condensed Consolidated Statements of Cash Flows ...................................................................................................................................................... 25

Notes to the Condenses Consolidated Interim Financial Statements .................................................................................................................... 26

Note 1 - Nature of Business, Basis of Preparation and Summary of Significant Accounting Policies ......................................... 26

Note 2 - Critical Accounting Estimates and Judgments ....................................................................................................................................... 26

Note 3 - New Accounting Standards and Pronouncements Not Yet Adopted ...................................................................................... 27

Note 4 - Assets Held for Sale and Discontinued Operations.............................................................................................................................. 27

Note 5 - Business Combination ........................................................................................................................................................................................... 30

Note 6 - Loans and Borrowings ........................................................................................................................................................................................... 31

Note 7 - Share Capital and Accumulated Other Comprehensive Income ................................................................................................. 32

Note 8 - Earnings / (Loss) Per Share ................................................................................................................................................................................... 33

Note 9 - Shared-Based Compensation ............................................................................................................................................................................ 33

Note 10 - Cost of Sales and Administrative Expenses ............................................................................................................................................ 35

Note 11 - Income Taxes ............................................................................................................................................................................................................. 36

Note 12 - Financial Instruments ........................................................................................................................................................................................... 36

Note 13 - Other Commitments and Contingencies ................................................................................................................................................ 38


Q2 2017 Interim Report | 03

MANAGEMENT’S DISCUSSION AND ANALYSISThis management discussion and analysis (MD&A) is dated August 10, 2017. It should be read in conjunction with the condensed consolidated interim financial statements and notes of Trican Well Service Ltd. (“Trican” or the “Company”) as at and for the three and six months ending June 30, 2017 and 2016 as well as the audited consolidated financial statements and notes as at and for the years ended December 31, 2016 and 2015. Additional information relating to the Company, including the Company’s Annual Information Form (AIF) for the year ended December 31, 2016, is available online at www.sedar.com.

Basis of Presentation: Unless otherwise noted, all financial information has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). All financial information is reported in Canadian dollars, unless otherwise noted. Certain figures have been reclassified to conform to the current year presentation of this MD&A.

Significant Event: On June 2, 2017, the Company closed an arrangement with Canyon Services Group Inc. (“Canyon”) pursuant to which the Company acquired all of the issued and outstanding common shares of Canyon (the “Canyon Shares”) on the basis of 1.70 common shares of Trican (the “Trican Shares”) for each outstanding Canyon Share (the “Transaction”).

Three and six month financial results include Canyon’s financial and operational results effective June 2, 2017.

Non-GAAP Measures: Trican makes reference to operating income / (loss), adjusted operating income / (loss), and adjusted general and administrative expenses. 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 net income / (loss), operating income / (loss), adjusted operating income / (loss); and adjusted general and administrative expenses are useful supplemental measures. These financial measures are reconciled to IFRS measures in the Quarterly Financial Review and Non-GAAP Measures section of this MD&A.

Common Industry Terms: For a list of abbreviations and terms that may be used in this MD&A, refer to Common Industry Terms section of this MD&A.

Risks and Forward-Looking Statements: The Company’s financial and operational performance is potentially affected by a number of factors, including, but not limited to the factors described in the Business Risks section of this MD&A and the Company’s other disclosure documents.

This MD&A includes forward-looking information based on the Company’s current expectations, estimates, projections and assumptions. This information is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Users of this information are cautioned that the actual results may differ materially. Refer to the Forward-Looking Statements section of this MD&A for information on material risk factors and assumptions underlying our forward-looking information.

OVERVIEWHeadquartered in Calgary, Alberta, Trican has continuing operations in Canada which provide 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 Keane Group Holdings, LLC (“Investments in Keane”), a Delaware limited liability company whose only asset is common shares in Keane Group, Inc. (“Keane”), a New York Stock Exchange Listed company that operates in the United States.

The following MD&A focuses on the financial and operating results for Trican’s continuing operations. For further details related to Trican’s discontinued operations in Canada (related to the completion tools services), Russia (related to pressure pumping operations and completion tools services), United States (related to pressure pumping operations and completion 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 six month periods ended June 30, 2017.



CONTINUING OPERATIONS - FINANCIAL REVIEW (1, 2)

Three months ended Six months ended

($ millions, except per share amounts; job count; proppant 2

proppant 2 (thousands); and HHP 2 (thousands); unaudited)June 30,

2017June 30,

2016March 31,

2017June 30,

2017June 30,

2016

Revenue $137.2 $32.5 $149.4 $286.6 $132.4

Gross profit / loss (0.4) (28.5) 17.8 17.5 (59.8)

Operating income / loss (1) (4.0) (29.2) 22.7 18.7 (55.6)

Adjusted operating income / (loss) (1) 12.2 (19.1) 26.0 38.3 (35.3)

Net income / (loss) 8.1 (40.4) (37.6) (40.8) (82.9)

Per share - basic and diluted $0.03 ($0.26) ($0.19) ($0.19) ($0.55)

Job count (2) 2,267 1,310 3,554 5,821 3,776

Proppant pumped (tonnes) (2) 293 58 235 528 173

Canadian segment hydraulic pumping capacity

Total average HHP (2) 508 424 424 466 424

Total exit HHP (2) 680 424 424 680 424

Total exit active HHP (2) 476 232 254 476 232

SECOND QUARTER HIGHLIGHTS � On June 2, 2017, completed the Transaction acquiring all of the Canyon Shares.

� Consolidated revenue from continuing operations for Q2 2017 was $137.2 million, an increase of 322% compared to Q2 2016, and comparable to Q1 2017 revenue of $149.4 million.

� Fracturing intensity increased significantly as the Company pumped approximately four times more proppant this quarter compared to the same period last year, and approximately 25% more than Q1 2017 volumes.

� Q2 2017 represented the highest quarterly volume of proppant pumped in Canada by Trican.

� Adjusted operating income (1) for the quarter was $12.2 million, compared to a $19.1 million adjusted operating loss in Q2 2016.

� Annualized cost synergies (1) of $18 million.

� Negotiated price increases for the second half of 2017 of 20%-25% from Q1 2017 levels.

� Exited Q2 2017 with all of our activated equipment fully utilized. We expect full utilization to carry-forward through the rest of 2017.

Utilization of our activated equipment during Q2 2017 was relatively high during the normally slow spring break-up (2) season. The result was that Trican pumped more proppant(2)

in Q2 2017 relative to both Q1 2017 and Q2 2016. This resulted in the Company generating positive adjusted operating income (1), significantly ahead of Q2 2016 levels. Second quarter 2017 adjusted operating income (1) remained positive despite typical spring break-up (2) conditions and customer delays from some of the Company’s largest customers. In Q4 2016, the Company had agreed to spring break-up (2) discounted pricing arrangements with certain of its customers to ensure minimum levels of activity during Q2 2017. This resulted in an approximate 8% pricing decline in Q2 2017 relative to Q1 2017. However, pricing levels have increased significantly compared to the second quarter of 2016.

(1) See Non-GAAP Measures described on page 17 of this MD&A.

(2) See Common Industry Terms.



OUTLOOKDemand for our services has been steadily increasing during the past nine months, and this trend intensified very early in the first quarter of 2017 and carried on into the second quarter. We are currently operating at approximately 70% of our total fracturing capacity and 60% of our other pressure pumping equipment. The key limiting factor to activating more equipment is the lack of qualified personnel, which will be the key challenge to reactivating additional equipment.

The undersupply of manned equipment in the pressure pumping industry resulted in many customers not completing their work programs in the first half of the year and pushed their programs to the second half. We expect this backlog of work, combined with our anchor customers’ planned third quarter programs will result in third quarter activity levels being considerably higher on a sequential and year-over-year basis for all of our service lines. Management’s expectations for the second half of 2017 are that activity and pricing will continue to build from second quarter levels as many work programs have been or are being repriced for the third and fourth quarters of 2017. Specifically, the Company anticipates price increases of approximately 20%-25% for pressure pumping services relative to Q1 2017 pricing levels. We do not anticipate pricing increases to translate fully to increased margins due to cost inflation.

We activated 57,500 HHP of fracturing equipment and 4 cement crews during the first half of 2017 and will continue to add capacity where possible. In the current commodity price environment, we believe that demand is sufficient that two more fracturing crews can be added in the third quarter, with the possibility for a third crew to be activated once we receive clarity of our customer’s 2018 budgets. This would represent the activation of an incremental 75,000 HHP currently parked fracturing equipment and bring our total active horsepower to 85% of our fracturing fleet. If activity levels remain high and sufficient personnel are recruited, our entire fracturing fleet could be activated within the next twelve months. We expect that these activations would secure work at the leading edge of pricing which would provide Trican with rates of return in excess of

our cost of capital. To support our reactivation efforts, we have continued to hire and train during spring break-up.

The integration of Canyon with Trican is progressing as planned. We had previously anticipated $20 million of annualized cost synergies and have already achieved approximately $18 million of cost synergies (annualized) to-date. The largest intangible synergy already being realized (and not included in the $18 million estimate) is the integration of operations which is allowing us to service more customers and increase our overall operational efficiency levels.

The primary challenges the Company expects in the second half of 2017 are:

� Personnel optimization: increasing our headcount to reactivate idled equipment to service excess customer demand; and

� Minimizing cost inflation: minimizing the effects increasing pressure pumping activity will have on the Company’s ongoing cost of operating.

Personnel Optimization

While the Company did not add significant staff through second quarter recruiting efforts, the acquisition of Canyon provided an incremental labour pool which has assisted the Company in optimizing organizational efficiency. As a result of having additional crews and equipment that provide more flexibility, the newly combined Company has been able to service incremental customers that each of Canyon and Trican individually would not have been able to service. This efficiency is evidenced by the sequential increase in overall proppant volumes pumped during Q2 2017 relative to Q1 2017.

Minimizing Cost Inflation

Trican continues to be proactive in working with its suppliers to ensure the effects of cost inflation are muted. The acquisition of Canyon provides further scale with which Trican can work with its suppliers to minimize the effects of cost inflation. In addition, the increased scale of the Company has allowed the Company to optimize the business as can be evidenced by the previously described annualized cost synergies (1).




2017 Capital Expenditures

The Company expects to spend approximately $25 million on capital equipment during the second half of 2017. The capital expenditures are selectively targeted at equipment that will assist in improving Trican’s operational efficiencies, particularly in the area of proppant logistics

and handling. The Company anticipates that maintenance capital expenditures will increase as the intensity of hydraulic fracturing increases; however, we believe that current pricing strategies reflect this anticipated increase in fracturing intensity.

CONTINUING OPERATIONS - COMPARATIVE QUARTERLY INCOME STATEMENTS (1, 2)

($thousands, except tonnes; unaudited) Three months ended

June 30, 2017

% of Revenue

June 30, 2016

% of Revenue

March 31, 2017

% of Revenue

Revenue 137,197 100% 32,518 100% 149,403 100%Expenses Materials and operating (1) 118,178 86% 45,515 140% 117,212 78% General and administrative (1) 23,030 17% 16,207 50% 9,519 6%Operating income / (loss) (1) (4,011) (3%) (29,204) (90%) 22,672 15% Finance costs 2,867 2% 8,016 25% 3,728 2% Depreciation and amortization 21,882 16% 17,615 54% 15,254 10% Foreign exchange (gain) / loss 3,228 2% 59 -% (1,231) (1%) (Gain) / loss on investments in Keane (46,332) (34%) - -% 51,997 35% Finance and other (income) / loss (911) (1%) (559) (2%) (2,861) (2%)Income / (loss) before income taxes 15,255 11% (54,335) (167%) (44,215) (30%)Income tax expense / (recovery) 7,200 5% (13,913) (43%) 4,637 3%Net income / (loss) - Continuing Operations 8,055 6% (40,422) (124%) (48,852) (33%)

Adjusted operating income / (loss) (1) 12,249 9% (19,092) (59%) 26,030 17%Gross profit / (loss) (1) (350) -% (28,532) (88%) 17,825 12%Job count (2) 2,267 1,310 3,554Revenue per job (1) 59,878 24,411 41,601Proppant pumped (tonnes) (2) 293,000 58,000 235,000



The above financial results reflect the acquisition of Canyon and therefore include, revenue and expenses for the period from June 2, 2017 to June 30, 2017. Financial results, when compared to prior periods, will be affected by the addition of Canyon on June 2, 2017. The addition of Canyon contributed $42.3 million of revenue to continuing operations of Trican in the second quarter of 2017. For a further discussion on Canyon’s financial results prior to the acquisition, see Results of Canyon Prior to the Transaction section within this MD&A.



Sales Mix

(unaudited)Three months ended,

June 30, 2017

June 30, 2016

March 31, 2017

% of Total RevenueFracturing 71% 44% 56%

Cementing 14% 24% 29%

Industrial Services 5% 3% 1%

Coiled Tubing 2% 7% 5%

Acidizing 2% 4% 4%

Nitrogen 2% 14% 3%

Fluid Management 2% -% -%

Other 2% 4% 2%

Total 100% 100% 100%

Q2 2017 Overview (Compared to Prior Year)

Revenue

The Canyon acquisition, combined with continued strong demand for the Company’s services, resulted in revenues increasing by 322% from the comparative period. The significant demand for fracturing services experienced during Q1 2017 carried over into the second quarter of 2017, resulting in crews remaining active throughout the quarter. Pricing for our pressure pumping services was higher compared to the second quarter of 2016. The job count (1) and revenue per job (2) increased 73% and 145%, respectively, as compared to last year. Revenue per job increased as a result of higher pricing and larger job sizes for the fracturing and cementing service line. Sales mix will impact revenue per job calculation therefore, with a greater weighting to the larger fracturing jobs in Q2 2017 compared to Q2 2016, revenue per job increased.

Operating Expenses

Materials and operating expenses decreased to 86% of revenue compared to 140% for the same period in 2016. The significant improvement in operating leverage is due to pricing improvement, increased activity, a lower fixed cost structure and the fact that certain clients supply their own proppant.

Administrative Expenses

Administrative expenses increased for the period primarily due to Canyon acquisition costs including related severance costs. Despite the acquisition of Canyon, adjusted administrative expenses (2) for the second quarter of 2017

remained relatively flat at $6.8 million compared to $6.1 million the same period last year. Cost reduction initiatives that occurred throughout 2016 and a decrease in cash-settled share-based compensation expense were offset by the increase in adjusted administrative expenses (2) resulting from the addition the acquired Canyon business. Cash-settled share-based compensation includes restricted share unit expenses, deferred share unit expenses and performance share unit expenses which are correlated to the number of vested units and the movement in Trican’s share price.

Overall Results Summary

Gross profit and adjusted operating income (2) in Q2 2017 increased $28.2 million and $31.3 million, respectively, when compared to the same period last year. This reflects a significant improvement in pricing and activity levels, the acquisition of Canyon, and an improved fixed cost structure.

Q2 2017 Other Expenses and Income (Compared to Prior Year)

Finance Costs

Finance costs for the second quarter of 2017 decreased 64% when compared to the same period of 2016. This decrease is mainly due to the decrease in interest expense on loans, due to lower average borrowings, lower impact of debt issue expenses, and lower bank fees associated with debt agreement renegotiations.

(1) See Common Industry Term.




Depreciation and Amortization

Depreciation and amortization expense increased during Q2 2017 compared to Q2 2016 as a result of the recognition of amortization expense associated with equipment and intangible assets originating from the Canyon acquisition.

Foreign Exchange

A foreign exchange loss of $3.2 million has been recorded in the second quarter of 2017, compared to $0.01 million recorded for the same period in 2016. This is mostly due to foreign exchange losses related to the Company’s investments in Keane. The translation of the net assets of international entities are reported in discontinued operations.

Income Taxes

The Company is primarily affected by tax rates in Canada and the United States. The Company had an effective tax rate of 47% for the quarter ended June 30, 2017, which represents a higher than anticipated tax recovery. The primary reason the effective tax rate did not equal the expected tax rate of 26.9% is due to income before tax including gains previously recognized in other comprehensive income (“OCI”) related to the Company’s investments in Keane that are held in the United States. The Company has previously recognized the deferred tax assets within net income when the gains were initially recorded within OCI.

Gain/Loss on Investments in Keane

During the second quarter of 2017, the Company recorded $46.3 million of gains. See Investments in Keane for further discussion.

Other Comprehensive Income

OCI includes the effects of foreign currency translation (“FCTA”) adjusted by the reclassification of FCTA to net income for entities that have been sold or substantially disposed. OCI also includes the change in fair value, net of tax, of Trican’s Class A shares held as part of its Equity Interest in Keane adjusted by reclassification to net income for realized gains on the Class A shares. Class A Shares have been classified as available-for-sale.

The Company incurred other comprehensive loss of $10.8 million during the second quarter of 2017, compared to income of $5.1 million during the comparative period. The loss included the net unrealized loss on Trican’s Equity Interest in Keane which was $11.0 million, and foreign currency translation gain of $0.2 million.

Q2 2017 Summary (Compared with Q1 2017)

Second quarter revenue saw a modest sequential decrease of 8% from the first quarter of 2017. Traditionally, spring break-up (2) conditions cause a more sizable decrease in revenue, however, robust demand for fracturing services, combined with the Canyon acquisition, resulted in only a modest pull-back in sequential revenues. Demand for fracturing services is evidenced by a sequential increase in proppant pumped to 293,000 tonnes, from 235,000 tonnes in Q1 2017. Cementing experienced a more traditional spring break-up (1) decline, which was consistent with the decline in WCSB (1) industry rig activity of 55%. Overall, strong fracturing demand offset seasonal cementing declines, resulting in slightly lower sequential revenue, and positive adjusted operating income levels. (1)

Average revenue per job increased 44% from the prior quarter due primarily to a sales mix that was weighted to fracturing services which generally sees larger revenue per job. As previously discussed in the Second Quarter Highlights, the Company had negotiated second quarter 2017 price concessions to ensure minimum activity levels through spring break-up. (2) The impact of these pricing concessions was an approximate 8% decline in fracturing pricing levels. Substantially all of the pricing discounts had expired by the end of the second quarter.

Q2 2017 Discontinued Operations (Compared to Prior Year)

Discontinued operations include the results of pressure pumping operations in the United States and International operations, which were suspended or sold throughout 2015 and 2016. Additionally, discontinued operations include the completion tools business, which was sold in July 2016. The completion tools business had operations in Canada,





the United States, Norway and Russia. The decisions to discontinue these businesses are not anticipated to have a significant effect on the continuing operations of the Company.

Discontinued operations for the second quarter of 2017 include revenues of $nil compared to $13 million of revenues for the second quarter of 2016. The net loss from discontinued operations was $1.6 million in the second quarter of 2017, compared to a net loss for the three month period ended June 30, 2016 of $24.5 million.

Management continues its efforts to wind up foreign operations resulting in assets being classified as held for

sale. At June 30, 2017, the net carrying value of the assets and liabilities located in these regions was $4.6 million. The Company also had assets held for sale with a net carrying value of $3.2 million in continuing operations which consisted mainly of real estate property.

Results from discontinued operations have not been included in the tables above. For information related to Trican’s discontinued operations, please see the unaudited interim consolidated financial statements for the three and six months ended June 30, 2017, as well as the audited annual consolidated financial statements and accompanying notes, and the MD&A for the year ended December 31, 2016.

CONTINUING OPERATIONS - COMPARATIVE YEAR-TO-DATE INCOME STATEMENTS (1, 2)

($thousands, except tonnes; unaudited) Six months ended

June 30, 2017

% of Revenue

June 30, 2016

% of Revenue

Year- Over-

Year Change

% Change

Revenue 286,600 100% 132,366 100% 154,234 117%

Expenses Materials and operating (1) 235,389 82% 159,385 120% 76,004 48%

General and administrative (1) 32,549 11% 28,583 22% 3,966 14%

Operating income / (loss) (1) 18,662 7% (55,602) (42%) 74,264 (134%)

Finance costs 6,596 2% 17,026 13% (10,430) (61%)

Depreciation and amortization 37,137 13% 37,735 29% (598) (2%)

Foreign exchange (gain) / loss 1,996 1% 2,995 2% (999) (33%)

(Gain) / loss on investments in Keane 5,665 2% - -% 5,665 100%

Finance and other income (3,771) (1%) (1,027) (1%) (2,744) 267%

Loss before income taxes (28,961) (10%) (112,331) (85%) 83,370 (74%)

Income tax expense / (recovery) 11,837 4% (29,419) (22%) 41,256 (140%)

Net loss (40,798) (14%) (82,912) (63%) 42,114 (51%)

Adjusted operating income / (loss) (1) 38,280 13% (35,268) (27%) 73,548 (209%)

Gross profit / (loss) (1) 17,475 6% (59,818) (45%) 77,293 (129%)

Job count (2) 5,821 3,776 2,045 54%

Revenue per job (1) 55,951 34,819 21,131 61%

Proppant pumped (tonnes) (2) 528,000 173,000 355,000 205%





The preceding financial results reflect the acquisition of Canyon and include revenue and expenses for the period from June 2, 2017 to June 30, 2017. Financial results, when compared to prior periods, will be affected by the addition of Canyon on June 2, 2017. The addition of Canyon contributed $42.3 million of revenue to continuing operations of Trican in the first half of 2017. For a further discussion on Canyon’s financial results, see Results of Canyon Prior to the Transaction section within this MD&A.

Six Months of 2017 Overview (Compared to Prior Year)

Revenue

Strong demand for the Company’s services resulted in revenues increasing by 117% when compared with the 2016 prior period. The significant demand for fracturing services resulted in active crews being substantially booked throughout the first half of 2017. Sales mix impacts the revenue per job calculation, therefore with a greater weighting to the larger fracturing jobs for the first half of 2017 compared to 2016, revenue per job has increased. Pricing for our pressure pumping services was higher relative to 2016. The job count (1) and revenue per job (2) increased 54% and 61%, respectively, as compared to last year. Revenue per job increased as a result of higher pricing and larger job size for the fracturing and cementing service line.

Operating Expenses

Materials and operating expenses primarily relate to product (proppant and chemicals), personnel, and maintenance. Expenses decreased to 82% of revenue compared to 120% for the same period in 2016. The significant improvement in operating leverage is due to pricing improvement, increased activity, a lower fixed cost structure and the fact that certain clients supply their own proppant.

Administrative Expenses

Administrative expenses increased 14% for the period primarily due to Canyon acquisition costs. Adjusted administrative expenses (2) for the first half of 2017 increased to $12.9 million compared to $8.3 million the same period last year. Cost reduction initiatives that occurred throughout 2016 offset the increase in adjusted administrative expenses(2) resulting from additional administrative costs needed to operate the acquired Canyon business. Cash-

settled share-based compensation includes restricted share unit expenses, deferred share unit expenses and performance share unit expenses which are correlated to the number of vested units and the movement in Trican’s share price.

Overall Results Summary

Gross profit and adjusted operating income (2) in the first half of 2017 increased $77.3 million and $73.5 million, respectively, when compared to the same period last year. Net loss narrowed to a loss of $40.8 million (six months ended June 30, 2016: $82.9 million). This reflects a significant improvement in pricing and activity, the acquisition of Canyon, an improved fixed cost structure offset by Canyon acquisition costs and a loss in the current period from investments in Keane.

Six Months of 2017 Other Expenses and Income (Compared to Prior Year)

Finance Costs

Finance costs for the first half of 2017 decreased $10.4 million when compared to the same period of 2016. This decrease is mainly due to the decrease in interest expense on loans, average borrowings, and borrowing fees.

Depreciation and Amortization

Depreciation and amortization expense of $37.1 million remained flat during the first half of 2017 compared to the first half of 2016. An increase in depreciation and amortization resulting from the acquisition of the Canyon assets was offset by a net decrease in depreciable average gross book value of assets for continuing operations.

Foreign Exchange

A foreign exchange loss of $2.0 million has been recorded in the first half of 2017, compared to a loss of $3.0 million for the same period in 2016. This is mostly due to foreign exchange losses related to the Company’s investments in Keane. The translation of the net assets of international entities are reported in discontinued operations.





Income Taxes

The Company is primarily affected by tax rates in Canada and the United States. The Company had an effective tax rate of 41% for the six months ended June 30, 2017, which represents a higher than anticipated tax recovery. The primary reason the effective tax rate of did not equal the expected tax rate of 26.9% is due to the recognition of previously unrecognized U.S. tax losses.

Gain/Loss on Investments in Keane

The Company recorded a loss of $5.7 million during the first half of 2017. See Investments in Keane for further discussion.

Other Comprehensive IncomeOCI includes the effects of FCTA, adjusted by the reclassification of FCTA to net income for entities that have been sold or substantially disposed. OCI also includes the change in fair value, net of tax, of Trican’s Class A shares held as part of its Investments in Keane, adjusted by reclassification to net income for realized gains on the Class A shares. Class A shares have been classified as available-for-sale.

The Company had other comprehensive loss of $24.0 million during the first half of 2017, compared to income of $66.4 million during the first half of 2016. The loss included the net unrealized loss on Trican’s Equity Interest in Keane which was $24.2 million, and foreign currency translation gain of $0.2 million

LIQUIDITY, CAPITAL RESOURCES AND FUTURE OPERATIONSOperating Activities

Cash flow from continuing operating activities was $25.0 million during the first half of 2017 (first half of 2016: $6.1 million). The net increase in cash flows provided by continuing operations was due to strong operational activity (see Continuing Operations – Comparative Year-to-Date Income Statements) combined with funds provided by working capital (1). In contrast, the positive cash flows from operating activities generated during the first half of 2016 were due to large working capital (1) releases due to lower activity levels offset by losses from continuing operations.

At June 30, 2017, Trican had working capital of $112.8 million compared to $114.1 million at the end of 2016.

Investing Activities

During the first six months of 2017, Trican sold its National Oilwell Varco Inc. (“NOV”) shares and monetized a portion of the Investments in Keane. Trican obtained net proceeds of approximately US$21.4 million ($28.0 million) for the sale of its NOV shares and US$28.4 million ($37.8 million) from the sale of shares in the secondary offering of the Keane Initial Public Offering (“IPO”). The combined net proceeds of approximately US$49.8 million or $65.8 million were used to pay down debt.

Trican continues to hold Investments in Keane. During the six months ended June 30, 2017, Trican received proceeds from this investment of approximately $37.8 million of which, a realized gain of $11.2 million, net of tax, is included in net income. The funds were received as a result of shares of Keane sold in a secondary offering at IPO (see Investments in Keane for further discussion of this investment).

The Company acquired all of the issued and outstanding shares of Canyon by issuing 152.5 million common shares to Canyon shareholders. The financial statement components of Canyon recognized by Trican are described in note 5 of the condensed consolidated interim financial statements.

Capital expenditures related to continuing operations for the quarter ended June 30, 2017 totaled $6.6 million, compared with $0.2 million for the second quarter of 2016. Proceeds from the sale of Property and Equipment totaled $1.2 million during the quarter, compared with proceeds of $4.3 million for the quarter ended June 30, 2016. Capital expenditures continue to be controlled while operating conditions and cash flows improve. 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, cash flow and capital equipment needs (see Outlook section of this MD&A for a description of the remaining 2017 anticipated capital expenditure program).





Financing Activities

Senior Notes

The Company has several series of senior notes outstanding as at June 30, 2017. During the first six months of 2017, the Company retired in advance portions of its Series F and G Senior Notes using proceeds received from the sale of its marketable securities.

Revolving Credit Facility

As at June 30, 2017, Trican has a $227.3 million (December 31, 2016 - $250 million) extendible revolving credit facility (“RCF”) with a syndicate of banks that is committed 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

(December 31, 2016 – 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. The undrawn amount of the RCF is $121.3 million of which, $118.9 million is accessible as at June 30, 2017 (December 31, 2016 - $110 million), due to the outstanding letters of credit.

As at June 30, 2017, Trican has a $10 million (December 31, 2016 - $10 million) Letter of Credit facility with its syndicate of banks. As at June 30, 2017, Trican had $2.4 million in letters of credit outstanding (December 31, 2016 - $5.1 million).

The Company is required to comply with covenants that are applicable to the RCF and to the Senior Notes. 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

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

During the quarter ended June 30, 2017, Trican was in compliance with the required debt covenant ratios and we continue to forecast compliance with our covenants in future periods.

The Leverage Ratio is defined as long-term debt excluding Subordinated Make Whole Notes (net of the mark to market value of the cross currency swaps) minus cash divided by adjusted EBITDA. As at June 30, 2017, the Leverage Ratio was 0.7 (December 31, 2016 – not applicable).

The Interest Coverage Ratio is defined as adjusted EBITDA divided by interest expense minus payable in-kind interest. As at June 30, 2017, the Interest Coverage Ratio was 14.8 (December 31, 2016 – not applicable).

Certain non-cash expenses and personnel based expenses such as severance are permitted to be added back to EBITDA to arrive at adjusted EBITDA for covenant calculation purposes.

Share Capital

As at August 10, 2017, Trican had 346,337,545 common

shares and 11,089,505 employee stock options outstanding.



Other Commitments and Contingencies

The Company has commitments for operating lease agreements, primarily for office space, with minimum payments due as of June 30, 2017, and capital commitments, primarily related to major equipment as follows:

Payments Due by Period

June 30, 2017 1 year or less 1 to 5 years 5 years & thereafter Total

Trade and other payables $128,813 $- $- $128,813

Senior Notes (including interest) 33,568 41,370 5,822 80,760

RCF (including interest) 9,896 114,154 - 124,050

Finance leases 1,449 3,636 - 5,085

Operating leases 5,002 9,900 9,172 24,074

Total Commitments 178,728 169,060 14,994 362,782

December 31, 2016

Trade and other payables $87,239 $- $- $87,239

Senior Notes (including interest) 14,697 80,493 5,961 101,151

RCF (including interest) 10,348 154,020 - 164,368

Finance leases 717 264 - 981

Operating leases 4,641 9,838 8,324 22,803

Total Commitments $117,642 $244,615 $14,285 $376,542

In addition to the above commitments, the Company has committed to capital expenditures of $5.3 million.

Management is satisfied that the Company has sufficient liquidity and capital resources to meet the Company’s obligations and commitments as they come due.

Indemnity Claim in Connection with the Sale of Trican’s US Operations to Keane Group (“Keane”) on March 16, 2016

During Q3 2016, Keane delivered an Indemnity Claim stating that Trican owes Keane $4.0 million (US$3.0 million) due to losses incurred by Keane for assets purchased that were not in good operating condition. During the second quarter of 2017, Trican paid Keane $2.8 million (US$2.1 million) for settlement of this claim.

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. The plaintiffs claim that the potential damages as a result of this claim could reach US$2.2 million.

On January 13, 2016, a class action lawsuit was filed on behalf of 11 plaintiffs against Trican Well Service, L.P. The claim alleges that Trican misclassified the plaintiffs’ position as “exempt”, resulting in a loss of overtime. The plaintiffs claim that the potential damages as a result of this claim could reach US$3.3 million.

Given the information available at these early stages of these other litigation claims, management has not recorded any amount for the contingent liability associated with these claims based on our belief that a liability is not probable and any range of potential future charge cannot be reasonably estimated at this time.

The tax regulations and legislation in the various jurisdictions that the Company operates in are continually changing. As a result, there are usually some tax matters under review. Management believes that it has adequately met and provided for taxes based on the Company’s interpretation of the relevant tax legislation and regulations.



INVESTMENTS IN KEANE

The book value of Trican’s Investments in Keane (1) as at June 30, 2017 was $136.6 million (December 31, 2016 - $231.0 million). The decrease is a result of net proceeds received of US$28.4 million ($37.8 million) from the sale of shares in the secondary offering of the Keane IPO resulting in a realized gain of $24.5 million, and that Keane’s share price at June 30, 2017 of $16.00 was down 16% from the IPO price of $19.00. The decline in Keane’s share price affected the valuation in two ways: first, a simple reduction in the overall underlying investment; and second, this reduction in value reduces our expected proceeds from the highest tranche for our investment in Class C shares. The share price has fluctuated significantly since the IPO, which

highlights how the commodity price and oilfield services industry environment will likely drive significant volatility in the value of the investments for the duration of our holding period. The timing of further liquidity events are under the control of Cerberus Capital Management (“Cerberus”), a private equity firm. Effective July 21, 2017, Trican was no longer subject to the hold period. We believe that our interests are aligned with Cerberus to maximize value under a liquidation strategy.

For more information on our Investments in Keane, refer to our Annual Information Form dated March 29, 2017 and our annual MD&A and the notes to the our audited financial statements for the year ended December 31, 2016, which are available under Trican’s profile at www.sedar.com.

2017 2016 2015

Q2 Q1 Q4 (2) Q3 (2) Q2 Q1 Q4 Q3Revenue from continuing operations 137.2 149.4 114.8 78.0 32.5 99.9 157.7 192.5Profit / (loss) from continuing operations 8.1 (48.9) 56.9 (14.7) (40.4) (42.5) (16.5) 10.1

Per share - basic and diluted 0.03 (0.25) 0.30 (0.08) (0.26) (0.29) (0.11) 0.07

Profit / (loss) from discontinued operations (2.2) (1.3) (4.1) (23.4) (24.7) 63.6 (289.6) (213.3)

Per share - basic and diluted (0.01) (0.01) (0.03) (0.12) (0.16) 0.43 (1.94) (1.43)

Profit / (loss) for the period 5.9 (50.2) 52.8 (38.1) (65.1) 20.9 (305.7) (203.2)

Per share - basic and diluted 0.02 (0.26) 0.27 (0.20) (0.42) 0.14 (2.05) (1.36)

SUMMARY OF QUARTERLY RESULTS

(1) “Investments in Keane” is a defined term that collectively refers to Trican’s direct invest-ments in Keane Group Holdings, LLC which was converted into Trican’s direct investments in Keane Investor Holdings, LLC just prior to the initial public offering (“IPO”) of Keane Group, Inc. Please refer to the “Investments in Keane” section of the Company’s annual MD&A for the year ended December 31, 2016 for a detailed description of Trican’s Investments in Keane.


In Q2 2016 and Q2 2017 lower revenues and loss were negatively impacted by seasonal weather related delays caused by the annual spring break-up (2) . Since Q1 2015, a weakening business environment has caused a general negative trend in sequential quarterly financial results which also included impairments of certain of the Company’s assets in each of the third and fourth quarters of 2015 and 2016. During the fourth quarter of 2016, the Company recognized a significant income item related to its investment in Keane. In the first quarter of 2017, the Company began to realize improved activity and pricing levels.

BUSINESS RISKSA discussion of certain business risks faced by Trican may be found under the “Risk Factors” section of our Annual Information Form (“AIF”) dated March 29, 2017, and “Business Risks” in our MD&A for the year ended December 31, 2016, which are available under Trican’s profile at www.sedar.com.

In addition to the business risks described in the AIF and annual MD&A, the Company is currently integrating Canyon into its continuing operations and is therefore subject to business risks associated with these activities.



TRICAN ESTIMATED COMBINED FINANCIAL RESULTS

The following tables summarize the combined operating results of Trican and Canyon for the three and six months ended June 30, 2017. The calculated combined financial results are estimates and may not be representative of financial results had the Canyon acquisition actually occurred on April 1, 2017 and January 1, 2017, respectively:

($ thousands, unaudited)

Three months ended

June 30, 2017 (Trican)

Period from April 1, 2017 to

June 1, 2017 (Canyon)

Three months ended

June 30, 2017 (Combined)

Revenue 137,197 88,468 225,665

Consolidated gross profit / (loss) (IFRS financial measure) (350) 6,206 5,856

Deduct:

Administrative expenses (25,543) (12,487) (38,030)Add:

Depreciation and amortization 2,513 1,296 3,809

Depreciation expense - cost of sales 19,369 7,442 26,811

Consolidated operating income (4,011) 2,457 (1,554)

Add:

Transaction costs 6,737 2,443 9,180

Amortization of debt issuance costs 653 - 653

Equity-settled share-based compensation 1,539 2,009 3,548

Keane indemnity claim 2,158 - 2,158

Severance costs 5,173 1,910 7,083

Adjusted consolidated operating income (1) 12,249 8,819 21,068


Six months ended

June 30, 2017 (Trican)

Period from April 1, 2017 to

June 1, 2017 (Canyon)

Six monthsended

June 30, 2017 (Combined)

Revenue 286,600 213,291 499,891

Consolidated gross profit / (loss) (IFRS financial measure) 17,475 23,238 40,713

Deduct:

Administrative expenses (35,950) (19,735) (55,685)Add:

Depreciation and amortization 3,401 3,268 6,669

Depreciation expense - cost of sales 33,736 19,124 52,860

Consolidated operating income 18,662 25,895 44,557

Add:

Transaction costs 8,599 2,443 11,042

Amortization of debt issuance costs 1,306 - 1,306

Equity-settled share-based compensation 2,382 2,009 4,391

Keane indemnity claim 2,158 - 2,158

Severance costs 5,173 1,910 7,083

Adjusted consolidated operating income (1) 38,280 32,257 70,537




RESULTS OF CANYON PRIOR TO THE TRANSACTIONCanyon experienced a similar operating environment to Trican during the period ended June 1, 2017. During the first quarter of 2017, Canyon started to see an overall improvement in business activity resulting in Adjusted operating income (1) of $32.2 million for the period ended June 1, 2017. The unaudited results of Canyon for the period from January 1, 2017 to June 1, 2017 prior to the Transaction are presented below:

($thousands; unaudited)

Period from April 1, 2017

to June 30, 2017% of

Revenue

Period from January 1, 2017 to June 1, 2017

% of Revenue

Revenue 68,468 100% 213,291 100%

Expenses Materials and operating 53,524 78% 167,661 79%

General and administrative 12,487 18% 19,735 9%

Operating income 2,457 4% 25,895 12%

Finance costs 479 1% 1,293 1%

Depreciation and amortization 8,738 13% 22,392 10%

Foreign exchange loss 234 -% 275 -%

Finance and other income 5,728 8% 10,064 5%

Loss before income taxes (12,722) (19%) (8,129) (4%)

Adjusted operating income (1) 8,819 13% 32,257 15%

($thousands; unaudited)

Period from April 1, 2017

to June 30, 2017

Period from January 1, 2017 to June 1, 2017

Consolidated gross profit / (loss) (IFRS financial measure) 6,206 23,238

Deduct:

Administrative expenses (12,487) (19,735)

Add:

Depreciation and amortization 1,296 3,268

Depreciation expense - cost of sales 7,442 19,124

Consolidated operating income 2,457 25,895

Add:

Transaction costs 2,443 2,443

Equity-settled share-based compensation 2,009 2,009

Severance costs 1,910 1,910

Adjusted operating income (1) 8,819 32,257

Consolidated Gross Income (Loss) to Adjusted Consolidated Operating Income (Loss) (1)

Had the Transaction been effective on January 1, 2017, Canyon would have contributed $213 million of revenue and loss before taxes of $8.1 million. As part of the acquisition, the Company assumed $43 million in long-term debt held by Canyon.




INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in Trican’s internal control over financial reporting that occurred during the quarter ending June 30, 2017, which have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Management has limited the scope on the design of disclosure controls and procedures and internal control over financial reporting of Trican to exclude the controls, policies and procedures of Canyon. Canyon’s balance sheet

NON-GAAP DISCLOSURE

Operating income / (loss), adjusted operating income / (loss) and adjusted administrative expenses do not have any standardized meaning as prescribed by IFRS and, therefore, are considered non-GAAP measures.

Consolidated Gross Income (Loss) to Adjusted Consolidated Operating Income (Loss)

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) CanyonCurrent assets 127,282

Non-current assets 677,521

Current liabilities 36,622

Non-current liabilities 64,870

Revenue 42,309

Net loss before tax (1,361)

is included in the June 30, 2017 interim condensed financial statements of Trican. The scope limitation is in accordance with Section 3.3 of National Instrument 52-109, which allows an issuer to limit its design of internal control over financial reporting and disclosure controls and procedures to exclude the controls, policies and procedures of a company acquired not more than 365 days before the end of the financial period to which the certificate relates. Trican intends to complete the design of disclosure controls and procedures and internal control over financial reporting of Canyon by June 30, 2018. The table below summarizes the financial information for Canyon included in the June 30, 2017 unaudited interim condensed financial statements of Trican:

Adjusted operating income provides investors with an indication of operating income before equity-settled share-based compensation, amortization of debt costs, severance costs and excludes items that are significant but not reflective of our ongoing operations for the period. It provides investors with an indication of comparable operating income / (loss) between periods and provides an indication of measures used for debt covenant calculations.





June 30, 2017

June 30, 2016

March 31, 2017

June 30, 2017

June 30, 2016

Consolidated gross (loss) / profit (IFRS financial measure) (350) (28,532) 17,825 17,475 (59,818)

Deduct:

Administrative expenses (25,543) (18,287) (10,407) (35,950) (33,519)Add:

Depreciation and amortization 2,513 2,080 888 3,401 4,936

Depreciation expense - cost of sales 19,369 15,535 14,366 33,736 32,799

Consolidated operating (loss) / income (4,011) (29,204) 22,672 18,662 (55,602)

Add:

Transaction costs 6,737 - 1,862 8,599 -

Amortization of debt issuance costs 653 978 653 1,306 2,467

Equity-settled share-based compensation 1,539 675 843 2,382 1,463

Keane indemnity claim 2,158 - - 2,158 -

Severance costs 5,173 8,382 - 5,173 16,282

Professional fees related to restructuring - 77 - - 122

Adjusted consolidated operating income / (loss) 12,249 (19,092) 26,030 38,280 (35,268)



June 30, 2017

June 30, 2016

March 31, 2017

June 30, 2017

June 30, 2016

Total administrative expenses 23,030 16,207 9,519 32,549 28,583

Adjusted for:

Transaction costs 6,737 - 1,862 8,599 - Amortization of debt issuance costs 653 978 653 1,306 2,467 Equity-settled share-based compensation 1,539 675 843 2,382 1,463

Keane indemnity claim 2,158 - - 2,158 -

Severance costs 5,173 8,382 - 5,173 16,282

Professional fees related to restructuring - 77 - - 122

Adjusted administrative expenses 6,770 6,095 6,161 12,931 8,249

Cash-settled share-based compensation (879) 3,471 (134) (1,013) 5,121

Adjusted Administrative Expenses

Adjusted administrative expenses have been reconciled to administrative expenses, being the most directly comparable measure calculated in accordance with IFRS.

Adjusted administrative expenses provides investors with an indication of cash administrative expenses that are excluding non-cash and significant but less reflective of our ongoing operations for the period. Therefore, adjusted

administrative expenses is presented before equity-settled share-based compensation, amortization of debt costs, severance costs and Canyon acquisition costs. It provides investors with a more effective basis with which to measure period changes in standardized cash administrative expenses. In addition, it should assist investors in evaluating the calculation of adjusted EBITDA used in covenant calculations as described in Financing Activities section of this MD&A.



Other Non-Standard Financial Terms

In addition to the above non-GAAP financial measures, this MD&A makes reference to the following non-standard financial terms. These terms may differ from similar measures used by other companies.

Adjusted Operating Income %

Adjusted operating % is determined by dividing Adjusted consolidated operating income by revenue from continuing operations.

Synergies

Synergies represent the Company’s estimate of ongoing savings that can be achieved as a result of the Canyon Transaction. Synergies are generally measured on annual basis, but may be broken into specific periods of time.

Transaction Costs

Transaction costs and/or Trican acquisition costs are costs incurred to assist in evaluating and completing the acquisition of Canyon, including legal, advisory and accounting related fees.

Revenue per Job

Calculation is determined based on total revenue from continuing operations divided by total job count. This calculation may fluctuate based on both pricing, sales mix and method with which the customer requests its invoices.

Working Capital

Working capital is calculated as current assets minus current liabilities.

Trican Estimated Combined Financial Results

Financial information is provided to assist the reader in understanding the financial effect of the Canyon acquisition if it occurred at the start of 2017 for purposes of evaluating the business. The combined financial results presentation may differ from other forms of pro forma calculations. The financial information is unaudited.

COMMON INDUSTRY TERMSThe following is a list of abbreviations, terms and other items that are commonly referred to in the oilfield services business and internally at Canyon. The terms, calculations and definitions may differ from those used by other oilfield services businesses and may not be comparable. Some of the terms which may be used in this MD&A are as follows:

Measurement

bbl: Barrel, generally in reference to oil prices

mcf: Thousands of cubic feet of natural gas

Tonne: Metric tonne

Places and Currencies

US: United States

WCSB: Western Canadian Sedimentary Basin (an oil and natural gas producing area of Canada generally considered to cover a region from south west Manitoba to north east BC).

Spring Break-Up: In the WCSB during the spring season, provincial governments and rural municipalities (or counties) ban heavy equipment from roads to prevent damage. It becomes difficult, and in some case impossible, to continue to work during this period and therefore activity in the oilfield is often reduced.

$ or CDN$: Canadian dollars

US$ or USD: United States dollars

Common Business Terms

NYMEX WTI: The US$ quoted price on the New York Stock Exchange for West Texas Intermediate crude oil.

AECO-C: Alberta reference price for natural gas quoted in CDN$.

Canadian Average Drilling Rig Count: The estimated average number of drilling rigs operating in the WCSB at a specified time reported in this MD&A as annual and quarterly averages.



Company Specific Terms

Proppant: A solid material, typically sand, treated sand or man-made ceramic materials, designed to keep an induced hydraulic fracture open during and following a fracturing treatment.

Proppant Pumped: The Company uses this as one measure of activity levels within the Pressure Pumping segment. The correlation of proppant pumped to Pressure Pumping activity may vary in the future depending upon changes in fracturing intensity, weight of proppant used, and job mix.

Job Count: A job is essentially represented by an invoice. The frequency of invoices may differ as to how often the customer requests to be billed during a project. Additionally, the size and scope of a job can impact the length of time and cost on a job. Therefore, a job can vary greatly in time and expense.

HHP: Hydraulic horse power which is generally the measure of an individual hydraulic fracturing pump and a company’s hydraulic fracturing fleet size.

Total HHP: Refers to the total available HHP in the Trican hydraulic fracturing fleet. The figures are presented in both the average available during the given period and the HHP available at the end of a specified period.

Activated HHP: Represents the total HHP that Trican has activated or is currently operating. This figure is presented as at the end of a specified period.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this document constitute forward-looking information and statements (collectively “forward-looking statements”). These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “estimate”, “expect”, “intend”, “plan”, “planned”, and other similar terms and phrases. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-

looking statements. We believe the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this document should not be unduly relied upon. These statements speak only as of the date of this document.

In particular, this document contains forward-looking statements pertaining to, but not limited to, the following:

� anticipated industry activity levels in jurisdictions where the Company operates, as well as customer work programs and equipment utilization levels;

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

� expectations regarding workforce recruitment and retention;

� expectations regarding the Company’s cost structure;

� anticipated price increases relative to Q1 2017 pricing levels;

� expectations regarding capital spending for 2017;

� expectations regarding increases to capital expenditures due to increased fracture intensity;

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

� expectations regarding quantity of proppant pumped per well;

� expectations regarding pricing of the Company’s services;

� anticipated benefits and synergies of the Canyon Transaction;

� expectations regarding the timing, value and realized cash flow from the Investments in Keane;

� 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;

� anticipated compliance with debt and other covenants under the Second 2016 Amended Credit Agreements

� expectations regarding the potential outcome of contingent liabilities;

� expectations surrounding weather and seasonal slowdowns; and

� expectations regarding the impact of new accounting standards and interpretations not yet adopted.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and in the “Risk Factors” section of our Annual Information Form dated March 29, 2017:

� volatility in market prices for oil and natural gas;

� liabilities inherent in oil and natural gas operations;

� competition from other suppliers of oil and gas services;

� competition for skilled personnel;

� changes in income tax laws or changes in other laws and incentive programs relating to the oil and gas industry; and

� changes in political, business, military and economic conditions in key regions of the world.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Forward-looking statements

are based on a number of factors and assumptions which have been used to develop such statements and information but which may prove to be incorrect. Although management of Trican believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Trican can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things: crude oil and natural gas prices; the impact of increasing competition; the general stability of the economic and political environment; the timely receipt of any required regulatory approvals; Trican’s, Canyon’s and the combined company’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; industry activity levels; Trican’s policies with respect to acquisitions; the ability of Trican to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability to operate our business in a safe, efficient and effective manner; the ability of Trican to obtain capital resources and adequate sources of liquidity; the performance and characteristics of various business segments; the regulatory framework; the timing and effect of pipeline, storage and facility construction and expansion; and future commodity, currency, exchange and interest rates.

The forward-looking statements contained in this document are expressly qualified by this cautionary statement. We do not undertake any obligation to publicly update or revise any forward-looking statements except as required by applicable law.

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



CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(stated in thousands; unaudited) June 30, 2017 December 31, 2016ASSETSCurrent assets

Cash and cash equivalents $21,554 $20,254

Trade and other receivables 171,527 108,266

Current tax assets 29,095 16,345

Inventory 37,718 26,426

Prepaid expenses 7,507 4,056

Currency derivatives - current (note 12) 17,425 -

Marketable securities (note 12) - 28,062

Assets held for sale (note 4) 8,049 8,667

292,875 212,076

Property and equipment 764,532 432,401

Intangible assets 70,438 213

Investments in Keane (note 12) 136,621 230,976

Currency derivatives (note 12) - 17,479

Other assets 204 3,041

Goodwill (note 5) 258,970 19,251

$1,523,640 $915,437

LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent liabilities

Trade and other payables $130,262 $87,956

Current tax liabilities 1,130 -

Current portion of loans and borrowings (note 6) 31,020 9,790

Liabilities held for sale (note 4) 285 279

162,697 98,025

Loans and borrowings (note 6) 148,641 211,776

Deferred tax liabilities 81,989 37,917

Shareholders’ equity

Share capital (note 7) 1,265,788 638,377

Contributed surplus 76,458 74,223

Accumulated other comprehensive income (note 7) 16,608 40,652

Deficit (228,541) (184,243)

Total equity attributable to equity holders of the Company 1,130,313 569,009

Non-controlling interest - (1,290)

$1,523,640 $915,437

See accompanying notes to the condensed consolidated interim financial statements.



CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSThree months

ended June 30,Six months

ended June 30,(stated in thousands, except per share amounts; unaudited) 2017 2016 2017 2016

Continuing operationsRevenue $137,197 $32,518 $286,600 $132,366Cost of sales (note 10) 137,547 61,050 269,125 192,184Gross (loss) / profit (350) (28,532) 17,475 (59,818)Administrative expenses (note 10) 25,543 18,287 35,950 33,519Other income (694) (310) (2,629) (568)Results from operating activities (25,199) (46,509) (15,846) (92,769)Finance income (217) (249) (1,142) (459)Finance cost 2,867 8,016 6,596 17,026(Gain) / loss on investments in Keane (note 12) (46,332) - 5,665 -Foreign exchange loss / (gain) 3,228 59 1,996 2,995(Loss) / profit before income tax 15,255 (54,335) (28,961) (112,331)Income tax (recovery) / expense (note 11) 7,200 (13,913) 11,837 (29,419)(Loss) / profit from continuing operations $8,055 ($40,422) ($40,798) ($82,912)

Discontinued operationsNet (loss) / profit from discontinued operations, net of taxes (note 4) (1,649) (24,508) (2,211) 38,744Profit / (loss) for the period $6,406 ($64,930) ($43,009) ($44,168)

Other comprehensive lossUnrealized gain / (loss) on equity interest of Keane, net of tax expense (note 12)

167 5,869 (12,983) 5,869

Reclassification of realized gain on equity interest of Keane, net of tax expense (13,324) to net income

(11,206) - (11,206) -

Foreign currency translation (loss) / gain 214 (1,457) 145 2,235

Reclassification of foreign currency translation gain / (loss) on substantial disposal or sale of foreign operations

- 652 - (74,465)

Total comprehensive loss ($4,419) ($59,866) ($67,053) ($110,529)

Profit / (loss) attributable to: Owners of the Company 5,859 (65,077) (44,298) (44,217) Non-controlling interest 547 147 1,289 49Profit / (loss) for the period $6,406 ($64,930) ($43,009) ($44,168)

Total comprehensive loss attributable to: Owners of the Company (4,966) (60,013) (68,342) (110,578) Non-controlling interest 547 147 1,289 49Total comprehensive loss ($4,419) ($59,866) ($67,053) ($110,529)

(Loss) / earnings per share - basic and diluted (note 8) Continuing operations $0.03 ($0.26) ($0.19) ($0.55) Discontinued operations ($0.01) ($0.16) ($0.02) $0.26 Net loss $0.02 ($0.42) ($0.21) ($0.29)Weighted average shares outstanding - basic 242,267 153,843 218,070 151,381Weighted average shares outstanding - diluted 245,050 153,843 218,070 151,381




CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(stated in thousands; unaudited)Share

capitalContributed

surplus

Accumulated other

comprehensive (loss) / gain Deficit Total

Non- Controlling

interest Total

Equity

Balance at January 1, 2016 $570,337 $72,082 $65,985 ($154,709) $553,695 ($1,694) $552,001

Income / (loss) for the period - - - (44,217) (44,217) 49 (44,168)

Foreign currency translation gain - - 2,235 - 2,235 - 2,235

Share-based compensation expense - 1,463 - - 1,463 - 1,463

Share options exercised 424 (129) - - 295 - 295

Issuance of shares (net of issuance costs) 66,045 - - - 66,045 - 66,045

Reduction of non-controlling interest in Colombia - - - - - 205 205

Unrealized gain on equity interest in Keane - - 5,869 - 5,869 - 5,869

Reclassification of foreign currency translation gain / (loss) on substantial disposition or sale of foreign operations

- - (74,465) - (74,465) - (74,465)

Balance at June 30, 2016 $636,806 $73,416 ($376) ($198,926) $510,920 ($1,440) $509,480

Balance at January 1, 2017 $638,377 $74,223 $40,652 ($184,243) $569,009 ($1,290) $567,719Income / (loss) for the period - - - (44,299) (44,299) 54 (44,245)Foreign currency translation gain - - 145 - 145 - 145Share-based compensation expense - 2,383 - - 2,383 - 2,383Share options exercised 432 (148) - - 284 - 284Issuance of shares (note 5) 626,979 - - - 626,979 - 626,979Reduction in non-controlling interest - - - - - 1,236 1,236Unrealized loss on equity interest in Keane - - (12,983) - (12,983) - (12,983)Reclassification of realized gain on equity interest in Keane to net income

- - (11,206) - (11,206) - (11,206)

Balance at June 30, 2017 $1,265,788 $76,458 $16,608 ($228,542) $1,130,313 $- $1,130,313




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSThree months

ended June 30,Six months

ended June 30,(stated in thousands; unaudited) 2016 2015 2016 2015Cash flow from / (used in):Operations Profit / loss from continuing operations $8,055 ($40,422) ($40,798) ($82,912) Charges to income not involving cash: Depreciation and amortization 21,882 17,615 37,137 37,735 Amortization of debt issuance costs 653 978 1,305 2,467 Share-based compensation expense (note 9) 1,539 675 2,383 1,463 Gain on disposal of property and equipment (525) (556) (1,814) (446) Net finance costs 2,651 7,767 6,127 16,567 Unrealized foreign exchange loss / (gain) 376 206 (3,839) 985 Unrealized gain on marketable securities - - (673) - Unrealized (gain) / loss on investments in Keane (46,332) - 5,665 - Income tax expense / (recovery) (note 11) 7,200 (13,912) 11,837 (29,419) Change in inventories (951) 2,373 1,249 5,973 Change in trade and other receivables 35,901 36,635 18,948 100,455 Change in prepaid expenses (1,907) (1,175) (906) 314 Change in trade and other payables (17,603) (7,528) (10,505) (29,580) Interest paid (1,093) (6,887) (6,309) (16,185) Income taxes paid / (received) 4,055 (403) 5,228 (1,339) Continuing operations 13,901 (4,634) 25,035 6,078 Discontinued operations (2,434) 10,885 (6,954) (56,296) Cash flow (used in) / from operating activities 11,467 6,251 18,081 (50,218)

Investing Proceeds from a loan to unrelated third party 3,269 406 3,839 884 Purchase of property and equipment (6,598) (181) (9,297) (243) Proceeds from the sale of property and equipment 1,216 4,291 4,664 4,749 Proceeds from the sale of marketable securities - - 28,047 - Proceeds from investment in Keane - - 37,757 - Cash acquired on Acquisition (note 5) 6,222 - 6,222 - Continuing operations 4,109 4,516 71,232 5,390 Consideration on sale of discontinued operations - - - 264,520 Discontinued operations - (455) (101) 2,605 Cash flow from / (used in) investing activities 4,109 4,061 71,131 272,515

Financing Net proceeds from issuance of share capital (note 7) 241 66,315 284 66,340 Debt repaid on Acquisition (43,000) - (43,000) - Draw from / (repayment of) Revolving Credit Facility 30,080 (19,726) (32,920) (80,014) Proceeds from currency derivatives - 14,066 - 14,066 Repayment of Senior Notes (note 6) - (67,685) (11,471) (209,970) Payment of finance lease (269) - (269) - Restricted cash on equity issuance (note 6) - (38,740) - (38,740) Continuing operations (12,948) (45,770) (87,376) (248,318) Discontinued operations - - - - Cash flow (used in) / from financing activities (12,948) (45,770) (87,376) (248,318)

Effect of exchange rate changes on cash 9 (50) (536) (937)(Decrease) / increase of cash and cash equivalents: Continuing operations 5,062 (45,888) 8,891 (236,850) Discontinued operations (2,425) 10,380 (7,591) 209,892Cash and cash equivalents, beginning of period 18,917 57,665 20,254 49,117Cash and cash equivalents, end of period $21,554 $22,159 $21,554 $22,159




NOTE 1 – NATURE OF BUSINESS, BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNature of Business

Trican Well Service Ltd. (the “Company” or “Trican”) is an oilfield service company incorporated under the laws of the province of Alberta. These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. The Company provides a comprehensive array of specialized products, equipment, services and technology for use in the drilling, completion, stimulation and reworking of oil and gas wells primarily through its continuing pressure pumping operations in Canada. At June 30, 2017, the Company also has a minority ownership interest of Keane Group Holdings, LLC (“Keane Holdings”) in the United States. Trican acquired its interest in Keane Holdings in conjunction with the sale of its US operation (see note 12). The Company purchased 100% of the common shares of Canyon Services Group Inc. (“Canyon”) in Calgary, Alberta (see note 5) effective June 2, 2017.

The Company has presented the results of its pressure pumping operations in the United States (“U.S.”), Australia, Kazakhstan, Colombia, Algeria and Saudi Arabia, as discontinued operations. In addition, Trican presented the results of its completion tools businesses in Canada, the U.S., Russia, and Norway as discontinued operations (see note 4).

Basis of Preparation and Summary of Significant Accounting Policies

These condensed consolidated interim financial statements for the three and six month periods ended June 30, 2017, have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Company’s 2016 consolidated annual financial statements which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These condensed consolidated interim financial statements have been prepared using accounting policies consistent with those used in the Company’s 2016 consolidated annual financial statements, with exception noted below.

In connection with the business combination with Canyon (see note 5), the Company reassessed and defined its cash generating units (“CGUs”). The Company’s CGUs post acquisition are: Pressure Pumping, Cementing, and Fluid Management Services. In assessing its CGUs the Company examined the cash inflows for the combined entity focusing on service and product alignment and integration. Goodwill and intangible assets recognized as a result of the Canyon acquisition are allocated to the CGU that is expected to benefit from the synergies of the business combination.

The business combination with Canyon resulted in the recognition of intangible assets. The intangible assets are amortized on a straight line basis over periods ranging from 4 months (revenue backlog) and 6 years (customer relationships).

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on August 10, 2017.

NOTE 2 - CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTSThe preparation of condensed consolidated interim financial statements in compliance with IAS 34 requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas where significant judgment and estimates have been made in preparing the financial statements and their effect are disclosed in Note 1 of the Company’s 2016 consolidated annual financial statements.

Purchase Price Allocation

The measurement of each business combination requires management estimation in determining the fair value of assets acquired and liabilities assumed as well as the fair value

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) for the three and six months ended June 30, 2017 and 2016(stated in thousands, except share and per share amounts)



of any intangible assets identified. Management is required to estimate future cash flows, discount rates and market conditions at the date of the acquisition in order to determine the fair value of certain identified tangible and intangible assets.

NOTE 3 - NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS NOT YET ADOPTED

The International Accounting Standards Board (IASB) have issued the following standards that have not been applied in preparing our 2017 second quarter unaudited condensed consolidated interim financial statements and notes thereto, as their effective dates fall within annual periods beginning subsequent to the current reporting period:

In July, 2014 the IASB issued the complete IFRS 9, Financial Instruments, (IFRS 9 (2014)). Under the new standard financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. It also amends the impairment model by introducing a new ‘expected credit loss’ model for calculating impairment. Further, IFRS 9 (2014) includes a new general hedge standard that is better aligned with companies’ risk management, expands the scope of the hedging strategies, and introduces more judgment to assess the effectiveness of the hedge relationship. The amendments to IFRS 9 (2014) are effective for annual periods beginning on or after January 1, 2018, and are available for early adoption. The Company expects IFRS 9 will impact the Company’s current policies and procedures regarding provisions on trade receivables. Trade receivables are recorded at its original invoice less any amounts estimated to be uncollectable. Under IFRS 9, the expected loss impairment model replaces the current incurred loss model and is based on forward looking approach which includes earlier recognition of losses. Given the short term nature of these receivables, the Company does not anticipate these changes to have a material financial impact. IFRS 9 also contains a new model to be used for hedge accounting. The Company does not currently apply hedge accounting.

IFRS 15, Revenue from Contracts with Customers, was issued on May 28, 2014. The Standard contains a single model that applies to contracts with customers and two approaches to

recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The Standard replaces IAS 11, Construction Contracts, IAS 18, Revenue, IFRIC 13, Customer Loyalty Programs, IFRIC 15, Agreements for the Construction of Real Estate, IFRIC 18, Transfer of Assets from Customers, and SIC 31, Revenue – Barter Transactions Involving Advertising Services. The new standard is effective for annual periods beginning on or after January 1, 2018. Early adoption is also permitted. The Company anticipates minimal effect but continues to assess its revenue streams to determine the impact, if any, that the adoption of IFRS 15 will have on its financial statements, as well as the impact that adoption of the standard will have on disclosure.

IASB issued IFRS 16, Leases, in January 2016. The new standard replaces IAS 17, Leases. It is in effect for accounting periods beginning on or after January 1, 2019. Early adoption is permitted only if the Company has adopted IFRS 15, Revenue from Contracts with Customers. Under the new standard, more leases will be reported on the balance sheet for lessees, with the exception of leases with a term not greater than 12 months and “small value” leases. Lease accounting for lessors remains substantially the same as existing guidance. During 2017, the Company will complete an assessment documenting the potential impacts of IFRS 16 on its consolidated financial statements.

The Company’s initial assessments on the IFRS 9, IFRS 15, and IFRS 16 are based on work completed to date and may be subject to change as the assessments continue.

NOTE 4 - ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets and Liabilities Held for SaleThe Company has classified certain assets and liabilities as held for sale. As at June 30, 2017 and December 31, 2016, management was committed to a plan to sell its operating assets in Australia, Colombia, Algeria and Saudi Arabia, as well as assets relating to the discontinued microseismic division and relating to real estate assets in Canada’s continuing operations.



An impairment charge of $0.5 million, (June 30, 2016 - $27.4 million) was recorded during the six months ended June 30, 2017, as a result of measuring the assets held for sale at the lower of cost or fair value less cost of disposal.

The Company entered into a sales agreement for property and equipment remaining in Saudi. The sale is expected to close in the second half of 2017.

The following table represents the assets and liabilities held for sale:

June 30, 2017 December 31, 2016Trade and other receivables $736 $783

Inventory 55 70

Prepaid expenses 44 75

Current tax assets 152 153

Property and equipment 7,062 7,586

Total assets held for sale $8,049 $8,667

Trade and other payables $285 $279

Total liabilities held for sale $285 $279

Three months ended June 30, Six months ended June 30,

Canadian Operations 2017 2016 2017 2016Revenue $- $636 $- $1,991

Cost of sales (66) 2,537 - 5,846Gross profit / (loss) 66 (1,901) - (3,855)

Administrative expenses 64 359 171 433

Other expenses / (income) - 404 (406) 376

Results from operating activities 2 (2,664) 235 (4,664)

Foreign exchange (gain) / loss (168) 169 (196) 173

Asset impairment - 26,372 - 26,372

Profit / (loss) before income tax 170 (29,205) 431 (31,209)

Income tax recovery - (7,300) - (7,574)

Profit / (loss) from discontinued Canadian Operations $170 ($21,905) $431 ($23,635)

Results of Discontinued Operations

In the second quarter of 2016, the Company’s completion tools business met the criteria for presentation as discontinued operations. In the first quarter of 2016, the Company’s pressure pumping businesses in the U.S., Kazakhstan, Colombia and Saudi Arabia met the criteria for presentation as discontinued operations. In addition, the Company’s pressure pumping business in Russia, Australia and Algeria met the criteria for presentation as discontinued operations in the third quarter of 2015.

Following are the results of discontinued operations:




US Operations 2017 2016 2017 2016Revenue $- $3,135 $- $66,541Cost of sales (364) 5,920 (191) 90,315Gross profit / (loss) 364 (2,785) 191 (23,774)Administrative expenses 3,370 1,424 3,539 7,299Other income (305) (977) (157) 1,458Results from operating activities (2,701) (3,232) (3,191) (32,531)Finance income (7) (8) (7) (22)Foreign exchange (gain) / loss (2,117) 115 (2,044) 116Reclassification of foreign currency translation gain on substantial disposal of foreign operations - - - (75,116)Loss on disposal of operations - - - 4,816(Loss) / profit before income tax (577) (3,339) (1,140) 37,675Income tax expense / (recovery) 1 138 1 (26,835)(Loss) / profit from discontinued US Operations ($578) ($3,477) ($1,141) $64,510


International Operations 2017 2016 2017 2016Revenue $- $9,230 $345 $16,641Cost of sales 192 7,823 389 17,194Gross (loss) / profit (192) 1,407 (44) (553)Administrative expenses 300 1,093 625 2,622Other income (6) (243) (2) (2,345)Results from operating activities (486) 557 (667) (830)Finance income - (1) (6) (10)Foreign exchange (gain) / loss 229 (574) 314 (100)Asset impairment / (recovery) 526 (106) 526 999(Loss) / profit before income tax (1,241) 1,238 (1,501) (1,719)Income tax expense - 364 - 412(Loss) / profit from discontinued International Operations ($1,241) $874 ($1,501) ($2,131)


Total Discontinued Operations 2017 2016 2017 2016Revenue $- $13,001 $345 $85,173Cost of sales (238) 16,280 198 113,355Gross profit / (loss) 238 (3,279) 147 (28,182)Administrative expenses 3,734 2,876 4,335 10,354Other income (311) (816) (565) (511)Results from operating activities (3,185) (5,339) (3,623) (38,025)Finance income (7) (9) (13) (32)Foreign exchange (gain) / loss (2,056) (290) (1,926) 189

Reclassification of foreign currency translation gain on substantial disposal of foreign operations - - - (75,116)Loss on disposal of operations - - - 4,816Asset impairment 526 26,266 526 27,371(Loss) / profit before income tax (1,648) (31,306) (2,210) 4,747Income tax (recovery) / expense 1 (6,798) 1 (33,997)(Loss) / profit from discontinued Total Operations (1,649) ($24,508) (2,211) $38,744



NOTE 5 - BUSINESS COMBINATIONEffective June 2, 2017, prior to the commencement of business, the Company acquired all of the issued and outstanding shares of Canyon based on 1.70 common shares of Trican for each Canyon share. Canyon is an oilfield services company that focuses operations in the Western Canadian Sedimentary Basin with two core business lines: Pressure Pumping Services and Fluid Management Services. The primary strategic reason for the business combination is to increase the Company’s ability to provide fracturing services to its customers.

On June 2, 2017, the Company issued 152,549,556 common shares which were valued at the closing trading price of the Company’s common shares being $4.11 per share on June 1, 2017. The fair value of the consideration transferred totaled $627.0 million.

The acquisition has been accounted for using the acquisition method, whereby the assets acquired and the liabilities assumed were recorded at their fair values with the surplus of the aggregate consideration offered relative to the fair value of the identifiable net assets recorded as goodwill. The Company assessed the fair values of the net assets acquired based on management’s best estimate of the market value, which takes into consideration the condition of the assets acquired, current industry conditions and the discounted future cash flows expected to be received from the assets as well as the amount that it is expected to settle the outstanding liabilities. Canyon’s operating results have been included in the Company’s revenues, expenses and capital spending effective June 2, 2017.

The allocations and determinations of the consideration described above are preliminary and subject to change.

($ thousands)

Working capital (including cash $6,222) $56,327

Property and equipment 360,621

Goodwill 239,719

Intangibles 72,538

Loans and borrowings (47,394)

Deferred tax liability (54,832)

Total net assets acquired $626,979

The goodwill and intangible assets arise as a result of the assembled workforce, the synergies existing within the acquired business and also the synergies expected to be achieved as a result of combining Canyon with the rest of the Company. None of the goodwill recognized is expected to be deductible for income tax purposes. The intangible assets are a result of a revenue backlog of $4.5 million and customer relationships of $68 million established by Canyon. Discount rates of 14% and 16% respectively were used in calculating these amounts.

As part of the acquisition, the Company assumed $43 million in long-term debt held by Canyon. The entire balance was settled upon closing the transaction. Therefore, for purposes of the purchase equation, the amount is included in the total assets and total liabilities assumed. The cash balance included in the Canyon acquisition have been presented separately in the consolidated statements of cash flows for the three and six months ended June 30, 2017.

From the date of acquisition on June 2, 2017, Canyon contributed $42.3 million of revenue and $1.4 million of net loss before tax to the Company. If the business combination had been completed on January 1, 2017, Canyon would have contributed revenue and net loss before income tax for the six month period ended June 30, 2017 of $255.6 million and $9.5 million, respectively. The Company’s total estimated combined financial results of Trican and Canyon for the six month period ended June 30, 2017, would have been $499.9 million of consolidated revenue and a net loss before income tax of $37.1 million. The additional revenue and net loss are estimates and may not be representative of the results had the acquisition actually occurred on January 1, 2017.

The Company incurred costs related to the acquisition of Canyon for the three and six months ended June 30, 2017, of $11.9 million and of $13.8 million, respectively. These costs mainly relate to due diligence, advisory and external legal fees as well as employee related expenditures. These costs have been recognized within administrative expenses on the consolidated statement of comprehensive income.



NOTE 6 - LOANS AND BORROWINGS(Stated in thousands) June 30, 2017 December 31, 2016

Senior Notes, net of transaction costs $68,171 $81,254

RCF, net of transaction costs 107,854 140,048

Finance lease obligations 5,085 981

Total $181,110 $222,283

Current portion of loans and borrowings 31,020 9,790

Current portion of finance lease obligations (1) 1,449 717

Non-current $148,641 $211,776

(1) Included in trade and other payables.

Senior Notes

As at June 30, 2017, Trican had the following notes outstanding:

Canadian $ Amount U.S. $ Denominated Amount(stated in thousands) Maturity Jun. 30, 2017 Dec. 31, 2016 Jun. 30, 2017 Dec. 31, 2016

Senior Notes

7.05% Series A November 19, 2017 8,562 $8,859 6,598 $6,598

9.11% Series D April 28, 2021 3,368 3,368 - -

8.29% Series F April 28, 2018 19,713 25,713 15,191 19,150

8.90% Series G April 28, 2021 26,077 33,448 20,094 24,911

8.75% Series H September 3, 2024 4,456 4,456 - -

Subordinated Make-Whole Senior Notes

5.96% Series A November 19, 2017 663 686 511 511

5.54% Series D April 28, 2021 458 458 - -

5.55% Series F April 28, 2018 1,183 1,224 912 912

6.28% Series G April 28, 2021 3,206 3,317 2,470 2,470

6.05% Series H September 3, 2024 760 760 - -

PIK Principal 2,254 2,072 - -

Debt issue costs ($2,529) ($3,110) $- $-

Senior Notes, net of transaction costs $68,171 $81,254 $45,776 $54,552

During the first quarter, Trican repaid US $8.8 million, retiring in advance portions of its Series F and G Senior Notes using proceeds from the sale of its marketable securities



The Leverage Ratio is defined as long-term debt excluding Subordinated Make Whole Notes (net of the mark to market value of the cross currency swaps) minus cash divided by adjusted EBITDA. As at June 30, 2017, the Leverage Ratio was 0.7 (December 31, 2016 – not applicable).

The Interest Coverage Ratio is defined as adjusted EBITDA divided by interest expense minus payable in-kind interest. As at June 30, 2017, the Interest Coverage Ratio was 14.8 (December 31, 2016 – not applicable).

RCF

As at June 30, 2017, Trican has a $227.3 million (December 31, 2016 - $250 million) extendible revolving credit facility (“RCF”) with a syndicate of banks that is committed 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 (December 31, 2016 – 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. The undrawn amount of the

RCF is $121.3 million of which $118.9 million is accessible as at June 30, 2017 (December 31, 2016 - $110 million).

As at June 30, 2017, Trican has a $10 million (December 31, 2016 - $10 million) Letter of Credit facility with its syndicate of banks. As at June 30, 2017, Trican had $2.4 million in letters of credit outstanding (December 31, 2016 - $5.1 million).

Covenants

The Company is required to comply with covenants that are applicable to the RCF and to the Senior Notes. 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

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

Certain non-cash expenses and personnel based expenses such as severance are permitted to be added back to EBITDA to arrive at adjusted EBITDA for covenant calculation purposes.

The Company is in compliance with its financial covenants for the quarter ended June 30, 2017 (2016 – no covenants applicable).

NOTE 7 - SHARE CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE INCOME

Share CapitalAuthorized: The Company is authorized to issue an unlimited number of common shares, issuable in series. The shares have no par value. All issued shares are fully paid.

Issued and Outstanding - Common Shares:

Number of Shares AmountBalance, January 1, 2017 193,567,847 $638,377

Exercise of stock options 194,584 284

Issued upon business combination (note 5) 152,549,556 626,979

Reclassification from contributed surplus on exercise of options - 148Balance, June 30, 2017 346,311,987 1,265,788



Accumulated Other Comprehensive Income

Foreign Currency Translation Differences

The foreign currency translation differences comprise all foreign currency differences arising from the translation of the financial statements of foreign operations. At June 30, 2017, the Company had an accumulated foreign currency translation loss of $0.4 million (June 30, 2016 - $6.2 million loss).

Equity interest in Keane

The equity interest in Keane comprises the fair value movement in the Class A shares in Keane. At June 30, 2017, the Company had an accumulated unrealized gain on equity interest in Keane of $17.0 million (June 30, 2016 – $5.9 million).

NOTE 8 - EARNINGS / (LOSS) PER SHARE

For the three months ended June 30,

For the six months ended June 30,

2017 2016 2017 2016

Basic weighted average number of common shares 242,266,982 153,842,584 218,069,566 151,381,139Diluted effect of stock options 2,782,842 - - -Diluted weighted average number of common shares 245,049,824 153,842,584 218,069,566 151,381,139



Attributable to owners of the Company 2017 2016 2017 2016Profit / (loss) from continuing operations $8,055 ($40,422) ($40,798) ($82,912)Per share - basic and diluted $0.03 ($0.26) ($0.19) ($0.55)(Loss) / profit from discontinued operations (2,196) (24,655) (3,500) 38,695Per share- basic and diluted ($0.01) ($0.16) ($0.02) $0.26Profit / (loss) for the period 5,859 (65,077) (44,298) (44,217)Per share - basic and diluted $0.02 ($0.42) ($0.21) ($0.29)

At June 30, 2017, 2.8 million options were excluded from the diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive (2016 – 1.5 million).

NOTE 9 – SHARE-BASED COMPENSATIONThe Company has four share-based compensation plans as described in the Notes to the Consolidated Financial Statements for the Year ended December 31, 2016.



Expense / (Recovery) 2017 2016 2017 2016Cash-settled share-based compensation expense Deferred Share Units ($653) $2,206 ($1,107) $2,983 Restricted Share Units 19 563 262 1,227 Performance Share Units (245) 702 (168) 911Total cash-settled share-based compensation expense (879) 3,471 (1,013) 5,121

Equity-settled share-based compensation expense Stock options 1,539 675 2,383 1,463Total equity-settled share-based compensation expense 1,539 675 2,383 1,463

Total share-based compensation expense $660 $4,146 $1,370 $6,584



Incentive Stock Option Plan (Equity-Settled):The weighted average grant date fair value of options granted during the six months ended June 30, 2017 has been estimated at $2.12 per option using the Black-Scholes option pricing model (six months ended June 30, 2016 - $1.08 per option). Expected volatility is estimated by considering historic average share price volatility. The Company has applied the following assumptions in determining the fair value of options for grants:

For the six months ended June 30, 2017Share price $3.75

Exercise price $3.75

Expected life (years) 3.41

Expected volatility 83%

Risk-free interest rate 0.9%

Forfeitures 10.9%

Dividend yield 0.0%

The Company has reserved 32,899,639 common shares as at June 30, 2017, (December 31, 2016 – 18,388,945) for issuance under a stock option plan for officers and employees. The maximum number of options permitted to be outstanding at any point in time is limited to 9.5% of the Common Shares then outstanding. As of June 30, 2017, 11,181,144 options

(December 31, 2016 – 8,793,201) were outstanding at exercise prices ranging from $0.82 to $18.03 per share with expiry dates ranging from 2017 to 2024.

The following table provides a summary of the status of the Company’s stock option plan and changes during the six months ended June 30:

Six months ended June 30, 2017 Year ended December 31, 2016

OptionsWeighted Average

Exercise Price OptionsWeighted Average

Exercise Price

Outstanding at the beginning of period 8,793,201 $6.22 10,805,206 $9.71

Granted 3,447,500 3.75 3,601,120 1.99

Exercised (194,584) 1.47 (1,524,801) 0.95

Forfeited (464,818) 5.42 (2,696,499) 10.50

Expired (400,155) 13.74 (1,391,825) 19.87

Outstanding at the end of the period 11,181,144 5.30 8,793,201 6.22

Exercisable at the end of the period 4,288,797 9.18 3,449,141 11.84

The weighted-average share price for the period ended June 30, 2017, was $4.26 (December 31, 2016 - $2.32).

Options Outstanding Options Exercisable

Range of Exercise PricesNumber

OutstandingWeighted Average

Remaining LifeWeighted Average

Exercise PriceNumber

ExercisableWeighted Average

Exercisable Price

$0.00 to $1.00 2,024,553 3.26 0.82 469,360 0.82

$1.01 to $10.00 6,300,858 6.37 2.90 1,156,236 2.22

$10.01 to $20.00 2,855,733 1.27 13.77 2,663,201 13.67

$0.00 to $20.00 11,181,144 4.50 5.30 4,288,797 9.18

The following table summarizes information about stock options outstanding at June 30, 2017:



Deferred Share Unit Restricted Share Unit Performance Share UnitBalance, January 1, 2016 1,373,063 2,039,786 920,251Granted 298,923 152,420 284,900Exercised (199,234) (489,058) -Forfeited - (907,368) (603,707)Balance, December 31, 2016 1,472,752 795,780 601,444Granted 146,917 83,100 326,400Exercised - (155,372) -Forfeited - (139,240) (37,844)Balance, June 30, 2017 1,619,669 584,268 890,000Vested at June 30, 2017 1,619,669 51,302 -

The outstanding liabilities for cash-settled compensation plans at June 30, 2017 of $8.3 million (December 31, 2016 - $10.6 million) are included in accounts payable and accrued liabilities. The expense related to all equity-settled and cash-settled share-based compensation plans is detailed under Administrative Expenses in Note 10 – Cost of Sales and Administrative Expenses.

Share Unit Plans (Cash-Settled):The following table provides a summary of the status of the Company’s cash-settled compensation plans and changes during the six months ending June 30:

NOTE 10 - COST OF SALES AND ADMINISTRATIVE EXPENSESThe Company classifies the consolidated statement of comprehensive loss using the function of expense method, which presents expenses according to their function, such

as cost of sales and administrative expenses. This method is more closely aligned to the Company business structure and provides more relevant information to the public.

The following table provides additional information on the nature of the expenses:



2017 2016 2017 2016

Cost of salesPersonnel expenses $36,329 $20,472 $65,503 $62,941Direct costs - cost of sales 48,161 14,505 107,010 60,384Direct costs - other expenses 33,688 10,538 62,876 36,060Depreciation and amortization 19,369 15,535 33,736 32,799

$137,547 $61,050 $269,125 $192,184

Administrative expensesPersonnel expenses $8,578 $7,580 $11,908 $12,075General and organizational expenses 13,889 4,438 19,086 10,019Bad debt (recovery) / expense (97) 43 185 (95)Depreciation and amortization 2,513 2,080 3,401 4,936Expense related to share-based payments 660 4,146 1,370 6,584

$25,543 $18,287 $35,950 $33,519

Severance costs $5,173 $8,382 $5,173 $16,282



NOTE 11 - INCOME TAXES

Six months ended June 30, 2017 2016Current income tax expense / (recovery) $8 $1,110

Deferred income tax expense / (recovery) 11,829 (30,529)

Total tax expense / (recovery) from continuing operations $11,837 ($29,419)

NOTE 12 - FINANCIAL INSTRUMENTSFair Values of Financial Assets and Liabilities

The fair values of cash and cash equivalents, trade and other receivables, and trade and other payables included in the consolidated statement of financial position approximate their carrying amount due to the short-term maturity of these instruments.

For the period ended June 30, 2017, one customer accounted for 11% of the Company’s revenue (December 31, 2016 – 17%).

The fair value of the RCF was determined by calculating future cash flows, including interest at current rates. The fair value of capital lease obligations was determined by calculating the future cash flows, including interest, using market rates. The fair value of the loan to an unrelated third party is $5.1 million (December 31, 2016 - $8.6 million). The fair value was calculated using a discounted cash flow approach with an effective interest rate of 12%. The fair value of the currency derivatives has been based on the forward swap rates at the end of the period.

On January 20, 2017, Keane Group, Inc. completed its initial public offering (“IPO”) and its shares became publicly traded on the New York Stock Exchange under the ticker symbol “FRAC”. As a result of the IPO, Trican’s ownership interests in Keane Holdings have been transferred to Keane Investor Holdings, LLC (“Keane Holding Company”). Effectively, our Class A common shares and Class C profits interest in Keane Holdings are now Class A common shares and Class C profits interests in the Keane Holding Company. At the time of IPO, the Keane Holding Company also registered a total of 15,074,000 shares at a price of US$19 which resulted in a distribution of $37.8 million (US$28.4 million) for Trican and a realized gain of $24.5 million ($11 million after tax). At June 30, 2017, the Keane Holding Company’s only asset was 72.2 million shares of FRAC and it had no liabilities.

Future liquidity events will effectively be the future sale of the remaining shares of FRAC currently held by the Keane Holding Company. The proceeds from the future sales will be distributed to the owners of Keane Holding Company. Trican’s portion of the future liquidity events will be calculated based on the following waterfall table:

Liquidity Event Cumulative Proceeds Thresholds (USD $MM)For the Year Ending March 15

Tranche Trican Ownership Interest 2017 2018 2019 2020 2021

First 10% up to $468 $468 $468 $468 $468

Second 9.2% between $468 - 608 $468 - 791 $468 - 1,028 $468 - 1,336 $468 - 1,737

Third 18.3% between $608 - 632 $791 - 853 $1,028 - 1,151 $1,336 - 1,554 $1,737 - 2,098

Fourth 27.4% greater than $632 $853 $1,151 $1,554 $2,098



The fair value of Class A and Class C shares was calculated based on an estimate of Trican’s portion of future liquidity events using an estimated share price of US $16.00 per share, and a discounted cash flow model risk adjusted with rates of 16% for the Class A equity interest and 38% for the Class C profit interest. These risk adjustments considered various factors including the time value of money and

take into consideration several estimates for uncertainties relating to Trican’s non-controlling interest in the Keane Holding Company and the timing and price of future liquidity events. The calculation of the fair value of the Class A and Class C shares also utilized the following distribution schedule:

Year ending March 15, 2018 25% of outstanding shares after the IPO



Equity interest in Keane (Class A Shares)

Profits Interest in Keane (Class C Shares) Investments in Keane

Balance at December 31, 2016 162,311 68,665 230,976

Realized liquidity event (January 20, 2017) (37,757) - (37,757)

Unrealized loss on investment (21,337) (30,194) (51,531)

Foreign exchange loss (3,865) (1,202) (5,067)

Balance at June 30, 2017 99,352 37,269 136,621

During the six months ended June 30, 2017, Trican disposed of 558,221 National Oilwell Varco Inc. marketable securities, for net proceeds of $28.0 million, representing its entire balance of marketable securities (fair value as at December 31, 2016 - $28.1 million).

For the six months ended June 30, 2017, $30.2 million of unrealized loss on the Class C shares and $24.5 million of realized gain on the Class A shares, for a total loss of $5.7 million, have been recorded in net income.

The table which follows analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

� Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

� Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); or

� Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).



Fair Value

June 30, 2017Carrying amount

Level 1 Level 2 Level 3

Financial assets

Financial assets at amortized cost (1)

Loan to an unrelated third party - current $5,055 $- $- $5,055

Fair value through profit and lossCurrency derivatives - current 17,425 - 17,425 -Profits interest in Keane 37,269 - - 37,269

Available for sale securityEquity interest in Keane 99,352 - - 99,352

Financial liabilitiesFinancial liabilities at amortized cost

Senior Notes - current 30,120 - 30,120 -Senior Notes - non-current 38,051 - 40,123 -RCF 107,854 - 115,896 -Finance lease obligations - current 1,449 - 1,449 -Finance lease obligations - non-current 3,636 - 3,636 -

(1) The current portion of this loan is included in Trade and Other Receivables.

NOTE 13 - OTHER COMMITMENTS AND CONTINGENCIES

Payments Due by Period

June 30, 2017 1 year or less 1 to 5 years 5 years & thereafter Total

Finance leases $1,449 $3,636 $- $5,085Operating leases $5,002 $9,900 $9,172 $24,074 Total commitments $6,451 $13,536 $9,172 $29,159

December 31, 2016

Finance leases $717 $264 $- $981

Operating leases $4,641 $9,838 $8,324 $22,803

Total commitments $5,358 $10,102 $8,324 $23,784

In addition to the above commitments, the Company has committed to capital expenditures of $5.3 million



Indemnity Claim in Connection with the Sale of Trican’s US Operations to Keane Group (“Keane”) on March 16, 2016

During Q3 2016 Keane delivered an Indemnity Claim stating that the Company owes Keane $4.0 million (US$3.0 million) due to losses incurred by Keane for assets purchased that were not in good operating condition. Management reached an agreement and settled the claim for $2.8 million (US$2.1 million) on June 16, 2017. The amount is recognized within Administrative Expenses.

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. The plaintiffs claim that the potential damages as a result of this claim could reach US$2.2 million.

On January 13, 2016, a class action lawsuit was filed on behalf of 11 plaintiffs against Trican Well Service, L.P. The claim alleges that Trican misclassified the plaintiffs’ position as “exempt”, resulting in a loss of overtime. The plaintiffs claim that the potential damages as a result of this claim could reach US$3.3 million.

Given the information available at these early stages of litigation, management has not recorded any amount for this contingent liability associated with these claims based on our belief that a liability is not probable and any range of potential future charge cannot be reasonably estimated at this time.

The tax regulations and legislation in the various jurisdictions that the Company operates in are continually changing. As a result, there are usually some tax matters under review. Management believes that it has adequately met and provided for taxes based on the Company’s interpretation of the relevant tax legislation and regulations.

CORPORATE INFORMATION

BOARD OF DIRECTORSMurray L. Cobbe (4) Chairman

G. Allen Brooks (1, 3, 5) President G. Allen Brooks, LLC

Kenneth M. Bagan (2, 4)

Independent Businessman

Kevin L. Nugent (1, 3) Executive Chairman Hifi Engineering Inc.

Alexander J. Pourbaix (2, 3) Executive Vice President and President TransCanada Corporation

Deborah S. Stein (1, 2) Independent Businesswoman

Dale M. Dusterhoft President & Chief Executive Officer

Bradley P.D. Fedora(2, 4)

Independent Businessman

OFFICERSDale M. Dusterhoft President & Chief Executive Officer

Michael A. Baldwin, C.A. Senior Vice President and Chief Financial Officer

Robert J. Cox Senior Vice President, Operations

Chika B. Onwuekwe Vice President, Legal, General Counsel and Corporate Secretary

Robert Skilnick Vice President, Finance

(1) Member of the Audit Committee

(2) Member of the Human Resources and Compensation Committee

(3) Member of the Corporate Governance Committee

(4) Member of the Health, Safety and Environment Committee

(5) Lead Director

CORPORATE OFFICETrican Well Service Ltd. 2900, 645 – 7th Avenue S.W. Calgary, Alberta T2P 4G8 Telephone: (403) 266-0202 Facsimile: (403) 237-7716 Website: www.trican.ca

AUDITORSKPMG LLP, Chartered Accountants Calgary, Alberta

BANKERSHSBC Bank Canada Calgary, AB

REGISTRAR AND TRANSFER AGENTComputershare Trust Company of Canada Calgary, Alberta

STOCK EXCHANGE LISTINGThe Toronto Stock Exchange Trading Symbol: TCW

INVESTOR RELATIONS INFORMATIONRequests for information should be directed to:

Dale M. Dusterhoft President & Chief Executive Officer

Michael A. Baldwin, C.A. Senior Vice President and Chief Financial Officer

q2 2017 - interim report (final)q2 2017 represented the highest quarterly volume of proppant pumped...

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