CALFRAC WELL SERVICES LTD. Dividend Reinvestment Plan INCOME TAX CONSIDERATIONS Terms used but not otherwise defined herein shall have the meaning attributed thereto in the Calfrac Well Services Ltd. Dividend Reinvestment Plan (the Plan ) as of December 7, 2011. Canadian Federal Income Tax Considerations The following is a summary of the principal Canadian federal income tax considerations with respect to the Plan generally applicable to a beneficial owner of Common Shares who is a Participant, or has instructed CDS or a Nominee to be a Participant on their behalf, and who holds and will hold their Common Shares, including Common Shares acquired under the Plan, as capital property (a Plan Participant ). The Common Shares will generally be capital property to a Plan Participant unless the Plan Participant holds the shares in the course of carrying on a business or the Plan Participant acquired the shares in one or more transactions considered to be part of an adventure or concern in the nature of trade. This summary does not apply to a Plan Participant (i) that is a specified financial institution, (ii) an interest in which is a tax shelter investment, (iii) that is a financial institution for purposes of the mark-tomarket rules, (iv) that is exempt from tax under Part I of the Income Tax Act (Canada) (the Tax Act ) or (v) that has elected to compute its Canadian tax results in a foreign currency pursuant to the functional currency rules, all within the meaning of the Tax Act. This summary is based on the provisions of the Tax Act and the regulations thereunder, all specific proposals to amend the Tax Act or the regulations publicly announced by or on behalf of the Minister of Finance (Canada) (the Proposed Amendments ), and the published administrative practices and assessing policies of the Canada Revenue Agency (the CRA ), all as of December 7, 2011. This summary does not otherwise take into account or anticipate any changes in law or administrative practice, nor does it take into account provincial, territorial or foreign tax law. No assurance can be given that the Proposed Amendments will be enacted in the form proposed or at all. This summary is of a general nature only, is not exhaustive of all possible tax considerations and is not intended to be legal or tax advice to any particular Plan Participant. Plan Participants should consult own tax advisors on the tax consequences of participating in the Plan, including tax considerations in their country of residence. Canadian Participants This portion of the summary applies to Plan Participants who, at all relevant times and for the purposes of the Tax Act, are resident in Canada (a Canadian Participant ).
- 2 - Dividends Dividends that are reinvested pursuant to the Plan will be included in a Canadian Participant's income. A Canadian Participant will be treated, for tax purposes, as having received, on each Dividend Payment Date, a taxable dividend equal to the full amount of the cash dividend payable on such date, which dividend will be subject to the same tax treatment accorded to taxable dividends received by the Canadian Participant from a taxable Canadian corporation resident in Canada. A Canadian Participant who is an individual (including certain trusts) who receives or is deemed to receive a dividend from the Corporation will be subject to the gross-up and credit rules in the Tax Act, including the enhanced credit with respect to eligible dividends, if the Corporation designates the dividend as an eligible dividend. The fact that cash dividends are reinvested pursuant to the Plan will not affect the status of any such dividends as eligible dividends for the purposes of the Tax Act. A Canadian Participant that is a corporation must include taxable dividends received or deemed received in income but will generally be entitled to deduct the amount of such dividends from income. A private corporation or a subject corporation (both as defined in the Tax Act), will be subject to a refundable 33 1/3% tax to the extent taxable dividends are deductible in computing taxable income. Acquisition of Common Shares at a Discount The Corporation may issue Plan Shares at a discount to the Average Market Price (the Discounted Average Market Price ). Pursuant to administrative policy of the CRA, the acquisition of a Common Share by a Canadian Participant at the Discounted Average Market Price should not result in a taxable benefit for the purposes of the Tax Act, provided that the Discounted Average Market Price is not less than 95% of the value of the Common Share. Capital Gains A Canadian Participant will realize a capital gain (or loss) on the disposition or deemed disposition of Common Shares acquired through the Plan (other than on a disposition to the Corporation) equal to the amount by which the proceeds of disposition exceed (or are less than) the adjusted cost base to the Canadian Participant of such Common Shares plus reasonable costs of disposition. The adjusted cost base of Common Shares acquired by a Canadian Participant through the Plan will be averaged with the cost of any other Common Shares owned by the Canadian Participant as capital property. The cost of a Common Share issued to a Canadian Participant pursuant to the Plan will be equal to the Average Market Price (or Discounted Average Market Price, if applicable) of such Common Share. One-half of any capital gain (a taxable capital gain) must be included in the Canadian Participant's income for the year of disposition and one-half of any capital loss (an allowable capital loss) realized by a Canadian Participant must be deducted from taxable capital gains realized by the Canadian Participant in the year of disposition. Allowable capital losses in excess of taxable capital gains for the year of disposition generally may be deducted in the three prior taxation years or any future taxation year against taxable capital gains, to the extent and under the circumstances described in the Tax Act. A Canadian Participant that is a Canadian-controlled private corporation (as defined in the Tax Act) will be liable to for an additional refundable tax of 6 2/3% on its aggregate investment income (as defined in the Tax Act) for the year, which will include an amount in respect of taxable capital gains. If the Canadian Participant is a corporation, the amount of any capital loss arising from a disposition or deemed disposition of Common Shares may be reduced by the amount of dividends received or deemed to have been received by it on such shares, to the extent and under circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares. Canadian Participants to whom these rules may be relevant should consult their own tax advisors.
- 3 - Termination of Participation When a Canadian Participant's participation in the Plan is terminated by the Canadian Participant or the Corporation or when the Plan is terminated by the Corporation, the Canadian Participant will receive a cash payment equal to the value of any fractional Common Share interest remaining in the Canadian Participant's account. A deemed dividend may arise if the cash payment for a fractional Common Share exceeds the paid-up capital (within the meaning of the Tax Act) in respect of such fractional Common Share and a capital gain (or loss) may also be realized in certain circumstances. A deemed dividend is treated in the manner described above under the heading Canadian Participants Dividends. Alternative Minimum Tax A Canadian Participant who is an individual (including certain trusts) may be subject to alternative minimum tax as the result of receiving or being deemed to receive dividends or realizing taxable capital gains in a taxation year. Non-Resident Participants This portion of the summary applies to Plan Participants who, at all relevant times and for the purposes of the Tax Act, are not resident in Canada and do not use or hold or are deemed to use of hold the Common Shares in a business carried on in Canada (a Non-Resident Participant ). Special rules, which are not commented on in this summary, apply to a insurer that carries on business in Canada and elsewhere. Dividends Dividends that are reinvested pursuant to the Plan will be subject to non-resident withholding tax at a 25% rate, subject to reduction under an applicable income tax treaty between Canada and the country in which the Non-Resident Participant is resident. Under the Canada-United States Income Tax Convention, 1980 (the Canada-US Treaty ), a resident of the United States who qualifies for the benefits of the Canada-US Treaty, and does not have a permanent establishment in Canada to which the Common Shares are effectively connected will generally be subject to withholding tax at a rate not exceeding 15%. Dividends paid on the Common Shares to a Non-Resident Participant will generally be reduced by Canadian withholding tax before reinvestment. A Non-Resident Participant may be liable for tax on dividends paid on Common Shares held in their Plan account in their country of residence. Capital Gains A Non-Resident Participant will be subject to Canadian income tax on a capital gain realized on the disposition or deemed disposition of Common Shares only if such shares are taxable Canadian property to the Non-Resident Participant. The Common Shares will not generally be taxable Canadian property to a Non-Resident Participant if (i) they are listed on a designated stock exchange (which includes the TSX) at the time of disposition and, at that time and during the prior 60-months the Non-Resident Participant, persons with whom the Non-Resident Participant did not deal at arm's length (within the meaning of the Tax Act) or the Non-Resident Participant and such persons owned less 25% of the issued shares of each class of the Corporation's capital stock, or (ii) during such 60-month period more than 50% of the fair market value of the Common Shares was not derived directly or indirectly from one or any combination of real or immoveable property situated in Canada, Canadian resource properties, timber resource
- 4 - properties or options in respect of, or interests in, the foregoing, and (iii) the Common Shares are not otherwise deemed by the Tax Act to be taxable Canadian property. Where Common Shares are taxable Canadian property to a Non-Resident Participant, any capital gain realized on a disposition or deemed disposition of the Common Shares will be subject to taxation in Canada, unless as otherwise provided in any tax treaty between Canada and the Non-Resident Participant's country of residence. Termination of Participation When a Non-Resident Participant's participation in the Plan is terminated by the Non-Resident Participant or the Corporation or when the Plan is terminated by the Corporation, the Non-Resident Participant will receive a cash payment of the value of any fractional Common Share interest remaining in the Non- Resident Participant's account. A deemed dividend, subject to Canadian withholding tax, may arise if the cash payment for a fractional Common Share exceeds the paid-up capital (within the meaning of the Act) in respect of such fractional Common Share. A deemed dividend is treated in the manner described above under the heading Non-Resident Participants - Dividends. United States Federal Income Tax Considerations TO COMPLY WITH TREASURY DEPARTMENT CIRCULAR 230, TAXPAYERS ARE HEREBY NOTIFIED THAT: (I) THIS SUMMARY IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE INTERNAL REVENUE CODE; (II) THIS SUMMARY IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (III) A TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. The following summary describes certain U.S. federal income tax consequences which may be applicable to a U.S. Holder (defined below) of Common Shares of the Corporation who participates in the plan (as used in this section, a U.S. Participant ). This summary applies only to U.S. Participants that hold Common Shares, including Common Shares acquired under the Plan, as capital assets and that have the U.S. dollar as their functional currency. This discussion is based on the tax laws of the United States as in effect on the date hereof and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date hereof, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below. This summary does not address any estate or gift tax consequences, Medicare tax imposed on certain investment income or any state, local, or foreign tax consequences. The following discussion does not deal with the tax consequences to U.S. Participants in special tax situations such as: banks; certain financial institutions; regulated investment companies; insurance companies; broker dealers; traders that elect to mark to market;
- 5 - tax-exempt entities; persons liable for alternative minimum tax; U.S. expatriates; persons holding Common Shares, including Common Shares acquired under the Plan, as part of a straddle, hedging, constructive sale, conversion or integrated transaction; persons that actually or constructively own 10% or more of our voting stock; persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the U.S.; persons who acquired Common Shares pursuant to the exercise of any employee share option or otherwise as compensation; or persons holding Common Shares, including Common Shares acquired under the Plan, through partnerships or other pass-through entities. The discussion below of the U.S. federal income tax consequences to U.S. Holders applies to a holder that is a beneficial owner of the Common Shares and is, for U.S. federal income tax purposes, an individual who is a citizen or resident of the United States; a corporation (or other entity taxable as a corporation) organized under the laws of the United States, any State or the District of Columbia; an estate whose income is subject to U.S. federal income taxation regardless of its source; or a trust that (i) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. The tax treatment of a partner in a partnership or other entity taxable as a partnership for U.S. federal income tax purposes that holds Common Shares generally will depend on such partner s status and the activities of the partnership. The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder Common Shares of the Corporation and no opinion or representation with respect to the United States federal income tax consequences to any such holder is made. This discussion assumes that the Corporation is not, and will not become, a passive foreign investment company, as described below. U.S. PARTICIPANTS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF PARTICIPATION IN THE PLAN. Amount Includible in Income For United States federal income tax purposes, a U.S. Participant will be treated as receiving a distribution equal to the sum of (i) the fair market value of Common Shares acquired under the Plan as of the Dividend Payment Date, and (ii) any Canadian taxes which we withhold with respect to the distribution, in each case, as translated into U.S. dollars on the Dividend Payment Date. The distribution will be includible in the U.S. Participant s income as dividend income on the Dividend Payment Date of Common Shares acquired under the Plan, but only to the extent that such distributions are paid out of the Corporation s current or accumulated earnings and profits as determined under U.S. federal income tax principles. The Corporation does not maintain calculations of its earnings and profits under U.S. federal
- 6 - income tax principles and, accordingly, a U.S. Participant should expect to treat all distributions as dividends for such purposes and the remainder of this discussion assumes that all distributions (including amounts deemed distributed under the Plan) will be treated as dividends for U.S. federal income tax purposes. These dividends will generally be foreign source and Canadian taxes withheld therefrom, if any, may be creditable against the U.S. Participant s U.S. federal income tax liability subject to applicable limitations. These dividends will not be eligible for the dividends received deduction, which is generally allowed to corporations in respect of dividends received from U.S. corporations. Subject to applicable limitations, dividends paid to certain non-corporate U.S. Participants in taxable years beginning before January 1, 2013 may be taxable at favorable rates, up to a maximum rate of 15%, as opposed to being taxable at ordinary income rates. U.S. Participants are urged to consult their tax advisors regarding the availability of the foreign tax credit and the reduced rate on dividends on the Corporation s Common Shares, in each case, under their particular circumstances. Basis and Holding Period A U.S. Participant s tax basis for Common Shares acquired under the Plan will equal the amount treated as a dividend upon the receipt of the shares. A U.S. Participant s holding period for the Common Shares will begin on the day after the Dividend Payment Date. Sale, Exchange or Other Disposition of the Common Shares A U.S. Participant will not realize any taxable income upon the receipt of certificates for whole shares that were credited to the U.S. Participant s account either upon the U.S. Participant s request for certificates for certain of those shares or upon withdrawal from or termination of the Plan although a U.S. Participant could recognize income upon the receipt of cash in lieu of a fractional share. Upon a sale, exchange or other disposition of the Common Shares acquired under the Plan, a U.S. Participant will recognize a capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized (which shall include the amount of taxes withheld therefrom, if any) and its tax basis in such Common Shares. Any such gain or loss generally will be U.S. source gain or loss and will be treated as long-term capital gain or loss if the U.S. Participant s holding period in the Common Shares exceeds one year. Non-corporate U.S. Participants (including individuals) generally will be subject to U.S. federal income tax on long-term capital gain at preferential rates. The deductibility of capital losses is subject to significant limitations. In the case of a cash basis U.S. Participant who receives Canadian dollars, or another foreign currency, in connection with a sale, exchange or other disposition of our Common Shares acquired under the Plan, the amount realized will be based on the U.S. dollar value of the foreign currency received with respect to the Common Shares as determined by translating the U.S. dollar value of the foreign currency received at the spot rate of exchange on the settlement date of the sale or exchange. An accrual basis U.S. Participant may elect the same treatment required of cash basis taxpayers with respect to a sale or exchange of Common Shares acquired under the Plan, provided that the election is applied consistently from year to year. This election may not be changed without the consent of the Internal Revenue Service ( IRS ). If an accrual basis U.S. Participant that is not eligible to or does not elect to determine the amount realized using the spot rate on the settlement date, it will recognize foreign currency gain or loss for United States federal income tax purposes to the extent of any difference between the U.S. dollar amount realized on the date of disposition and the U.S. dollar value of the foreign currency received at the spot rate on the date of settlement. This foreign currency gain or loss would be treated as ordinary income or loss and would be in addition to gain or loss, if any, recognized by that U.S. Participant on the sale, exchange or other disposition of Common Shares acquired under the Plan.
- 7 - Passive Foreign Investment Company Status The United States federal income tax consequences for a U.S. Participant will depend to a significant extent on whether the Corporation is a passive foreign investment company ( PFIC ) at any time during the U.S. Participant s holding period of our Common Shares. The Corporation does not anticipate that it will be a PFIC for the current taxable year or for future taxable years. This is a factual determination, however, that must be made annually at the end of the taxable year. Therefore there can be no assurance that the Corporation will not be classified as a PFIC for the current taxable year or for any future taxable year. The Corporation would be classified as a PFIC for any taxable year if either: (i) at least 75% of our gross income is passive income, or (ii) at least 50% of the value of the Corporation s assets (determined on the basis of a quarterly average) produce or are held for the production of passive income. For this purpose, the Corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation (or partnership) in which the Corporation owns, directly or indirectly, more than 25% (by value) of the stock (or partnership interest). Under the PFIC rules, if the Corporation were considered a PFIC at any time during which a U.S. Participant held the Common Shares, it would continue to be treated as a PFIC with respect to such participant s investment unless the holder has made certain elections under the PFIC rules. If the Corporation is classified as a PFIC for any taxable year during which a U.S. Participant held the Common Shares, such participant may be subject to materially adverse U.S. federal income tax consequences, including being subject to greater amounts of U.S. tax and being subject to additional U.S. tax form filing requirements. If the Corporation was not a PFIC at any time during the U.S. Participant s holding period of our Common Shares, the United States federal income tax consequences to the participant will generally be as described above. See Amount Includible in Income. U.S. Participants should consult their own tax advisors regarding the potential application of the PFIC rules to their ownership of the Common Shares. United States Information Reporting and Backup Withholding Payments of dividends and sales proceeds that are made within the United States or through certain U.S.- related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Participant is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Participant provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Participant will be allowed as a credit against the U.S. Participant s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS. U.S. Participants should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Participant s U.S. federal income tax liability, and such participant may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. Other Reporting Rules Under Section 6038D of the Internal Revenue Code, certain U.S. Participants who are individuals may be required to report information relating to an interest in the Common Shares, subject to certain exceptions (including an exception for Common Shares held in accounts maintained by certain financial institutions).
- 8 - U.S. Participants should consult their tax advisors regarding the potential application of this information reporting requirement to their ownership of the Common Shares. THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE IMPORTANT TO A U.S. PARTICIPANT. EACH U.S. PARTICIPANT SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN UNDER THE U.S. PARTICIPANT S OWN CIRCUMSTANCES.