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August 16, 2016 10:03:00 am

Enerflex Ltd. Announces $100 Million Bought Deal Financing

CALGARY, ALBERTA--(Marketwired - Aug. 16, 2016) - NOT FOR DISTRIBUTION TO U.S. NEW WIRE SERVICES OR FOR DISSEMINATION IN THE U.S. - Enerflex Ltd. (TSX:EFX) ("Enerflex" or "the Company"), a leading supplier of products and services to the global energy industry, today announced that it has entered into an agreement, on a bought deal basis, with a syndicate of underwriters led by Scotiabank and TD Securities Inc. (collectively, the "Underwriters") pursuant to which the Underwriters have agreed to purchase 7,785,000 common shares of Enerflex ("Common Shares")at a price of $12.85 per Common Share for gross proceeds of approximately $100 million (the "Offering"). In addition, the Company has granted the Underwriters an option to purchase up to an additional 1,167,750 Common Shares at the same price and on the same terms as the Offering, exercisable in whole or in part at any time up until the date which is 30 days following the closing of the Offering, to cover over-allotments (the "Over-Allotment Option"). Total gross aggregate proceeds will be approximately $115 million if the Over-Allotment Option is exercised in full.

The net proceeds of the Offering (including the net proceeds from the exercise of the Over-Allotment Option, if any) will be used by the Company to fund the balance of the 2016 and 2017 capital expenditure program, potential acquisitions that may be identified from time to time and for general working capital and corporate purposes. Until deployed for these purposes, the proceeds of the Offering will temporarily be used to reduce the outstanding indebtedness under the Company's bank facility.

The Offering will be completed by way of a short form prospectus in all provinces of Canada, and on a private placement basis in the United States pursuant to exemptions from registration requirements of the U.S. Securities Act of 1933, as amended. Closing of the Offering is expected to occur on or about September 7, 2016 and is subject to normal regulatory approvals.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Enerflex

Enerflex Ltd. is a single source supplier of natural gas compression, oil and gas processing, refrigeration systems and electric power equipment - plus in-house engineering and mechanical service expertise. The Company's broad in-house resources provide the capability to engineer, design, manufacture, construct, commission and service hydrocarbon handling systems. Enerflex's expertise encompasses field production facilities, compression and natural gas processing plants, refrigeration systems and electric power equipment servicing the natural gas production industry.

Headquartered in Calgary, Canada, Enerflex has approximately 1,900 employees worldwide. Enerflex, its subsidiaries, interests in associates and joint-ventures operate in Canada, the United States, Argentina, Bolivia, Brazil, Colombia, Mexico, Peru, Australia, the United Kingdom, Russia, the United Arab Emirates, Oman, Bahrain, Indonesia, Malaysia, Singapore, and Thailand. Enerflex's shares trade on the Toronto Stock Exchange under the symbol "EFX". For more information about Enerflex, go to http://www.enerflex.com*.

Advisory Regarding Forward-Looking Statements

This press release contains forward-looking statements. More particularly, this material change report contains statements concerning the anticipated terms and timing for closing the Offering, the receipt of regulatory approvals, including the TSX approval, for the Offering and the use of proceeds of the Offering. In addition, the use of any of the words "guidance", "initial, "scheduled", "can", "will", "prior to", "estimate", "anticipate", "believe", "potential", "should", "unaudited", "forecast", "future", "continue", "may", "expect", "project", and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained herein are based on certain key expectations and assumptions made by the Company, including but not limited to expectations and assumptions that the Offering will close on the terms and at the time expected, all regulatory approvals and other conditions will be received or satisfied for closing the Offering, the availability of capital, current legislation, Enerflex's growth strategy, general economic conditions, availability of required equipment and services and prevailing commodity prices. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: that the conditions for the Offering will not be satisfied or close on the terms expected; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks; commodity price and exchange rate fluctuations; changes in legislation affecting the oil and gas industry and uncertainties resulting from potential delays or changes in plans with respect to projects or capital expenditures. In addition, the intended use of the net proceeds of the Offering by Enerflex might change if the board of directors of Enerflex determines that it would be in the best interests of the Company to deploy the proceeds for some other purpose. Refer to the Annual Information Form of the Company available on SEDAR at www.sedar.com and risks contained therein.

The forward-looking statements contained in this material change report are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

J. Blair Goertzen
President & Chief Executive Officer

D. James Harbilas
Executive Vice President & Chief Financial Officer