UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CIVEO CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION

CIVEO CORPORATION

Dear Shareholder:

You are cordially invited to attend the special meeting of the shareholders of Civeo Corporation (“Civeo”) to be held at [            ], on [                    ], 2018 at [            ], local time. At the special meeting, our shareholders will be asked to approve the issuance of common shares, no par value, of Civeo (“Common Shares”) and the Preferred Shares (as defined below), together with the issuance of Common Shares upon any conversion of the Preferred Shares, upon the consummation of the transactions contemplated by the Share Purchase Agreement, dated as of November 26, 2017 (the “Purchase Agreement”), by and among Civeo, Noralta Lodge Ltd. (“Noralta”), Torgerson Family Trust, 2073357 Alberta Ltd., 2073358 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 989677 Alberta Ltd. and Lance Torgerson, pursuant to which Civeo will acquire, directly or indirectly, all of the issued and outstanding shares of Noralta (the “Acquisition”). We refer to this proposal as the “share issuance proposal.”

After careful consideration, the board of directors of Civeo (the “Civeo Board”) has unanimously determined that the Purchase Agreement and the transactions contemplated thereby, including the Acquisition, are advisable and in the best interests of Civeo and its shareholders. The Civeo Board unanimously recommends that Civeo shareholders vote “FOR” the share issuance proposal at the special meeting.

Upon completion of the Acquisition, Civeo will acquire, directly or indirectly, all of the issued and outstanding shares of Noralta. The consideration for the Acquisition payable at closing will be an amount equal to (i) C$209,500,000 in cash, subject to customary adjustments for Noralta’s working capital, debt, cash and unpaid transaction expenses at closing, of which C$28,500,000 will be held in escrow by Alliance Trust Company (the “Escrow Agent”) to support the sellers’ indemnification obligations under the Purchase Agreement, (ii) 32,790,868 Common Shares, of which 13,491,100 shares will be held in escrow by the Escrow Agent and released in three equal installments from escrow upon the satisfaction of certain conditions related to a customer contract remaining in place in June 2021, June 2022 and June 2023, and (iii) 9,679 shares of Class A Series 1 Preferred Shares of Civeo (the “Preferred Shares”) with an initial liquidation preference of US$96,790,000. Based upon the closing price of Common Shares of US$2.21 on December 15, 2017, an exchange rate of 1.29 Canadian dollars to U.S. dollars as of that date and the estimated fair value of the Preferred Shares of 57% of the initial liquidation preference, the value of the consideration payable in the Acquisition is approximately US$290 million. Subject to obtaining regulatory approvals and Civeo shareholder approval of the share issuance proposal, and satisfying certain other closing conditions, it is anticipated that the Acquisition will be completed in the second quarter of 2018. This proxy statement provides you with detailed information about Civeo, Noralta, the Acquisition and the Purchase Agreement. Please give all of the information in this proxy statement your careful attention. Please pay particular attention to the section entitled “Risk Factors” beginning on page 16 for a discussion of the risks related to the Acquisition and Civeo following completion of the Acquisition.

Thank you for your cooperation and continued support.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of the proposed issuance of the Common Shares or the Preferred Shares in connection with the Acquisition described in this proxy statement or determined if this proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement is dated [            ] and is first being mailed or otherwise delivered to shareholders of Civeo on or about [            ].

CIVEO CORPORATION

Three Allen Center

333 Clay Street, Suite 4980

Houston, Texas 77002

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held On [                    ], 2018

To the Shareholders of Civeo Corporation:

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Civeo Corporation (“Civeo”) will be held at [            ], on [                    ], 2018 at [            ], local time to approve the issuance of common shares, no par value, of Civeo (“Common Shares”) and Class A Series 1 Preferred Shares of Civeo (the “Preferred Shares”), together with the issuance of Common Shares upon any conversion of the Preferred Shares, upon the consummation of the transactions contemplated by the Share Purchase Agreement, dated as of November 26, 2017 (the “Purchase Agreement”), by and among Civeo, Noralta Lodge Ltd. (“Noralta”), Torgerson Family Trust, 2073357 Alberta Ltd., 2073358 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 989677 Alberta Ltd. and Lance Torgerson, pursuant to which Civeo will acquire, directly or indirectly, all of the issued and outstanding shares of Noralta (the “Acquisition”). We refer to this proposal as the “share issuance proposal.”

The board of directors of Civeo (the “Civeo Board”) has fixed the close of business on [            ] as the record date for determining Civeo shareholders entitled to receive notice of and to vote at the special meeting or any adjournments or postponements of the Civeo special meeting. Only holders of record of Common Shares at the close of business on the record date are entitled to notice of and to vote at the Civeo special meeting. At the close of business on the record date, Civeo had [            ] Common Shares outstanding and entitled to vote.

The Civeo Board, by unanimous vote, recommends that you vote “FOR” the share issuance proposal.

The recommendation of the Civeo Board is based on various factors, including the opinion of Lazard Frères & Co. LLC, financial advisor to the Civeo Board, to the effect that, as of the date of its opinion and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the consideration to be paid by Civeo in the Acquisition is fair, from a financial point of view, to Civeo. A copy of the opinion is included as Annex D to the accompanying proxy statement.

Please note that space limitations make it necessary to limit attendance at the special meeting to shareholders, though each shareholder may be accompanied by one guest. Shareholders of record attending the special meeting should be prepared to present government-issued photo identification for admission. Shareholders owning Common Shares through a broker, bank or other record holder should be prepared to present government-issued photo identification and evidence of share ownership as of [            ], such as an account statement, voting instruction card issued by the broker, bank or other record holder, or other acceptable document, for admission into the special meeting. Check-in at special meeting will begin at [            ] a.m., and you should plan to allow ample time for check-in procedures. Seating at the special meeting is limited and admission is on a first-come, first-served basis. Cameras, cell phones, recording equipment and other electronic devices will not be permitted at the special meeting.

As shareholders of Civeo, your vote is important. Whether or not you are able to attend the special meeting in person, it is important that your shares be represented. Please vote as soon as possible. Voting promptly, regardless of the number of shares you hold, will aid us in reducing the expense of an extended proxy solicitation. Voting your shares by returning your proxy card or voting instruction card or voting through the Internet or by telephone does not affect your right to vote in person if you attend the special meeting. For specific information regarding the voting of your shares, please refer to the section entitled “Questions and Answers about the Acquisition,” beginning on page 1 of the accompanying proxy statement.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ACQUISITION

As used in this proxy statement, references to Civeo, we, us and our refer to Civeo Corporation, a corporation incorporated under the laws of the Province of British Columbia, references to Noralta refer to Noralta Lodge Ltd., a corporation incorporated under the laws of the Province of Alberta, or its successor following a pre-closing amalgamation contemplated by the Purchase Agreement, references to the Purchase Agreement refer to the Share Purchase Agreement dated November 26, 2017, by and among Civeo, Noralta, the Torgerson Family Trust, 2073357 Alberta Ltd., 2073358 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 989677 Alberta Ltd. and Lance Torgerson, a copy of which is attached as Annex A to this proxy statement, references to the Registration Rights Agreement refer to the Registration Rights, Lock-Up and Standstill Agreement to be entered into by and among Civeo, the Torgerson Family Trust and 989677 Alberta Ltd. at the closing of the Acquisition, a copy of which is attached as Annex B to this proxy statement, references to the Acquisition refer to the Acquisition of Noralta by Civeo contemplated under the Purchase Agreement whereby Noralta will become a wholly-owned subsidiary of Civeo, references to the Civeo Board refer to the board of directors of Civeo, references to Articles refer to the Amended and Restated Articles of Civeo, references to the closing date refer to the closing date of the Acquisition as contemplated under the Purchase Agreement, references to the Common Shares refer to the common shares, no par value, of Civeo, references to the Preferred Shares refer to the Class A Series 1 Preferred Shares, no par value, of Civeo having the terms contained in the proposed amendment to the Articles attached as Annex C to this proxy statement, and references to the special meeting refer to the special meeting of Civeo shareholders. All references to $, US$ or U.S. dollars in this proxy statement are to the currency of the United States, and references to C$ or CAD in this proxy statement are to the currency of Canada.

The following section provides answers to frequently asked questions about the Acquisition and the special meeting. This section, however, only provides summary information. Civeo urges you to carefully read the remainder of this proxy statement, including the annexes to this proxy statement, because the information in this section does not provide all of the information that might be important to you regarding the Acquisition and the other matters being considered at the special meeting.

Q: What is the Acquisition?

A: Under the terms and subject to the conditions set forth in the Purchase Agreement, at closing, Civeo will acquire, directly or indirectly, all of the issued and outstanding shares of Noralta.

Q: Why am I receiving this proxy statement?

A: At the special meeting, you will be asked to approve the issuance of Common Shares and the Preferred Shares, together with the issuance of Common Shares upon any conversion of the Preferred Shares, upon the consummation of the transactions contemplated by the Purchase Agreement.

We encourage you to read this proxy statement carefully, as it contains important information about the share issuance proposal and the special meeting. Your vote is important. You do not need to attend the special meeting in person to vote. We encourage you to vote as soon as possible.

Q: When and where is the Civeo special meeting?

A: The special meeting will be held at [    ], on [            ], 2018 at [            ], local time.

Q: What is required to consummate the Acquisition?

A: To consummate the Acquisition, Civeo shareholders must approve the share issuance proposal. The affirmative vote of the holders of a majority of the Common Shares present in person or represented by proxy and entitled to vote at the special meeting, assuming a quorum is present, is required for the approval of the proposal. For more information, please see the sections entitled “Matters Being Submitted to a Vote” and “The Civeo Special Meeting – Record Date, Quorum, Voting Requirements and Outstanding Shares.”

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In addition to the requirement of obtaining such shareholder approval and appropriate regulatory approvals, each of the other closing conditions set forth in the Purchase Agreement must be satisfied or waived. For a more complete description of the closing conditions under the Purchase Agreement, please see the section entitled “The Purchase Agreement – Conditions Precedent to the Acquisition.”

Q: When does Civeo expect to complete the Acquisition?

A: Civeo and Noralta are working to complete the Acquisition as soon as reasonably possible. Civeo and Noralta must first obtain the necessary approvals, including the approval of Civeo’s shareholders of the share issuance proposal, and satisfy the other closing conditions described in the Purchase Agreement. There can be no assurance as to whether all the conditions to the Acquisition will be met, nor any prediction of the exact timing of the completion of the Acquisition. It is possible Civeo and Noralta will not complete the Acquisition. Civeo currently expects to complete the Acquisition during the second quarter of 2018.

Q: What are the material U.S. and Canadian federal income tax consequences of the Acquisition to me?

A: Civeo shareholders will not exchange or surrender their Common Shares in the Acquisition or receive any separate consideration in the Acquisition. Accordingly, Civeo shareholders (excluding any Noralta sellers who also own Common Shares) will not recognize gain or loss as a result of the Acquisition. For more information on Canadian tax consequences of the Acquisition, please see the section entitled “The Acquisition – Material Canadian Federal Income Tax Consequences of the Acquisition to Civeo and Civeo Shareholders.”

Q: What risks should I consider in deciding whether to vote in favor of the proposals?

A: You should carefully review the section of this proxy statement entitled “Risk Factors,” which sets forth certain risks and uncertainties related to the Acquisition and risks and uncertainties to which Civeo’s business will be subject after the Acquisition if it is completed.

You may also obtain additional information about Civeo in documents Civeo files with the U.S. Securities and Exchange Commission (“SEC”). See the section entitled “Additional Information.”

Q: How does the Civeo Board recommend that I vote?

A: After careful consideration, the Civeo Board has unanimously determined that the Purchase Agreement and the transactions contemplated thereby, including the Acquisition, are advisable and in the best interests of Civeo and its shareholders. The Civeo Board unanimously recommends that Civeo shareholders vote “FOR” the share issuance proposal at the special meeting.

Q: How do I vote?

A: If you are a registered shareholder of Civeo as of the close of business on the record date for the special meeting, you may vote in person by attending the special meeting or, to ensure your shares are represented at the special meeting, you may authorize a proxy to vote by:

A proxy card is being sent with this proxy statement to each shareholder of record as of the record date for the special meeting.

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If you hold shares in “street name” through a stock brokerage account or through a bank or other nominee, please follow the voting instructions provided by your broker, bank or other nominee to ensure that your shares are represented at the special meeting.

Q: If my shares are held in “street name” by my nominee, will my nominee vote my shares for me?

A: If your shares are held in the name of a bank, broker or other nominee as a custodian or in the general account of the broker or other organization, you are a “street name” holder, and your nominee will not be able to vote your shares unless your nominee receives appropriate instructions from you. We recommend that you contact your nominee. Your nominee can give you directions on how to instruct the voting of your shares.

Please follow the voting instructions provided by your bank, broker or other nominee so that it may vote your shares on your behalf. Please note that you may not vote shares held in street name by returning a proxy card directly to Civeo or by voting in person at the special meeting unless you first obtain a proxy from your bank, broker or other nominee.

Q: Are shareholders able to exercise appraisal rights?

A: Appraisal rights are not available to shareholders in connection with the Acquisition.

Q: What constitutes a quorum at the Civeo special meeting?

A: The presence of shareholders, in person or by proxy, holding at least a majority of the outstanding Common Shares will be required to establish a quorum. The shareholders present in person or by proxy at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Abstentions will be counted as present for purposes of determining whether there is a quorum.

Q: Who can vote at the special meeting?

A: We have fixed [    ] as the record date for the special meeting. Civeo has one outstanding class of Common Shares that entitles holders to vote at meetings of Civeo’s shareholders. If you were a shareholder of Civeo as of the close of business, U.S. Eastern time, on such date, you are entitled to vote on matters that come before the special meeting.

Q: How many votes do I have?

A: You are entitled to one vote for each share you owned as of the close of business on the record date. As of the close of business on the record date, there were [    ] Common Shares outstanding.

Q: Can I change my vote?

A: Yes. You can change your vote at any time before your proxy is voted at the special meeting. In addition to revocation in any other manner permitted by law, you can revoke your proxy in one of the following ways:

Your attendance at the special meeting will not itself revoke your proxy.

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If you have instructed a broker to vote your shares, you must follow the procedure by your broker to change those instructions.

Q: What will happen if I fail to vote or I abstain from voting?

A: If you are a shareholder of Civeo and (1) are not present in person at the special meeting and do not respond by proxy, or (2) fail to instruct your broker, bank or other nominee to vote, this will have no effect on the share issuance proposal. If you are present in person at the special meeting and abstain from voting or mark your proxy or voting instructions to abstain, this will have the same effect as votes against the share issuance proposal.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you are a holder of record of shares of Civeo and sign and return your proxy card without indicating how to vote on the share issuance proposal, the shares of Civeo represented by your proxy will be voted “FOR” the proposal.

Q: How can I find out the results of the special meeting?

A: Preliminary voting results will be announced at the special meeting. Final voting results of the special meeting will be filed on the SEC’s website at www.sec.gov.

Q: What will happen to my Common Shares in the Acquisition?

A: Nothing. Each currently outstanding Common Share held by you will remain outstanding as a Common Share after the Acquisition and will continue to be listed on the New York Stock Exchange (the “NYSE”).

Q: Who is soliciting my proxy?

A: Proxies are being solicited by the Civeo Board for use at the special meeting and any adjournment or postponement thereof.

Q: Who is paying for the cost of this proxy solicitation?

A: We are paying the costs of soliciting proxies. Upon request, we will reimburse brokers, banks, trusts and other nominees for reasonable expenses incurred by them in forwarding the proxy materials to beneficial owners of our shares.

In addition to soliciting proxies by mail, the Civeo Board, our officers and employees, or our transfer agent, may solicit proxies on our behalf, personally or by telephone, and we have engaged a proxy solicitor to solicit proxies on our behalf by telephone and by other means. We expect the cost of Okapi Partners LLC, our proxy solicitor, to be approximately $10,000. Computershare, our transfer agent, will serve as the inspector of election for the special meeting.

Q: What consideration is Civeo paying for Noralta in the Acquisition?

A: As further described in this proxy statement, the consideration for the Acquisition payable at closing will be an amount equal to (i) C$209,500,000 in cash, subject to customary adjustments for Noralta’s working capital, debt, cash and unpaid transaction expenses at closing, of which C$28,500,000 will be held in escrow by Alliance Trust Company (the “Escrow Agent”) to support the sellers’ indemnification obligations under the Purchase Agreement, (ii) 32,790,868 Common Shares, of which 13,491,100 shares will be held in escrow by the Escrow Agent and released in three equal installments from escrow upon the satisfaction of certain conditions related to a customer contract remaining in place in June 2021, June 2022 and June 2023, and (iii) 9,679 Preferred Shares with an initial liquidation preference of US$96,790,000.

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Q: Will the sellers be able to trade the Common Shares that they receive in the Acquisition?

A: At the closing of the Acquisition, Civeo will enter into the Registration Rights Agreement with the Torgerson Family Trust (the “Torgerson Trust”) and 989677 Alberta Ltd (“989677”), under which, for a period of 18 months following the closing, the Torgerson Trust and 989677 will agree not to transfer any of the Common Shares they receive in the Acquisition without the prior written consent of Civeo, with certain limited exceptions for permitted transfers. Following such 18-month period, the Torgerson Trust and 989677 will be permitted to transfer their Common Shares under Rule 144 or an effective registration statement under the U.S. Securities Act of 1933, as amended, subject to a limitation restricting transfers during any 90-day period of more than 10% of the Common Shares (including the Common Shares received upon conversion of the Preferred Shares) received by the Torgerson Trust and 989677 in the Acquisition. The transfer restrictions on shares held by the Torgerson Trust and 989677 terminate at such time as the shares beneficially owned by the Torgerson Trust and 989677 no longer constitute at least 5% of the Common Shares then outstanding (calculated assuming conversion of all of the outstanding Preferred Shares) or upon a bankruptcy or change of control of Civeo.

Q: Who can help answer my questions?

A: If you would like additional copies, without charge, of this proxy statement or if you have questions about the special meeting, including the procedures for voting your Common Shares, please direct your request to Okapi Partners LLC at 1212 Avenue of the Americas, 24^th Floor, New York, NY 10036 or (877) 629-6355.

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RISK FACTORS

In addition to the other information contained or incorporated by reference into this proxy statement, including the matters addressed in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements,” shareholders should carefully consider the risks described below relating to the Acquisition and Civeo following the Acquisition. The risks and uncertainties described below are not the only ones Civeo faces. Additional risks and uncertainties not presently known to Civeo or that Civeo currently considers immaterial may also impair Civeo’s operations. If any of the following risks actually occur, Civeo’s business, financial conditions and/or results of operations could be materially adversely affected, the trading price of the Common Shares could decline and a shareholder could lose all or part of his or her investment.

Risks Related to the Proposed Acquisition

There is no assurance when or even if the Acquisition will be completed. Failure to obtain required approvals necessary to satisfy closing conditions may delay or prevent completion of the Acquisition.

The completion of the Acquisition is subject to a number of closing conditions, some of which are out of Civeo’s control, including the following:

For a more complete summary of the conditions that must be satisfied or waived prior to closing of the Acquisition, see the section entitled “The Purchase Agreement – Conditions Precedent to the Acquisition.”

Civeo cannot be certain that its shareholders will approve the share issuance proposal. Civeo also cannot be certain when it and Noralta will be able to satisfy the other closing conditions or whether those closing conditions will be satisfied. If any of these conditions are not satisfied or waived prior to May 31, 2018, it is possible that the Purchase Agreement may be terminated. Although Civeo and Noralta have agreed in the Purchase Agreement to use commercially reasonable efforts, subject to certain limitations, to complete the Acquisition as promptly as possible, these and other conditions to the completion of the Acquisition may fail to be satisfied.

Current Civeo shareholders will have a reduced ownership and voting interest in Civeo after the Acquisition and will exercise less influence over management.

Pursuant to the terms of the Purchase Agreement, at the closing of the Acquisition, Civeo will acquire, directly or indirectly, all of the issued and outstanding shares of Noralta. The consideration for the Acquisition payable at closing will include 32,790,868 Common Shares and 9,679 Preferred Shares, initially convertible into 29,330,303 Common Shares. After closing of the Acquisition, assuming all shares are released from escrow, current Civeo shareholders will own approximately [    ]% of the outstanding Common Shares and former Noralta shareholders will own approximately [    ]% of the outstanding Common Shares, in each case on an as converted and fully diluted basis. Accordingly, the issuance of Civeo shares to Noralta shareholders in the Acquisition will reduce the relative voting power of current Civeo shareholders. Consequently, Civeo shareholders as a group will have less influence over the management and policies of Civeo after the Acquisition than prior to the Acquisition. Civeo shareholders’ voting power, and therefore influence over the management and policies of Civeo, could further decrease if any Preferred Shares are converted to Common Shares.

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Noralta shareholders may receive consideration in the Acquisition that is greater than or less than the fair market value of the Noralta shares.

The outstanding share capital of Noralta is privately held and is not traded in any public market. The lack of a public market makes it difficult to determine the fair market value of Noralta shares. Since the consideration to be issued to Noralta shareholders was determined based on negotiations between the parties, it is possible that the value of the consideration to be given to Noralta shareholders in connection with the Acquisition will be greater than the fair market value of Noralta shares.

Because the Acquisition will be completed after the date of the Civeo special meeting, at the time of the special meeting, you may not know the exact value of the Civeo shares that the Noralta shareholders will receive upon completion of the Acquisition.

The number of Civeo shares to be issued in the Acquisition is fixed and will not be adjusted for changes in Civeo’s share price. Changes in the price of the Common Shares before the closing of the Acquisition will affect the market value of the consideration that Noralta shareholders will receive at the closing. The price of the Common Shares at the closing of the Acquisition may vary from its price on the date the Purchase Agreement was executed, on the date of this proxy statement and on the date of the special meeting. As a result, the value represented by the Civeo shares to be issued, and therefore the total amount of the consideration to be paid, will also vary. These variations could result from changes in the business, operations or prospects of Civeo before or following the Acquisition, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Civeo or Noralta. The Acquisition may be completed significantly after the date of the Civeo special meeting. Therefore, at the time of the special meeting, Civeo shareholders will not know with certainty the value of the Civeo shares that will be issued upon closing of the Acquisition.

The pendency of the Acquisition could have an adverse effect on the trading price of the Common Shares and the business, financial condition, results of operations or business prospects for Civeo and/or Noralta.

The pendency of the Acquisition could disrupt Civeo’s or Noralta’s businesses in the following ways, including:

Should they occur, any of these matters could adversely affect the trading price of the Common Shares or harm the financial condition, results of operations or business prospects of Civeo and/or Noralta.

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The rights of holders of the Common Shares will be subordinate to the rights of the holders of the Preferred Shares.

The holders of the Preferred Shares issued in the Acquisition will have rights and preferences superior to those of the holders of the Common Shares. These rights are more fully set forth in the proposed amendment to the Articles attached as Annex C to this proxy statement, and include, among others:

The Acquisition may be completed even though material adverse changes subsequent to the announcement of the Acquisition, such as industry-wide changes or other events, may occur.

In general, either party can refuse to complete the Acquisition if there is a material adverse change affecting the other party. However, some types of changes do not permit either party to refuse to complete the Acquisition, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of Noralta’s or Civeo’s financial condition or results of operations due to a decrease in commodity prices or general economic conditions would not give the other party the right to refuse to complete the Acquisition. If adverse changes occur that affect either party but the parties are still required to complete the Acquisition, Civeo’s share price, business and financial results after the Acquisition may suffer.

Failure to complete the Acquisition could negatively impact Civeo’s share price and future business and financial results.

If the Acquisition is not completed, the ongoing business of Civeo may be adversely affected, and Civeo may be subject to several risks, including the following:

Civeo has incurred and will continue to incur significant transaction costs in connection with the Acquisition.

Civeo expects to incur a number of non-recurring transaction-related costs associated with completing the Acquisition, combining the operations of the two organizations and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to financial, legal and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of the businesses of Civeo and Noralta. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time.

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Civeo’s financial estimates are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the section “The Acquisition – Unaudited Financial Projections of Civeo” were based on assumptions of, and information available to, Civeo’s management when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond Civeo’s control and may not be realized. Many factors mentioned in this proxy statement, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining Civeo’s future results. As a result of these contingencies, actual future results may vary materially from Civeo’s estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

Civeo’s financial estimates were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Civeo undertakes no obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The financial estimates included in this proxy statement have been prepared by, and are the responsibility of, Civeo. Moreover, neither Civeo’s independent accountants, nor any other independent accountants, have compiled, examined or performed any procedures with respect to Civeo’s prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, Civeo’s prospective financial information. The reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement and should not be read to do so. See “The Acquisition – Unaudited Financial Projections of Civeo” for more information.

The opinion obtained by the Civeo Board from Lazard does not and will not reflect changes in circumstances after the date of such opinion.

On November 26, 2017, Lazard delivered an opinion to the Civeo Board that, as of the date of such opinion, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the consideration payable in the Acquisition was fair, from a financial point of view, to Civeo. Changes in the operations and prospects of Civeo or Noralta, general market and economic conditions and other factors that may be beyond the control of Civeo and Noralta, and on which the opinion of Lazard was based, may alter the value of Civeo or Noralta or the price of Common Shares by the time the Acquisition is completed. Civeo has not obtained, and does not expect to request, an updated opinion from Lazard. Lazard’s opinion does not speak to the time when the Acquisition will be completed or to any date other than the date of such opinion. As a result, the opinion does not and will not address the fairness, from a financial point of view, of the consideration to be paid by Civeo in the Acquisition pursuant to the Purchase Agreement at the time the Acquisition is completed or at any time other than November 26, 2017. For a more complete description of the opinion that the Civeo Board received from its financial advisor and a summary of the material financial analyses it provided to the Civeo Board in connection with rendering such opinion, please refer to “The Acquisition – Opinion of Civeo’s Financial Advisor” and the full text of such written opinion included as Annex D to this proxy statement.

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Risks Related to Civeo Following the Acquisition

The pro forma financial statements included in this proxy statement are based on various assumptions that may not prove to be correct, and they are presented for illustrative purposes only and may not be an indication of Civeo’s financial condition or results of operations following the Acquisition.

The pro forma financial statements contained in this proxy statement are based on various adjustments, assumptions and preliminary estimates and may not be an indication of Civeo’s financial condition or results of operations following the Acquisition for several reasons. See “Unaudited Pro Forma Combined Financial Data.” The actual financial condition and results of operations of Civeo following the Acquisition may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect Civeo’s financial condition or results of operations following the Acquisition. Any potential decline in Civeo’s financial condition or results of operations may cause significant variations in the price of the Common Shares.

The failure to integrate successfully the businesses of Civeo and Noralta in the expected timeframe would adversely affect Civeo’s future results following the completion of the Acquisition.

The success of the Acquisition will depend, in large part, on the ability of Civeo following the completion of the Acquisition to realize the anticipated benefits, including operating synergies, from combining the businesses of Civeo and Noralta, which have previously been operated independently. To realize these anticipated benefits, Civeo must successfully integrate Noralta into Civeo’s business. This integration will be complex and time-consuming, and Civeo and Noralta will only be able to conduct limited planning regarding the integration of the two companies prior to completion of the Acquisition. Significant management attention and resources will be required to integrate the two companies. Delays in this process could adversely affect Civeo’s business, financial results, financial condition and share price following the Acquisition.

Potential difficulties that may be encountered in the integration process include the following:

Even if Civeo was able to integrate the business operations successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies and operational efficiencies that may be possible from this integration and that these benefits will be achieved within a reasonable period of time.

The trading price of the Common Shares after the Acquisition may be affected by factors different from those affecting the price of the Common Shares before the Acquisition.

The results of operations of Civeo, as well as the trading price of the Common Shares, after the Acquisition may be affected by factors different from those currently affecting Civeo’s results of operations and the trading price of the Common Shares. These factors include:

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Accordingly, the historical trading prices and financial results of Civeo may not be indicative of future trading prices of the Common Shares after the Acquisition.

Civeo’s future results will suffer if it does not effectively manage its expanded operations following the Acquisition.

Following the Acquisition, the size of Civeo’s business will be larger than its current business. Civeo’s future success depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for Civeo’s management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. Civeo can offer no assurance that it will be successful or will realize the benefits currently anticipated to result from the Acquisition.

The loss of key personnel could have a material adverse effect on Civeo’s business, financial condition or results of operations.

The success of the Acquisition will depend in part on Civeo’s ability to retain key Civeo and Noralta employees who continue employment with Civeo after the Acquisition is completed. It is possible that these employees might decide not to remain with Civeo after the Acquisition.

If these key employees terminate their employment, Civeo’s activities might be adversely affected, management’s attention might be diverted from successfully integrating Noralta’s operations to recruiting suitable replacements and Civeo’s business, financial condition or results of operations could be adversely affected. In addition, Civeo might not be able to locate suitable replacements for any such key employees who leave the company or offer employment to potential replacements on reasonable terms.

Civeo’s success will also depend on pre-existing relationships with third parties, which relationships may be affected by the Acquisition. Any adverse changes in these relationships could adversely affect Civeo’s business, financial condition or results of operations.

Civeo’s success will be dependent on the ability to maintain and renew relationships with pre-existing third parties, including local Aboriginal groups. For example, Noralta currently has two significant contracts for the provision of accommodation services. One of such contracts extends through April 2022, and the second contract has a primary term through 2027, with early termination by the customer permitted starting in 2021. Following the Acquisition, Civeo will be subject to the risks, among others, of early termination of the contracts, failure to extend the contracts beyond their primary term and a decrease in demand under the contracts below Civeo’s expectations. In addition, the revenue Civeo will derive under the contracts following the Acquisition will be variable and depend on the utilization by the customers of Civeo’s services under the contracts and other factors that are beyond Civeo’s control. There can be no assurance that Civeo’s business will be able to maintain these contracts or other pre-existing business and other relationships, including with local Aboriginal groups, or enter into or maintain other new business relationships, on acceptable terms, if at all. The failure to maintain these contracts and other important pre-existing third party relationships could have a material adverse effect on the business, financial condition or results of operations of Civeo after the Acquisition.

Other Risks Related to the Combined Company

In addition to the foregoing risks, Civeo is, and will continue to be, subject to the risks described in Civeo’s most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. All such reports are or will be filed with the SEC and are incorporated by reference into this proxy statement. See the section entitled “Additional Information.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, including information included or incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can typically identify forward-looking statements by the use of forward-looking words such as “expect,” “anticipate,” “target,” “goal,” “project,” “intend,” “plan,” “believe,” “budget,” “should,” “continue,” “could,” “forecast,” “may,” “might,” “potential,” “strategy,” “will,” “would,” “seek,” “estimate,” or variations of such words and similar expressions, although the absence of any such words or expressions does not mean that a particular statement is not a forward-looking statement. It is important to note that Civeo’s and Noralta’s goals and expectations are not predictions of actual performance. Any statements about the benefits of the Acquisition or projections regarding Civeo’s future financial condition, results of operations and business are also forward-looking statements. Without limiting the generality of the preceding sentence, certain statements contained in the sections entitled “The Acquisition – Background of the Acquisition,” “The Acquisition – Reasons for the Acquisition,” “The Acquisition – Unaudited Financial Projections of Civeo” and “The Acquisition – Opinion of Civeo’s Financial Advisor” may also constitute forward-looking statements.

These forward-looking statements represent Civeo’s and Noralta’s intentions, plans, expectations, assumptions and beliefs about future events, including the completion of the Acquisition, and are subject to risks, uncertainties and other factors. Many of these factors are outside the control of Civeo or Noralta and could cause actual results to differ materially from the results expressed or implied by these forward-looking statements. In addition to the risk factors described in the section of this proxy statement entitled “Risk Factors,” these factors include:

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For any forward-looking statements made in this proxy statement or in any documents incorporated by reference, Civeo claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. All subsequent written and oral forward-looking statements concerning the Acquisition or other matters addressed in this proxy statement and attributable to Civeo, Noralta or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement and should be read in conjunction with the risk factors and other disclosures contained or incorporated by reference into this proxy statement. The areas of risk and uncertainty described above, which are not exhaustive, should be considered in connection with any written or oral forward-looking statements that may be made in this proxy statement or on, before or after the date of this proxy statement by Civeo or Noralta or anyone acting for any or both of them. Except as required by applicable law or regulation, Civeo undertakes no obligation to release publicly or otherwise make any revisions to any forward-looking statements, to report events or circumstances after the date of this proxy statement or to report the occurrence of unanticipated events.

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EXCHANGE RATE INFORMATION

The table below sets forth exchange rate information of C$ per US$1.00 for the time periods indicated. On December 15, 2017, the noon buying rate was $1.00 = C$1.29.

Source: Federal Reserve Bank of New York

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THE CIVEO SPECIAL MEETING

Date, Time and Place

The special meeting of the shareholders of Civeo will be held at [                    ], on [                    ], 2018 at [            ], local time.

Purpose of the Civeo Special Meeting

The purpose of the special meeting is to consider and vote on the share issuance proposal. Under NYSE rules, a company listed on the NYSE is required to obtain shareholder approval before the issuance of common shares, or of securities convertible into or exercisable for common shares, in connection with the acquisition of another company if the number of common shares to be issued is, or will be upon issuance, equal to or exceeds 20% of the number of common shares outstanding before such issuance in connection with such proposed acquisition.

The aggregate number of Common Shares, and Preferred Shares convertible into Common Shares, to be issued in connection with the Acquisition will exceed 20% of the Common Shares outstanding before such issuance. For this reason, Civeo must obtain the approval of Civeo shareholders, in accordance with NYSE rules, for the issuance of the Common Shares and the Preferred Shares in the Acquisition. Accordingly, Civeo is asking its shareholders to approve the share issuance proposal.

As of the date of this proxy statement, the Civeo Board does not know of any business to be presented at the special meeting other than as set forth in the notice accompanying this proxy statement. If any other matters should properly come before the special meeting, or any adjournment or postponement of the special meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the best judgment of the person(s) voting the proxies, pursuant to the discretionary authority granted to such person(s).

Recommendations of the Civeo Board

After careful consideration, the Civeo Board has unanimously determined that the Purchase Agreement and the transactions contemplated thereby, including the Acquisition, are advisable and in the best interests of Civeo and its shareholders. The Civeo Board unanimously recommends that Civeo shareholders vote “FOR” the share issuance proposal at the special meeting.

Record Date, Quorum, Voting Requirements and Outstanding Shares

The record date for determining persons entitled to receive notice of and vote at the special meeting is [            ]. Only shareholders as of the close of business on the record date are entitled to receive notice of and vote at the special meeting, or any adjournment or postponement thereof, in the manner and subject to the procedures described in this proxy statement. The presence of shareholders, in person or by proxy, holding at least a majority of the outstanding Common Shares will be required to establish a quorum. The shareholders present in person or by proxy at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Abstentions will be counted as present for purposes of determining whether there is a quorum.

The affirmative vote of the holders of a majority of the Common Shares present in person or represented by proxy and entitled to vote at the special meeting, assuming a quorum is present, is required for the approval of the share issuance proposal. Votes cast by proxy or in person at the special meeting will be tabulated by the election inspectors appointed for the special meeting and who will determine whether a quorum is present. The election inspectors will treat abstentions as shares that are present for purposes of determining the presence of a

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quorum. Broker non-votes (i.e., shares held by a broker or nominee that are represented at the special meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal and does not have discretionary voting power) will not be considered present for quorum purposes and will not be entitled to vote on the share issuance proposal. Abstentions will be counted towards the tabulations of votes cast on the share issuance proposal and will have the same effect as negative votes, whereas broker non-votes will not be counted for purposes of determining whether the proposal has been approved and will not have the effect of negative votes.

At the close of business on the record date, [            ] Common Shares were issued and outstanding.

Each shareholder is entitled to one vote per Common Share held on all matters to come before the special meeting. Common Shares are the only securities of Civeo which will have voting rights at the special meeting.

Voting by Civeo’s Directors and Executive Officers

As of the close of business on the record date for the special meeting, directors and executive officers of Civeo and their affiliates were entitled to vote [            ] Common Shares, or approximately [    ]% of the Common Shares outstanding. Civeo currently expects that Civeo’s directors and executive officers will vote their shares in favor of the share issuance proposal, although none of them has entered into any agreement obligating them to do so.

Voting by Proxy

Registered shareholders of Civeo as of the close of business on the record date for the special meeting may vote in person by attending the special meeting or may authorize a proxy to vote by:

A proxy card is being sent with this proxy statement to each shareholder of record as of the record date for the special meeting.

For shares held in “street name” through a stock brokerage account or through a bank or other nominee, holders should follow the voting instructions provided by the broker, bank or other nominee.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Civeo shareholder can revoke its proxy in one of the following ways:

Attendance at the special meeting will not itself revoke a shareholder’s proxy.

If a Civeo shareholder has instructed its broker to vote its shares, such shareholder must follow the broker’s procedure to change those instructions.

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Solicitation of Proxies

Proxies are being solicited by the Civeo Board for use at the special meeting and any adjournment or postponement thereof. Civeo is paying the costs of soliciting proxies. Upon request, Civeo will reimburse brokers, banks, trusts and other nominees for reasonable expenses incurred by them in forwarding the proxy materials to beneficial owners of Common Shares.

In addition to soliciting proxies by mail, the Civeo Board, Civeo’s officers and employees, or its transfer agent, may solicit proxies on Civeo’s behalf, personally or by telephone, and Civeo has engaged a proxy solicitor to solicit proxies on its behalf by telephone and by other means. Civeo expects the cost of Okapi Partners LLC, its proxy solicitor, to be approximately $10,000. Computershare, Civeo’s transfer agent, will serve as the inspector of election for the special meeting.

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THE ACQUISITION

This section and the section entitled “The Purchase Agreement” describe the background of the Acquisition, including the Purchase Agreement. While Civeo believes that these sections cover the material terms of the Acquisition and the Purchase Agreement, they may not contain all of the information that is important to you. For a more complete understanding of the Acquisition and the Purchase Agreement, you should read carefully this entire proxy statement, including the attached Annexes, and the other documents to which you are referred herein. See the section entitled “Additional Information.”

Background of the Acquisition

The senior management of Civeo and the Civeo Board regularly review strategic opportunities to maximize shareholder value and further Civeo’s strategic and operational objectives.

On May 29, 2017, a representative of Sequeira Partners, Inc. (“Sequeira”), financial advisor to Noralta, contacted Bradley J. Dodson, Civeo’s Chief Executive Officer, to advise Civeo that Noralta was exploring a possible sale and had engaged Sequeira in connection with its sale process. On June 8, 2017, Noralta delivered a signed nondisclosure agreement to Civeo, which agreement was accepted and agreed by Civeo on June 13, 2017. Following its execution, Noralta began to exchange non-public information with Civeo, and the parties conducted due diligence through the signing of the definitive transaction documents on November 26, 2017.

On June 14, 2017, members of Noralta management and representatives of Sequeira met with members of Civeo management in Denver, Colorado, to introduce Noralta’s business and discuss Noralta’s anticipated sale process.

On June 19, 2017, Civeo engaged Bennett Jones LLP (“Bennett Jones”) to assist Civeo as Canadian counsel in connection with Civeo’s proposed acquisition of Noralta.

On July 20, 2017, members of Civeo management and representatives of Lazard, financial advisor to Civeo, met with members of Noralta management and representatives of Sequeira in Houston, Texas. At the meeting, the participants discussed, among other things, Noralta’s management team, company history, lodge overview, operating model and financial performance, and the merits of an acquisition of Noralta by Civeo, including potential synergies.

On July 31, 2017, the members of the Finance & Investment Committee of the Civeo Board, comprised of C. Ronald Blankenship, Martin A. Lambert and Timothy Wall, held a meeting of the Finance & Investment Committee at which Richard A. Navarre, Constance B. Moore and Charles Szalkowski, who are members of the Civeo Board, members of Civeo management, and representatives of Lazard also were present. At the meeting, Civeo management discussed the proposed acquisition of Noralta by Civeo, and Civeo management and representatives of Lazard discussed the current status of the proposed acquisition. After discussion, the members of the Finance & Investment Committee determined that Civeo should deliver a non-binding indication of interest to Noralta.

On August 2, 2017, Civeo contacted Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), regular outside counsel to Civeo, to assist Civeo in connection with Civeo’s proposed acquisition of Noralta.

On August 4, 2017, Civeo delivered an initial non-binding indication of interest to Sequeira. The indication of interest included preliminary terms for Civeo’s proposed acquisition of Noralta, including total consideration in the range of C$350 million to C$400 million on a cash-free, debt-free basis. The indication of interest provided that the consideration would be paid in a combination of Common Shares and cash. The indication of interest also provided that Lance Torgerson, the Chairman of Noralta, or an individual nominated by him who is reasonably acceptable to Civeo, would be offered a Class 1 board seat on the Civeo Board.

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On August 11, 2017, representatives of Sequeira, on behalf of Noralta, delivered to Civeo a revised proposal for the proposed acquisition, which included a purchase price of C$480 million, payable C$87.5 million in Common Shares, C$117.5 million in convertible notes or convertible preferred shares of Civeo, and C$275 million in cash.

On August 22, 2017, the Civeo Board convened a regular meeting to discuss the potential acquisition of Noralta and to receive updates on various other matters. Members of Civeo management and representatives of Lazard also participated in the meeting. Representatives of Lazard updated the Civeo Board regarding the discussions between Civeo and Noralta, including the August 11^th proposal from Noralta. After discussion, the Civeo Board requested management to prepare a term sheet for the Civeo Board to review in connection with submitting a counteroffer to Noralta’s August 11^th proposal. Civeo management subsequently provided the Civeo Board with a draft of the proposed second non-binding indication of interest for its review, which the Civeo Board determined should be sent to Sequeira.

On August 25, 2017, Civeo delivered a second non-binding indication of interest to Sequeira. The second indication of interest included revised preliminary terms for Civeo’s proposed acquisition of Noralta, including total consideration of C$415 million on a cash-free, debt-free basis. The second indication of interest provided that the consideration would be paid in C$87.5 million of Common Shares, C$118.0 million of convertible preferred shares of Civeo and C$209.5 million of cash. The second indication of interest included an exclusivity agreement pursuant to which Noralta would agree to exclusively negotiate with Civeo regarding a potential acquisition until November 30, 2017. The second indication of interest continued to include a Class 1 board seat for Mr. Torgerson or his nominee.

On August 28, 2017, representatives of Sequeira, on behalf of Noralta, responded to the second indication of interest. The revised proposal from Sequeira included a proposed purchase price of C$425 million, payable C$92.5 million in Common Shares, C$118.0 million in convertible preferred shares of Civeo, and C$214.5 million in cash. The revised proposal further included a request that the sellers be permitted to designate two members of the Civeo Board.

On August 30, 2017, Civeo delivered a third non-binding indication of interest to Sequeira. The third indication of interest included revised terms for Civeo’s proposed acquisition of Noralta, including total consideration of C$420 million on a cash-free, debt-free basis. The third indication of interest provided that the consideration would be paid in C$87.5 million of Common Shares, C$123.0 million of convertible preferred shares of Civeo and C$209.5 million of cash. The third indication of interest continued to include a Class 1 board seat for Mr. Torgerson or his nominee. The indication of interest reiterated the need for an exclusive negotiating period between Civeo and Noralta extending until November 30, 2017. On September 1, 2017, Corey Smith, Noralta’s President and Chief Executive Officer, executed the third indication of interest, agreeing to exclusively negotiate with Civeo until November 30, 2017.

On September 13, 2017, members of Civeo management met with members of Noralta management and representatives of Sequeira in Edmonton, Alberta, to discuss the financial and other disclosures regarding Noralta that would be required to be included in Civeo’s filings with the SEC, including a proxy statement of Civeo, in the event the parties decided to proceed with the proposed acquisition. The parties had meetings scheduled weekly to discuss progress on these disclosure matters.

On October 3, 2017, Noralta and Civeo entered into a mutual nondisclosure agreement. Following its execution, Civeo began to exchange non-public information with Noralta as part of the ongoing due diligence process.

On October 4, 2017, Bennett Jones, at the direction of Civeo, sent the initial draft of the Purchase Agreement to representatives of Dentons Canada LLP (“Dentons Canada”), Canadian counsel to Noralta.

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On October 6, 2017, Civeo and Lazard entered into an engagement letter formalizing the terms of Lazard’s engagement as Civeo’s financial advisor with respect to the proposed acquisition of Noralta.

On October 11, 2017, Civeo sent to Noralta the initial draft of the Registration Rights Agreement and a proposed amendment to Civeo’s Articles establishing the terms of the convertible preferred shares of Civeo to be issued in connection with the proposed acquisition.

On October 12, 2017, representatives of Dentons Canada sent a revised draft of the Purchase Agreement to representatives of Bennett Jones. The revised draft, among other things, modified the indemnification provisions, including the limitations on the sellers’ indemnification obligations, reduced the size of the escrow, and modified the purchase price adjustment mechanics.

Also on October 12, 2017, members of Civeo and Noralta management met with representatives of the Fort McKay First Nation, Noralta’s partner in its Dene Koe joint venture, to discuss the proposed acquisition and the potential impact of the proposed acquisition on the joint venture.

On October 20, 2017, members of Civeo management met with members of Noralta management in Calgary, Alberta to negotiate the terms of the Purchase Agreement and the Registration Rights Agreement. Following the meeting, Civeo instructed representatives of Gibson Dunn and Bennett Jones to revise the transaction documents to reflect the discussions between Civeo and Noralta.

From October 23, 2017 to November 26, 2017, Bennett Jones and Gibson Dunn, on behalf of Civeo, and Dentons Canada and Dentons US LLP (collectively, “Dentons”), U.S. counsel to Noralta, on behalf of Noralta, engaged in a number of conversations regarding, and exchanged drafts of, the transaction agreements, including the Purchase Agreement, the schedules and exhibits to the Purchase Agreement, the Registration Rights Agreement and the terms of the convertible preferred shares of Civeo to be issued in the proposed acquisition.

On October 25, 2017, the Civeo Board convened a regular meeting to discuss the potential acquisition of Noralta and to receive updates on various other matters. Members of Civeo management and representatives of Gibson Dunn, Bennett Jones and Lazard also were present at the meeting. Members of Civeo management updated the Civeo Board on the status of discussions with Noralta regarding the proposed acquisition. Representatives of Bennett Jones discussed the regulatory approvals that would be required in connection with the proposed acquisition, and representatives of Gibson Dunn discussed the filings that Civeo would be required to make with the SEC in connection with the proposed acquisition.

On November 6, 2017, members of Civeo management, members of Noralta management, and representatives of Bennett Jones, Gibson Dunn, Dentons, Sequeira and Lazard held a telephonic meeting to discuss outstanding items in the Purchase Agreement, including, among other things, the limitations on the sellers’ obligation to indemnify Civeo. Civeo management, Noralta management and representatives of Sequeira had a subsequent telephonic meeting on November 7, 2017 to further discuss the proposed limitations on the sellers’ indemnification obligations, including the potential for Civeo to purchase a representation and warranty insurance policy and the scope of such coverage. At the meeting, members of Civeo management requested that the sellers bear the cost of any such insurance policy.

On November 9, 2017, members of the Civeo Board and Civeo management met with members of Noralta management and Lance Torgerson in Denver, Colorado. The parties discussed, among other things, Noralta’s material contracts and operations, including Noralta’s existing joint ventures, and the communications strategy for announcing the proposed acquisition if definitive transaction agreements were signed. In addition, the parties discussed the ability of the sellers to designate a member of the Civeo Board, and Mr. Torgerson indicated that he did not intend to seek a board seat but intended to designate a nominee for consideration.

On November 13, 2017, the Civeo Board convened a special meeting to discuss the potential acquisition of Noralta and to receive updates on various other matters. Members of Civeo management and representatives of

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Lazard also were present at the meeting. Members of Civeo management updated the board on the status of the proposed acquisition and reviewed a summary of the key transaction terms, the status of the transaction documentation, and Civeo’s ongoing due diligence process, including due diligence related to Noralta’s material contracts. A question and answer session followed, during which the Civeo Board discussed the matters presented and asked questions of Civeo management and representatives of Lazard regarding the proposed acquisition. Following discussion, the Civeo Board instructed management to propose having a portion of the consideration payable in the proposed acquisition contingent upon the continuity of a specified material contract of Noralta to address the risk associated with potential early termination of that contract.

On November 14, 2017, members of Civeo management and representatives of Sequeira held a telephonic meeting to discuss Civeo’s proposal regarding contingent consideration.

On November 17, 2017, members of Civeo and Noralta management and representatives of Gibson Dunn and Dentons held a telephonic meeting to discuss outstanding items in the Registration Rights Agreement, including, among other things, the addition of further restrictions on Civeo’s ability to grant registration rights that are inconsistent with those set forth in the Registration Rights Agreement.

On November 20, 2017, members of Civeo and Noralta management met with representatives of certain customers of Noralta to discuss the proposed acquisition.

On November 21, 2017, the Civeo Board held a telephonic meeting at which members of Civeo management and representatives of Gibson Dunn, Bennett Jones and Lazard also were present. Civeo management reviewed the strategic rationale for the proposed acquisition, discussed the status of due diligence and the transaction documents, and described the key financial considerations associated with the indemnification provisions of the Purchase Agreement and the related representation and warranty insurance policy to be obtained by Civeo. Civeo management also described the November 20^th meetings with certain Noralta customers to discuss the proposed acquisition. Representatives of Lazard provided the Civeo Board with financial and market perspectives regarding the proposed acquisition, including valuation considerations surrounding the convertible preferred shares to be issued in the proposed acquisition, and described its preliminary financial analyses regarding the consideration expected to be paid by Civeo in the proposed acquisition. Throughout the discussion, members of Civeo management and representatives of Lazard answered questions from the members of the Civeo Board.

On November 26, 2017, the Civeo Board held a telephonic meeting at which members of management and representatives of Gibson Dunn, Bennett Jones and Lazard also were present. Members of Civeo management reviewed with the Civeo Board the financial terms of the Acquisition, including the principal benefits of the Acquisition and the terms of the non-competition agreements to be entered into with Noralta’s shareholders and management. Representatives of Lazard provided the Civeo Board with updated financial and market perspectives regarding the Acquisition, including an update to the valuation of the Preferred Shares to reflect discussions with the Civeo Board at the November 21^st board meeting. Representatives of Lazard then presented Lazard’s financial analyses regarding the consideration to be paid by Civeo in the Acquisition and delivered its oral opinion to the Civeo Board, which was confirmed by delivery of a written opinion dated November 26, 2017, that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the consideration to be paid by Civeo for the Acquisition was fair, from a financial point of view, to Civeo. Representatives of Bennett Jones and Gibson Dunn then reviewed the key terms of the Purchase Agreement, the Registration Rights Agreement and the amendment to Civeo’s Articles to establish the terms of the Preferred Shares. Following those presentations and discussions, the Civeo Board unanimously determined that it was advisable and in the best interests of Civeo and its shareholders to enter into the Purchase Agreement and the transactions contemplated by the Purchase Agreement, and the Civeo Board unanimously approved the Acquisition and the Purchase Agreement and recommended that Civeo’s shareholders approve the issuance of Common Shares and Preferred Shares in connection with the Acquisition.

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Later on November 26, 2017, the Purchase Agreement was finalized and was executed and delivered by Civeo and the other parties thereto. During the remainder of the day, representatives of Civeo and Noralta discussed communications to be made in connection with the announcement of the Acquisition. The execution of the Purchase Agreement was publicly announced on the morning of November 27, 2017.

Reasons for the Acquisition

By vote at a meeting held on November 26, 2017, the Civeo Board unanimously determined that the Purchase Agreement and the transactions contemplated thereby, including the Acquisition, are advisable and in the best interests of Civeo and its shareholders. The Civeo Board unanimously recommends that Civeo shareholders vote “FOR” the share issuance proposal at the special meeting.

In evaluating the Acquisition and the Purchase Agreement, the Civeo Board consulted with Civeo’s management and financial and legal advisors and, in reaching its decision to approve the Acquisition and enter into the Purchase Agreement, the Civeo Board considered a number of factors, including the following material factors which the Civeo Board viewed as generally supporting its decision to approve the Acquisition and the Purchase Agreement:

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In the course of its deliberations, the Civeo Board also considered a variety of risks and other potentially negative factors concerning the Acquisition, including the following:

The foregoing discussion of the information and factors considered by the Civeo Board is not meant to be exhaustive, but includes the material information, factors and analyses considered by the Civeo Board in reaching its conclusions and recommendations in relation to the Acquisition. The members of the Civeo Board evaluated the various factors listed above in light of their knowledge of the business and the financial condition

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and prospects of Civeo, taking into account the advice of Civeo’s financial and legal advisors. In light of the variety of factors and amount of information that the Civeo Board considered, the members of the Civeo Board did not find it practicable to provide a specific assessment of, quantify or otherwise assign any relative weights to, the factors considered in determining their recommendations. Rather, the recommendations of the Civeo Board were made after considering the totality of the information and factors involved. Individual members of the Civeo Board may have ascribed different weight to different factors.

The foregoing discussion of the information and reasons considered by the Civeo Board is forward-looking in nature. This information should be read in light of the reasons described under “Cautionary Statement Regarding Forward-Looking Statements.”

Unaudited Financial Projections of Civeo

Civeo does not as a matter of course publicly disclose forecasts as to future earnings and other financial performance beyond the current fiscal year, due to the unpredictability of the underlying assumptions and estimates. However, in connection with the due diligence review related to the Acquisition, Civeo’s management provided to Lazard, in connection with Lazard’s evaluation of the fairness, from a financial point of view, of the consideration payable in the Acquisition, non-public, internal financial forecasts regarding each of Civeo’s and Noralta’s anticipated future operations for the four fiscal years ending December 31, 2017 through 2020. The Civeo Board considered these internal forecasts for purposes of evaluating the Acquisition, and Civeo has included a summary of these internal forecasts below to give Civeo shareholders and investors access to certain non-public information that was furnished to its financial advisor.

Civeo did not prepare these internal financial forecasts with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or GAAP. Civeo is not including the summary of these internal financial forecasts below to influence your decision whether to vote for the share issuance proposal and these internal forecasts do not give effect to the Acquisition. Neither Ernst & Young LLP (Civeo’s independent accounting firm), PricewaterhouseCoopers LLP (Noralta’s independent accounting firm) nor any other independent accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these financial forecasts and, accordingly, neither Ernst & Young LLP, PricewaterhouseCoopers LLP nor any other independent accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent accounting firm assumes any responsibility for the prospective financial information. The Ernst & Young LLP report incorporated by reference in this proxy statement and the PricewaterhouseCoopers LLP report attached to this proxy statement relate to the historical financial information of Civeo and Noralta, respectively. Those reports do not extend to the financial forecasts and should not be read to do so.

Civeo based these internal financial forecasts on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions) that are inherently subjective and uncertain and are beyond the control of Civeo’s management. Important factors that may affect actual results and cause these internal financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to Civeo’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the “Risk Factors” section of Civeo’s SEC filings incorporated by reference into this proxy statement as well as factors described in the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections of this proxy statement. These internal financial forecasts also reflect assumptions as to certain business assumptions that are subject to change. As a result, actual results may differ materially from those contained in these internal financial forecasts. Accordingly, there can be no assurance that the forecasted results summarized below will be realized.

You should not regard the inclusion of a summary of these internal financial forecasts in this proxy statement as an indication that any of Civeo, Noralta or their respective affiliates, advisors or representatives

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considered these internal financial forecasts to be predictive of actual future events, and these internal financial forecasts should not be relied upon as such. Civeo, Noralta and their respective affiliates, advisors, officers, directors, partners and representatives can give you no assurance that projected results will be achieved and actual results could differ materially. Further, the inclusion of the financial forecasts in this proxy statement does not constitute an admission or representation by Civeo or Noralta that this information is material. Civeo, Noralta and their respective affiliates, advisors, officers, directors, partners and representatives undertake no obligation to update or otherwise revise or reconcile these internal financial forecasts. Civeo, its affiliates, advisors, officers, directors, partners or representatives make no representation regarding Civeo’s ultimate performance compared to the information contained in these internal financial forecasts or that the forecasted results will be achieved. Further, Civeo has made no representation to Noralta, in the Purchase Agreement or otherwise, concerning these internal financial forecasts. Civeo urges all shareholders to review Civeo’s SEC filings for a description of Civeo’s reported financial results.

Prospective financial information regarding Noralta

In connection with Civeo’s consideration of the Acquisition, Civeo management prepared unaudited prospective financial information for Noralta based on Civeo’s assumptions regarding current and prospective market conditions and its due diligence investigation of Noralta. The Civeo management projections of Noralta also reflect Civeo management’s expectations regarding Noralta’s future prospects of occupancy, expected margins and revenue recognition. Although Noralta’s fiscal year ends May 31, the Civeo management projections of Noralta were prepared on the basis of a December 31 fiscal year-end to match Civeo’s fiscal year. The following table presents selected unaudited prospective financial information for Noralta that Civeo management reviewed with the Civeo Board on November 26, 2017 and provided to Lazard for use in the financial analysis prepared by Lazard and summarized below in the section entitled “– Opinion of Civeo’s Financial Advisor” of this proxy statement.

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Prospective financial information regarding Civeo

The following table presents selected unaudited prospective financial information for Civeo that Civeo management reviewed with the Civeo Board on November 26, 2017 and provided to Lazard for use in the financial analysis prepared by Lazard and summarized below in the section entitled “– Opinion of Civeo’s Financial Advisor” of this proxy statement.

Opinion of Civeo’s Financial Advisor

Civeo has retained Lazard to act as its financial advisor in connection with the Acquisition. As part of this engagement, Civeo requested that Lazard evaluate the fairness, from a financial point of view, to Civeo of the consideration payable in the Acquisition. At a meeting of the Civeo Board held to evaluate the Acquisition on November 26, 2017, Lazard rendered an oral opinion to the Civeo Board, subsequently confirmed in writing, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in Lazard’s written opinion, the consideration payable in the Acquisition was fair, from a financial point of view, to Civeo.

The full text of Lazard’s written opinion, dated November 26, 2017, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex D to this proxy statement and is incorporated herein by reference. We encourage you to read Lazard’s opinion carefully and in its entirety.

Lazard’s opinion was provided for the use and benefit of the Civeo Board (in its capacity as such) in its evaluation of the Acquisition, and addressed only the fairness, as of the date of the opinion, from a financial point of view, to Civeo of the consideration payable in the Acquisition. Lazard’s opinion is not intended to and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the share issuance proposal.

Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of Lazard’s opinion. Lazard assumed no

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responsibility for updating or revising its opinion based on circumstances or events occurring after the date of Lazard’s opinion. Lazard’s opinion did not express any opinion as to the price at which Civeo Common Shares or Preferred Shares may trade at any time subsequent to the announcement of the Acquisition. Lazard assumed, with the consent of Civeo, a constant exchange rate of $1.25 CAD/USD for purposes of analyzing the financial projections. Lazard further assumed, with the consent of Civeo, that adjustments (if any) to the consideration payable in the Acquisition will not be material in any respect to its analyses or opinion. Lazard’s opinion does not address the relative merits of the Acquisition as compared to any other transaction or business strategy in which Civeo might engage or the merits of the underlying decision by Civeo to engage in the Acquisition.

In connection with its opinion, Lazard:

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Noralta or Civeo or concerning the solvency or fair value of Noralta or Civeo, and was not furnished with any such valuation or appraisal. At the direction of Civeo, for purposes of its analysis of Noralta, Lazard utilized the financial forecasts provided to Lazard by Civeo relating to the business of Noralta. With respect to the financial forecasts utilized in Lazard’s analyses, including those related to projected synergies and other benefits anticipated by the management of Civeo to be realized from the Acquisition, Lazard assumed, with the consent of Civeo, that they were reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of Noralta and Civeo, respectively, and such synergies and other benefits. In addition, Lazard assumed, with the consent of Civeo, that such financial forecasts and projected synergies and other benefits will be realized in the amounts and

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at the times contemplated thereby. In this regard, Lazard relied upon, with Civeo’s consent, Civeo’s management’s assessment of the ability of Noralta and Civeo to retain in place Noralta’s long-term contracts. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based.

For purposes of its analysis, Lazard assumed that the total consideration to be paid to the sellers by Civeo pursuant to the terms of the Purchase Agreement would consist of the following: (i) $164,856,783 in cash; (ii) 32,790,868 Common Shares (13,491,100 of which will be placed into escrow upon the closing of the Acquisition, to be released in three equal installments in 2021, 2022 and 2023 contingent on the achievement of certain milestones); and (iii) 9,679 Preferred Shares, which, as acknowledged by Civeo, Lazard valued at approximately 57% of face value as of November 26, 2017. In rendering its opinion, Lazard assumed, with the consent of Civeo, that the Acquisition will be consummated on the terms described in the Purchase Agreement and the Registration Rights Agreement, without any waiver or modification of any material terms or conditions. Representatives of Civeo advised Lazard, and Lazard assumed, that the Purchase Agreement and the Registration Rights Agreement, when executed, would conform to the drafts reviewed by Lazard in all material respects. Lazard noted that, pursuant to the Registration Rights Agreement, the significant shareholders of Noralta will be subject to certain limitations with respect to the Common Shares received in the Acquisition, including certain limitations on the ability of such shareholders to transfer their Common Shares or to acquire additional Common Shares, to propose any acquisition of Civeo by such shareholders, or to seek to exercise any control or influence over the management of Civeo or the Civeo Board, as well as a requirement, in respect of any matter on which the shareholders of Civeo are voting, to vote any Common Shares in excess of 15% of the outstanding Common Shares in a manner that is proportionate to the manner in which all other Civeo Common Shares are voted on such matter. With respect to the payment of dividends on the Preferred Shares, Lazard assumed, at the direction of Civeo, that such dividends will be paid by a corresponding increase in the liquidation preference. Lazard was advised that prior (and as a condition) to the closing of the Acquisition, Noralta and its shareholders will effect certain pre-closing restructuring transactions. Lazard assumed, with the consent of Civeo, that the pre-closing restructuring transactions will not have any adverse impact upon the business, results of operations or financial condition of Noralta or the financial forecasts utilized in Lazard’s analyses, including those related to projected synergies and other benefits anticipated by the management of Civeo to be realized from the Acquisition. Lazard also assumed, with the consent of Civeo, that obtaining the necessary governmental, regulatory or third party approvals and consents for the Acquisition will not have an adverse effect on Civeo, Noralta or the Acquisition. Lazard did not express any opinion as to any tax or other consequences that might result from the Acquisition, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Civeo obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the consideration payable in the Acquisition to the extent expressly specified in its opinion) of the Acquisition, including, without limitation, the form or structure of the Acquisition or any agreements or arrangements entered into in connection with, or contemplated by, the Acquisition, including but not limited to any adjustments to the consideration payable in the Acquisition and the terms of the Registration Rights Agreement. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Acquisition, or class of such persons, relative to the consideration payable in the Acquisition or otherwise.

Summary of Lazard’s Financial Analyses

The following is a summary of the material financial analyses reviewed with the Civeo Board in connection with Lazard’s opinion, dated November 26, 2017. The summary of Lazard’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances and, therefore, is not readily susceptible to summary description.

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In arriving at its opinion, Lazard did not draw, in isolation, conclusions from or with regard to any factor or analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Considering selected portions of the analyses and reviews in the summary set forth below, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Lazard’s opinion.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Civeo and Noralta. No company, business or transaction used in Lazard’s analyses and reviews as a comparison is identical to Civeo, Noralta or the Acquisition, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 26, 2017, and is not necessarily indicative of current market conditions.

Noralta Valuation

The following is a brief summary of the material financial and comparative analyses with respect to Noralta which Lazard deemed to be appropriate for this type of transaction and that were performed by Lazard in connection with rendering its opinion. As part of the analysis to consider fairness of the Acquisition, Lazard reviewed several valuation methodologies and metrics to evaluate the purchase price of Noralta’s equity, as follows.

Noralta Selected Comparable Companies Analysis

In performing its selected comparable companies analysis with respect to Noralta, Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data relating to selected comparable publicly-traded accommodation companies with a significant presence in Canada (collectively, the “Noralta selected companies”) whose operations Lazard believed to be similar to the operations of Noralta’s accommodation business for purposes of this analysis. While the Noralta selected companies represent a mix of comparable public companies that encompass the primary business and attributes of Noralta, no company, independently or as part of a set, is identical to Noralta. The Noralta selected companies were as follows:

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For each of the Noralta selected companies, Lazard calculated and compared the ratio of such company’s enterprise value (calculated as the market capitalization of such company based on its closing share price as of November 17, 2017, plus debt, plus noncontrolling interest less cash) to such company’s calendar year 2017, 2018 and 2019 estimated earnings before interest, taxes, depreciation and amortization, referred to as EBITDA, as follows:

The financial information for each of the Noralta selected companies listed above and used by Lazard in its analysis was based on public filings, financial projections for Noralta provided by Civeo management and FactSet consensus estimates.

Based on its review of the Noralta selected companies and its experience and professional judgment Lazard then applied a reference range of multiples to Noralta’s business of 8.5x to 9.5x to estimated calendar year 2017 EBITDA, 6.0x to 8.0x to estimated 2018 EBITDA and 5.5x to 6.5x to estimated 2019 EBITDA, in each case based on financial projections for Noralta provided by Civeo management. Based on the foregoing, Lazard arrived at a range of implied enterprise values for Noralta as follows:

Noralta Discounted Cash Flow Analysis

Lazard performed a discounted cash flow analysis of Noralta to calculate the estimated net present value of  (1) the standalone unlevered, after-tax free cash flows that Noralta was projected to generate in calendar year 2018 through calendar year 2020, based on projections provided by the management of Civeo; and (2) the terminal value for Noralta. The terminal value for Noralta was calculated using terminal EBITDA multiples ranging from 5.5x to 6.5x, which were selected by Lazard using its professional judgment and expertise, utilizing historical and current enterprise value to EBITDA trading multiples calculated for the Noralta selected companies. The range of terminal EBITDA multiples for Noralta was then applied to estimated 2020 EBITDA for Noralta to obtain the terminal value for Noralta. The estimated future cash flow and the terminal value for Noralta were discounted to present value using discount rates ranging from 10.0% to 12.0%, which were based on Noralta’s weighted average cost of capital. Lazard took the sum of the present value ranges for Noralta’s future cash flows and terminal value to calculate a range of implied enterprise values from $300 million to $355 million.

Noralta Selected Precedent Transactions Analysis

Lazard reviewed and analyzed certain publicly available financial information for selected precedent merger and acquisition transactions from 2010 to 2017 involving companies in the accommodations and related services industry that Lazard believed, based on its experience with companies in the accommodations and related services industry, to be relevant for purposes of this analysis.

Although none of the selected precedent transactions or the companies party to such transactions are directly comparable to the Acquisition or to Noralta, the transactions were chosen because they involve targets that, for

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purposes of analysis, may be considered to operate in a similar industry as Noralta. The transactions reviewed were:

Lazard reviewed, among other things, the enterprise value of the target, represented by the implied transaction value of each of the selected transactions, as a multiple of last twelve months (LTM) EBITDA of the target company in such transaction. Financial data of the selected transactions were based on public flings, FactSet and other publicly available information. The overall low to high estimated EBITDA multiples observed for the selected transactions were 3.4x to 5.6x.

Based on its review of the Noralta selected precedent transactions and its experience and professional judgment, Lazard selected reference ranges of 5.0x to 6.0x for enterprise value to LTM EBITDA. Lazard applied such range of multiples to Noralta’s LTM EBITDA of $57 million as of August 31, 2017. Based on the foregoing, Lazard estimated an implied enterprise value range for Noralta, as follows:

Civeo Valuation

Lazard also reviewed certain valuation methodologies and metrics, as summarized below, to evaluate the implied value of the per share stock consideration to be paid by Civeo as part of the Acquisition.

Civeo Comparable Public Companies Analysis

In performing its selected comparable companies analysis with respect to Civeo, Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data relating to selected comparable publicly-traded Canadian accommodation companies (collectively, the “Civeo selected companies”) whose operations Lazard believed to be similar to the operations of Civeo’s accommodation business for purposes of this analysis. While the Civeo selected companies represent a mix of comparable public companies that encompass the primary business segment and attributes of Civeo, no company, independently or as part of a set, is identical to Civeo or its business. The Civeo selected companies were as follows:

For each of the Civeo selected companies, Lazard calculated and compared the ratio of such company’s enterprise value (calculated as the market capitalization of such company based on its closing share price as of November 17, 2017, plus debt, plus noncontrolling interest less cash) to such company’s calendar year 2017, 2018 and 2019 EBITDA, as follows:

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The financial information for each of the Civeo selected companies listed above and used by Lazard in its analysis was based on public filings, FactSet consensus estimates and other publicly available information.

Based on its review of the Civeo selected companies and its experience and professional judgment Lazard then applied a reference range of multiples to Civeo’s business of 9.0x to 10.0x to estimated calendar year 2017 EBITDA, 6.5x to 8.0x to estimated 2018 EBITDA and 5.5x to 7.0x to estimated 2019 EBITDA, in each case based on the Civeo management forecasts. Lazard then subtracted the book value of Civeo’s total debt minus cash and cash equivalents (referred to as “net debt for Civeo”), to arrive at a range of implied equity values for Civeo Common Shares of $1.95 to $2.40 based on estimated 2017 EBITDA, $0.85 to $1.50 based on estimated 2018 EBITDA and $1.00 to $1.80 based on estimated 2019 EBITDA.

Civeo Discounted Cash Flow Analysis

Lazard performed a discounted cash flow analysis of Civeo to calculate the estimated net present value of (1) the standalone unlevered, after-tax free cash flows that Civeo was projected to generate in calendar year 2018 through calendar year 2020, based on projections provided by the management of Civeo; and (2) the terminal value for Civeo. The terminal value for Civeo was calculated using terminal EBITDA multiples ranging from 6.0x to 7.0x, which were selected by Lazard using its professional judgment and expertise, utilizing historical and current enterprise value to EBITDA trading multiples calculated for Civeo as well as the Civeo selected companies. The range of terminal EBITDA multiples for Civeo was then applied to estimated 2020 EBITDA for Civeo to obtain the terminal value for Civeo. The estimated future cash flow and the terminal value for Civeo were discounted to present value using discount rates ranging from 10.0% to 11.5%, which were based on Civeo’s weighted average cost of capital. Lazard took the sum of the present value ranges for Civeo’s future cash flows and terminal value to calculate a range of implied enterprise values. Lazard then subtracted the net debt for Civeo, and calculated a range of implied per share equity value for Civeo of $2.25 to $2.95.

“Has-Gets” Analysis From the Perspective of the Civeo Shareholders

Utilizing the financial information described above and Civeo management estimates of operational and tax synergies, Lazard compared the stand-alone equity and per share values of Civeo to the pro forma equity and per share values of the combined company after giving effect to the transactions contemplated by the Purchase Agreement, including (i) the realization of operational synergies, (ii) the realization of tax synergies, (iii) incurrence of incremental net debt of $118 million and (iv) a 81%/19% ownership split of the combined company by former Civeo shareholders and former Noralta shareholders, respectively, on a basic share count basis (i.e., assuming that the Preferred Shares are not outstanding) and a 68%/32% ownership split of the combined company by former Civeo shareholders and former Noralta shareholders, respectively, on a diluted share count basis (i.e., assuming that the Preferred Shares are converted).

In order to estimate the value of the operational synergies, Lazard performed a discounted cash flow analysis to calculate the estimated net present value of: (i) annual incremental cost synergies of  $8-12 million, as estimated by Civeo management; (ii) the total costs of approximately $2 million to achieve such synergies; and (iii) terminal values based on terminal multiples of 5.0x to 6.0x. The synergy cash flows and terminal values were discounted to present value using discount rates ranging from 10.0% to 11.5%, which were based on Civeo’s weighted average cost of capital. Based on the foregoing, Lazard estimated the net present value of the operational synergies in a range of approximately $52 million to $77 million. For purposes of its comparison of the stand-alone per share value of Civeo to the pro forma per share value of the combined company, Lazard utilized the midpoint of the estimated net present values of the operational synergies, or $65 million.

For valuation purposes, Lazard assumed a range of $15 million to $25 million in tax synergies based on Civeo management forecasts. For purposes of its comparison of the stand-alone per share value of Civeo to the pro forma per share value of the combined company, Lazard utilized the midpoint of the estimated net present values of the tax synergies, or $20 million.

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With respect to the valuation of Noralta based on its discounted cash flow analysis, Lazard used the full enterprise value from its discounted cash flow analysis of $326 million, representing the midpoint of its analysis, with adjustment for net debt assumed. With respect to the valuation of Noralta based on its comparable companies analysis, Lazard used the full enterprise value from its comparable companies analysis of $343 million, representing the midpoint of its analysis, with adjustment for net debt assumed.

Lazard observed the following comparison of the stand-alone per share value of Civeo to the pro forma per share value of the combined company:

Other Analyses

The analyses and data described below were presented to the Civeo Board for informational purposes only and did not provide the basis for the rendering of Lazard’s opinion.

Historical Trading Price Analysis

Lazard reviewed the range of trading prices for Civeo Common Shares for the 52 weeks ended November 17, 2017. Lazard observed that, during this period, the daily closing prices of Civeo Common Shares ranged from $1.59 to $3.65 per share on August 17, 2017 and March 1, 2017, respectively.

Analyst Price Targets

Lazard reviewed recently available equity analyst price targets based on Wall Street equity research reports prepared by equity analysts covering Civeo. Lazard observed price targets that ranged from $3.00 to $4.50 for Civeo.

Miscellaneous

In connection with Lazard’s services as financial advisor, Civeo has agreed to pay Lazard an aggregate fee for such services of $3.5 million, $750,000 of which became payable upon the rendering of Lazard’s opinion and the remainder of which is contingent upon the closing of the Acquisition. In addition, upon the closing of the Acquisition, Civeo may pay Lazard a discretionary fee in an amount up to $1 million to be determined by Civeo in its sole discretion. Civeo also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against certain liabilities that may arise from or relate to Lazard’s engagement.

Lazard in the past has provided, currently is providing and in the future may provide certain investment banking services to Civeo, for which Lazard has received and may receive compensation, including, in the past two years, having advised Civeo regarding certain strategic and financial matters. From July 13, 2015 through November 26, 2017, Lazard has been paid aggregate fees of approximately $1,250,000 by Civeo for such

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services ($750,000 of which is creditable toward the $3.5 million fee) and Civeo expects to pay Lazard an additional $250,000 on December 31, 2017 (which will be creditable toward the $3.5 million fee). In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of Civeo for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of Civeo, Noralta and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the opinion committee of Lazard.

Lazard did not recommend any specific consideration to the Civeo Board or that any given consideration constituted the only appropriate consideration for the Acquisition. Lazard’s opinion and analyses were only one of many factors taken into consideration by the Civeo Board in its evaluation of the Acquisition. Consequently, the analyses described above should not be viewed as determinative of the views of the Civeo Board or Civeo’s management with respect to the consideration payable in the Acquisition or as to whether the Civeo Board would have been willing to determine that a different consideration was fair.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and securities services. Lazard was selected to act as Civeo’s financial advisor because of its qualifications, experience and reputation in investment banking and mergers and its familiarity with Civeo and its business.

Regulatory Approvals

Competition Act Approval

Part IX of the Competition Act (Canada) requires that parties to certain classes of transactions provide prescribed information to the Commissioner of Competition (the “Commissioner”) where the applicable thresholds set out in Sections 109 and 110 of the Competition Act are exceeded and no exemption applies (“Notifiable Transactions”). Subject to certain limited exceptions, a Notifiable Transaction cannot be completed until the parties to the transaction have each submitted the information prescribed pursuant to subsection 114(1) of the Competition Act (a “Notification”) to the Commissioner and the applicable statutory waiting period has expired or has been terminated early by the Commissioner. The initial waiting period is 30 days from the date the parties both file their respective Notifications. At the end of that period, the parties are permitted to complete the Notifiable Transaction unless, prior to the expiration of the waiting period, the Commissioner issues a supplementary information request (a “SIR”) to the parties, in which case the parties cannot complete the Notifiable Transaction until 30 days after the day in which the parties comply with the SIR, unless, before closing, the Competition Tribunal, upon the application of the Commissioner, issues an order prohibiting closing.

Alternatively to, or in addition to, filing a Notification, a party to a Notifiable Transaction may apply to the Commissioner under Subsection 102(1) of the Competition Act for an advance ruling certificate (an “ARC”) or, in the event that the Commissioner is not prepared to issue an ARC, a no-action letter advising that the Commissioner does not, at that time, intend to make an application under Section 92 of the Competition Act in respect of the Notifiable Transaction (a “No Action Letter”). If the Commissioner issues an ARC, the parties are exempt from the requirement to file a Notification. If the Commissioner issues a No-Action Letter and waives the requirement to file a Notification where the parties have supplied substantially similar information as would have been supplied with their Notification (a “Waiver”), the parties are not required to file a Notification and may complete the Notifiable Transaction. The filing of a request for an ARC or, in the alternative, a No-Action Letter and Waiver, does not start the statutory waiting period and, unless the parties have also filed a Notification, the parties cannot complete the Notifiable Transaction until the Commissioner has completed his review and issued either an ARC or a No Action Letter and Waiver.

Whether or not a transaction is subject to notification under Part IX of the Competition Act, the Commissioner of Competition may apply to the Competition Tribunal for a remedial order under section 92 of the Competition Act at any time before the transaction has been completed or, if completed, within one year after it was substantially completed, provided that, subject to certain exceptions, the Commissioner did not issue an

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ARC in respect of the transaction. On application by the Commissioner under section 92 of the Competition Act, the Competition Tribunal may, where it finds that the transaction prevents or lessens, or is likely to prevent or lessen, competition substantially, order that the transaction not proceed or, if completed, order its dissolution or the disposition of the assets or shares acquired; in addition to, or in lieu thereof, with the consent of the person against whom the order is directed and the Commissioner, the Competition Tribunal may order a person to take any other action. The Commissioner of Competition may also seek interim relief from the Competition Tribunal under sections 100 and 104 of the Competition Act. The Competition Tribunal is prohibited from issuing a remedial order where it finds that the transaction or proposed transaction has brought or is likely to bring about gains in efficiency that will be greater than, and will not offset, the effects of any prevention or lessening of competition that will result or is likely to result from the transaction and that the gains in efficiency would not likely be attained if the order were made.

It is a condition to completion of the Acquisition that the Commissioner shall have (i) issued an ARC or (ii) issued a No Action Letter, on terms satisfactory to Civeo, acting reasonably, and the obligation to file a Notification has been waived or the applicable statutory waiting period under the Competition Act has expired or terminated.

The Acquisition is a Notifiable Transaction. On December 15, 2017, Civeo submitted a request to the Commissioner for an ARC or, in the alternative, a No-Action Letter and Waiver.

Investment Canada Act Approval

Subject to certain limited exceptions, the direct acquisition of control of a Canadian business by a non-Canadian that exceeds a financial threshold prescribed under Part IV of the Investment Canada Act (a “Reviewable Transaction”) is subject to review and cannot be implemented until the non-Canadian has submitted an application (an “Application for Review”) to the Minister responsible for the Investment Canada Act (the “Minister”) and the Minister is satisfied, or is deemed under the Investment Canada Act to be satisfied, that the Reviewable Transaction is likely to be of net benefit to Canada (a “net benefit ruling”). The submission of the Application for Review triggers an initial review period of up to 45 days. If the Minister has not completed the review by that date, the Minister may unilaterally extend the review period for up to a further 30 days or such further period agreed to by the Minister and the non-Canadian.

In determining whether to issue a net benefit ruling, the Minister is required to consider, among other things, the Application for Review and any written undertakings offered by the non-Canadian. The prescribed factors that the Minister must consider when determining whether to issue a net benefit ruling include, among other things, the effect of the investment on economic activity in Canada (including the effect on employment, utilization of Canadian products and services and exports), on participation by Canadians in the acquired business, on productivity, industrial efficiency, technological development, product innovation, product variety and competition in Canada, and the compatibility of the investment with national and provincial industrial, economic and cultural policies, as well as the contribution of the investment to Canada’s ability to compete in world markets.

The Acquisition constitutes a Reviewable Transaction. However, the Acquisition would not exceed the financial threshold under the Investment Canada Act but for a small element of the business of Noralta that is considered to be a “cultural business” within the meaning of the Investment Canada Act. The responsible Minister is the Minister of Canadian Heritage in respect of cultural businesses. It is a condition to completion of the Acquisition that the Minister has sent a notice to Civeo under the Investment Canada Act stating that the Minister is satisfied, or is deemed to be satisfied, the Acquisition is likely to be of net benefit to Canada.

On December 15, 2017, Civeo filed an Application for Review with the Cultural Sector Investment Review Division of Department of Canadian Heritage and a notification with the Investment Review Division of the Department of Innovation, Science and Economic Development.

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Listing of the Common Shares on the NYSE

The Common Shares are listed on the NYSE under the symbol “CVEO”. It is a condition of closing that the Common Shares issuable under the Purchase Agreement (including the Common Shares issuable upon conversion of the Preferred Shares) be accepted for listing on the NYSE.

Material Canadian Federal Income Tax Consequences of the Acquisition to Civeo and Civeo Shareholders

Shareholders Generally

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations generally applicable under the Income Tax Act (Canada) (the “Tax Act”) in respect of the Acquisition to a beneficial owner of the Common Shares who (i) at all relevant times, deals at arm’s length with Civeo and Noralta for purposes of the Tax Act; (ii) is not affiliated with Civeo or Noralta for purposes of the Tax Act; and (iii) at all relevant times holds their Common Shares as capital property for purposes of the Tax Act. The Common Shares will generally constitute capital property to a holder thereof unless such securities are held in the course of carrying on a business of buying and selling securities or in connection with an adventure in the nature of trade. Certain Civeo shareholders resident in Canada within the meaning of the Tax Act whose Civeo shares might not otherwise qualify as capital property may in certain circumstances be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Common Shares and any other “Canadian security” (as defined in the Tax Act) owned in the taxation year of the election and in all subsequent taxation years deemed to be capital property.

This summary is based upon the provisions of the Tax Act and the regulations enacted thereunder (the “Regulations”) in force as of the date hereof and Civeo’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”). This summary takes into account all specific proposals to amend the Tax Act or the Regulations that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”); and assumes that the Proposed Amendments will be enacted in the form proposed, although no assurance can be given that the Proposed Amendments will be enacted or otherwise implemented in their current form, if at all. If the Proposed Amendments are not enacted or otherwise implemented as proposed, the Canadian federal income tax consequences may not be as described below.

On July 18, 2017, the Minister of Finance (Canada) released a consultation paper that included an announcement of its intention to amend the Tax Act to increase the tax cost of earning passive investment income through a private corporation. On October 18, 2017, the Minister of Finance (Canada) announced that the government was considering how to proceed with these proposals while taking into account the feedback received on the consultation paper. No specific amendments to the Tax Act have been proposed in connection with these announcements. Civeo shareholders that are private Canadian corporations should consult their own tax advisors.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable in the respect of the Acquisition and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law, whether by legislative, regulatory or judicial action, or changes in the administrative policies or assessing practices of the CRA. This summary does not take into account any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax consequences discussed herein.

This summary is not applicable to any shareholder of Civeo: (i) that is a “financial institution” within the meaning of subsection 142.2(1) of the Tax Act; (ii) that is a “specified financial institution” as defined in subsection 248(1) of the Tax Act; (iii) that has elected to report its “Canadian tax results” within the meaning of section 261 of the Tax Act in a currency other than Canadian currency; (iv) an interest in which is, or for whom the Common Shares would be, a “tax shelter investment” as defined in the Tax Act; (v) that has entered into a

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“derivative forward agreement,” a “dividend rental agreement,” a “synthetic equity arrangement” or a “synthetic disposition arrangement” as defined in the Tax Act with respect to its Common Shares or (vi) who has acquired or will acquire Civeo shares on the exercise of an employee stock option received in respect of, in the course of, or by virtue of, employment. Such Civeo shareholders should consult their own tax advisors.

This summary is of a general nature only and is not intended to be, and should not construed to be, legal, business or tax advice to any particular Civeo shareholder. Accordingly, shareholders of Civeo should consult their own tax advisors with respect to their particular circumstances.

Civeo Shareholders Resident in Canada

The following portion of this summary is generally applicable to a Civeo shareholder who, for purposes of the Tax Act and at all relevant times: (i) is or is deemed to be resident in Canada; (ii) is not exempt from tax under Part I of the Tax Act; and (iii) is not excluded from this summary by the comments in “– Shareholders Generally” above.

Each shareholder described above (each a “Resident Shareholder”) will not dispose of the Resident Shareholder’s Common Shares or receive any consideration by virtue of the Acquisition. Accordingly, each Resident Shareholder will not realize a capital gain (or incur a capital loss) in respect of the Resident Shareholder’s Common Shares as a consequence of the Acquisition.

Civeo Shareholders Not Resident in Canada

The following portion of this summary is generally applicable to a Civeo shareholder who, for purposes of the Tax Act and at all relevant times: (i) is not resident, nor deemed to be resident, in Canada for purposes of the Tax Act; (ii) does not and will not use or hold or be deemed to use or hold their Common Shares in the course of carrying on business in Canada; and (iii) is not excluded from this summary by the comments in “– Shareholders Generally” above. Special rules, which are not discussed below, may apply to a non-resident of Canada that is an insurer which carries on business in Canada and elsewhere. Non-Resident Shareholders should obtain tax advice of any foreign tax consequences of the Acquisition based upon their particular circumstances.

A shareholder described above (each, a “Non-Resident Shareholder”) is subject to tax under the Tax Act in respect of a capital gain arising on the disposition of shares only where such shares are or are deemed to be “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Shareholder. However, because each Non-Resident Shareholder will not dispose of their Common Shares or receive any consideration by virtue of the Acquisition, the Non-Resident Shareholder will not realize a capital gain subject to Canadian income tax in respect of their Common Shares as a consequence of the Acquisition.

Civeo Corporation

Upon completion of the Acquisition, Civeo will have an adjusted cost base in all of the shares of Noralta acquired as a result of the Acquisition equal to the aggregate consideration paid by Civeo for such shares. Any capital gain (or loss) arising from the disposition of such shares will be measured from this adjusted cost base. Dividends received on the Noralta shares by Civeo will be included in computing Civeo’s income and will generally be deductible in computing Civeo’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by Civeo as proceeds of disposition or as a capital gain. A disposition or deemed disposition of the shares of Noralta by Civeo will generally result in a capital gain (or a capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to Civeo of the shares of Noralta immediately before the disposition. Generally, one half of any capital gain realized by Civeo in a taxation year will be included in computing Civeo’s income in the year of disposition as a taxable capital gain and one half of any capital loss (an “allowable capital loss”) must be deducted from Civeo’s taxable gains in the year of disposition. Allowable capital losses in excess

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of taxable capital gains for a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward indefinitely and deducted against net taxable gains in those other taxation years, subject to and in accordance with the rules contained in the Tax Act. Any capital loss arising on a disposition of the shares of Noralta may, in certain circumstances, be reduced by the amount of any dividends which have been received by Civeo on the shares of Noralta.

Anticipated Accounting Treatment

Under Accounting Standards Codification 805, the Acquisition is expected to be accounted for using acquisition accounting pursuant to which Civeo is considered the acquiring entity for accounting purposes. As such, Civeo expects to allocate the total purchase consideration to Noralta’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the date of the completion of the Acquisition.

Final valuations of Noralta’s property, plant and equipment, and identifiable intangible and other assets acquired have not yet been completed as management is still reviewing the existence, characteristics and useful lives of Noralta’s tangible and intangible assets. The completion of the valuation could result in significantly different amortization expenses and balance sheet classifications than those presented in the unaudited pro forma condensed consolidated financial information included in this proxy statement. After completion of the Acquisition, the results of operations of both Civeo’s and Noralta’s will be included in the consolidated financial statements of Civeo.

For further discussion of the accounting treatment, see the section entitled “Unaudited Pro Forma Combined Financial Data.”

Appraisal Rights

Shareholders will not have appraisal rights in connection with the Acquisition.

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THE PURCHASE AGREEMENT

The following is a discussion of the material provisions of the Purchase Agreement. This is only a summary and may not contain all of the information that is important to you. A copy of the full text of the Purchase Agreement is attached to this proxy statement as Annex A and is incorporated herein by reference. In the event of any discrepancy between the summary below and the full text of the Purchase Agreement, the Purchase Agreement shall control.

The Acquisition

Civeo will acquire, directly or indirectly, all of the issued and outstanding shares of Noralta. Prior to closing, Noralta and certain sellers will cause the amalgamation of such entities into a new entity, and under the Purchase Agreement, Civeo will directly acquire the outstanding shares of such amalgamated entity, which will result in Noralta becoming a wholly owned subsidiary of Civeo.

Purchase Consideration

The aggregate consideration to be paid by Civeo to the sellers at the closing of the Acquisition will be (i) C$209,500,000 in cash, of which C$28,500,000 will be held in escrow by the Escrow Agent to support the sellers’ indemnification obligations under the Purchase Agreement, (ii) 32,790,868 Common Shares, of which 13,491,100 shares will be held in escrow by the Escrow Agent and released in three equal installments from escrow upon the satisfaction of certain conditions related to a customer contract remaining in place in June 2021, June 2022 and June 2023, and (iii) 9,679 Preferred Shares with an initial liquidation preference of US$96,790,000.

The cash portion of the consideration will be subject to customary adjustments for Noralta’s net working capital (above or below target net working capital of C$15,100,000), debt, cash and unpaid transaction expenses at closing. As soon as practicable after the closing date, Civeo shall calculate the actual amount of Noralta’s net working capital, cash, indebtedness and unpaid transaction expenses as of the closing date. The sellers will have the ability to contest such amounts, and following the final determination of net working capital, cash, indebtedness and unpaid transaction expenses in accordance with the dispute mechanisms in the Purchase Agreement, the parties will cause the excess or deficiency of such amounts over the amounts calculated at closing to be paid to Civeo, to the extent of any deficiency, and to the sellers, to the extent of any excess.

Representations and Warranties

The Purchase Agreement contains representations and warranties made by Civeo and the sellers regarding aspects of the businesses, financial condition and structure of Civeo and Noralta and the sellers’ ownership of Noralta shares, as well as other facts pertinent to the Acquisition. Civeo’s representations and warranties relate to, among other things:

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Each of the sellers jointly has made customary representations and warranties with respect to Noralta, including:

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Each of the sellers jointly and severally has made customary representations and warranties with respect to, among other things:

Lance Torgerson separately has made certain representations of the sellers listed above deemed to be fundamental representations under the Purchase Agreement, which are those representations and warranties relating to incorporation, organization, corporate structure and authority, necessary proceedings, valid and binding obligations, capital, right to acquire securities, title to assets, and ownership of sellers’ shares.

Material Adverse Effect

Many of the representations and warranties and certain of the conditions to complete the Acquisition are subject to a Material Adverse Effect qualification. A “Material Adverse Effect” means any effect or change that is, or would reasonably be expected to be, material and adverse to the business, operations, assets, capitalization or financial condition of Civeo, on the one hand, or Noralta, Noralta’s subsidiaries (taken as a whole) or Dene Koe GP or Dene Koe LP (a joint venture co-owned by Fort McKay First Nation and Noralta), on the other hand, as applicable, other than any matter, action, effect, occurrence, or change arising or resulting from: (i) general economic, market, financial, currency exchange, securities, bullion or commodity prices in Canada, the United States or elsewhere; (ii) conditions affecting the oil and natural gas industry, hospitality and lodging industry and/or petroleum services industry generally; (iii) in respect of Civeo only, any matter that has prior to the date of the Purchase Agreement been publicly disclosed in the Civeo’s SEC filings; (iv) in respect of Civeo only, any change in the trading price or volume of the Common Shares (it being understood that the causes underlying such change may be taken into account); (v) any change in ASPE, GAAP or laws or interpretations thereof; (vii) any adverse change or effect attributable to the announcement or pendency of the transactions contemplated by the Purchase Agreement (including any cancellations or delays in customer orders, any reductions in sales, or any disruption in supplier, distributor, partner or similar relationships or any loss of employees), (viii) the unionization of any employees or the filing of any certification applications to unionize any employees or the occurrence of any similar union activities, and (ix) matters permitted or contemplated by the Purchase Agreement or consented to or approved in writing by either Civeo (with respect to Noralta or its Subsidiaries) or the sellers (with respect to Civeo).

Survival of Covenants, Representations and Warranties

The representations and warranties of Civeo and the sellers will survive until the date that is 18 months after the closing date of the Acquisition. Representations and warranties related to taxes will survive the closing until six months after the expiration of the period during which any governmental entity is permitted to issue a tax assessment. All fundamental representations and warranties of Civeo and the sellers will survive until the date that is six years after the closing date of the Acquisition. Claims based upon fraudulent misrepresentation or fraud may be brought at any time.

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Covenants of the Sellers and Noralta

General Covenants

The sellers and Noralta have agreed that until the closing of the Acquisition, subject to certain identified exceptions:

Covenants in Respect of Noralta’s Business

The sellers have agreed until the closing of the Acquisition to use their commercially reasonable efforts to cause Noralta and its subsidiaries, Dene Koe GP and Dene Koe LP to:

Noralta has agreed until the closing of the Acquisition to use its commercially reasonable efforts not to, and not to permit any of its subsidiaries to without the prior written consent of Civeo (not to be unreasonably withheld), subject to certain identified exceptions:

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Necessary Consents

Noralta has agreed to use commercially reasonable efforts to obtain from its directors, shareholders, government entities, customers, lenders and other persons all approvals, permits and consents, including regulatory approvals, required to complete the Acquisition.

Non-Solicitation

The sellers and Noralta have agreed to cease all existing discussions and negotiations related to any acquisition proposal for Noralta and to request the prompt return or destruction of all confidential information previously furnished to any third parties (other than Civeo) related to any acquisition proposal. The sellers and Noralta have agreed until the earlier of the closing of the Acquisition or termination of the Purchase Agreement not to solicit, initiate or encourage, or participate in discussions regarding an acquisition proposal for Noralta or furnish any third party with any information to a third party in connection therewith.

Employee Severance

Noralta has agreed that, in the event it terminates any employee before the closing date of the Acquisition, Noralta will be responsible for any payments to such terminated employee.

Covenants of Civeo

Civeo has agreed until the closing of the Acquisition that it will:

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Civeo has also agreed that, in the event it terminates any employee after the closing date of the Acquisition, Civeo will be responsible for any payments to such terminated employee.

Mutual Covenants

The Purchase Agreement contains a number of mutual covenants, which subject to certain exceptions, obligate the parties under the Purchase Agreement to, among other things:

Indemnification

Civeo has agreed to indemnify and save harmless the sellers from and against any losses of the sellers arising out of the non-fulfillment of any covenant or agreement of Civeo under the Purchase Agreement or any incorrectness in or breach of any representation or warranty of Civeo under the Purchase Agreement or any document delivered pursuant thereto, subject to the survival periods described above.

The sellers (and Lance Torgerson, in respect of the fundamental representations only), on a joint and several basis, have agreed to indemnify and save harmless Civeo from and against any losses of Civeo or, after the closing, Noralta and its subsidiaries, arising out of the non-fulfillment of any covenant or agreement of the sellers or, prior to the closing, Noralta, or any incorrectness in or breach of any representation or warranty of the sellers contained in the Purchase Agreement or any document delivered pursuant thereto, subject to the survival periods described above. In addition, the sellers have agreed to indemnify Civeo from and against:

The indemnification obligations of the parties set forth above are subject to certain limitations, including, among other things:

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The parties have agreed to use commercially reasonable efforts to mitigate or minimize any claim for indemnification to reasonably cooperate to minimize any claims by the other party.

In connection with the Acquisition, Civeo has obtained a representation and warranty insurance policy, which will take effect at the closing of the Acquisition. Noralta has agreed to bear up to C$1,799,850 of the premiums and other costs and expenses of the policy, with any excess premiums and other costs and expenses being borne by Civeo. Under the Purchase Agreement, Civeo will first seek recovery of indemnifiable losses for breaches of representations and warranties under the Purchase Agreement against the funds deposited into escrow and thereafter will seek recovery under the representation and warranty insurance policy (if available) before making any claims against the sellers or Lance Torgerson personally.

Conditions Precedent to the Acquisition

Mutual Conditions Precedent

Each party’s obligation to consummate the transactions contemplated by the Purchase Agreement is subject to the satisfaction or waiver of the following conditions as of the closing:

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Conditions Precedent for the Benefit of Civeo

The obligation of Civeo to consummate the transactions contemplated by the Purchase Agreement is subject to the satisfaction or waiver of the following conditions as of the closing:

Conditions Precedent for the Benefit of the Sellers

The obligation of each seller to consummate the transactions contemplated by the Purchase Agreement is subject to the satisfaction or waiver of the following conditions as of the closing:

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Termination of the Purchase Agreement

The Purchase Agreement may, by notice in writing given prior to the closing of the Acquisition, be terminated on the earliest of any of the following:

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Professional Fees

Each party to the Purchase Agreement will pay its respective legal, accounting and other professional advisory fees, costs and expenses incurred in connection with the Purchase Agreement and the transactions contemplated thereby, except as otherwise provided for therein.

Dispute Resolution

The Purchase Agreement permits any party thereto to deliver to the other parties a written notice of a dispute under the Purchase Agreement and requires the parties to use all commercially reasonable efforts to settle the dispute and consult and negotiate with each other in good faith to reach a mutually acceptable solution satisfactory to all parties.

In the event the parties are not able to reach a mutually acceptable solution to any dispute within a period of 20 business days after receipt of a dispute notice, then the dispute shall be finally settled by arbitration in accordance with the provisions of the Arbitration Act (Alberta), based upon arbitration procedures set forth in the Purchase Agreement.

Public Announcement/Proxy Statement

The parties to the Purchase Agreement have agreed to consult with and obtain the consent (not to be unreasonably withheld) of each other before issuing any press release or making any other public announcement with respect to the Purchase Agreement or the transactions contemplated thereby, unless such release or announcement is required by applicable law or the listing requirements of the NYSE.

In addition, Civeo is expressly permitted to include financial and other information pertaining to Noralta in any disclosure required to be filed with the SEC, including disclosure of the Purchase Agreement. The sellers shall have a reasonable opportunity to review and comment on any draft filing with the SEC containing information related to Noralta and its business, and Civeo shall give good faith consideration to any comments by the sellers and Noralta.

In connection with any disclosure by Civeo required by applicable securities laws, the sellers and Noralta have agreed to furnish information concerning themselves, their affiliates and the holders of their capital stock and to provide such other assistance as Civeo may reasonably request, including financial statements compliant with Regulation S-X.

Applicable Law

The Purchase Agreement is governed by and construed in accordance with the Laws of the Province of Alberta and the federal Laws of Canada applicable therein without reference to conflict of laws principles.

Successors and Assigns

No seller shall transfer the Purchase Agreement without the prior written consent of Civeo, and Civeo shall not assign the Purchase Agreement without the prior written consent of all of the sellers.

Amendment and Waiver

Any party to the Purchase Agreement has the right to waive any term or condition applicable to it in a written instrument executed on behalf of such party. No amendment, modification or supplement to the Purchase Agreement shall be effective unless provided in writing and signed by all parties to the Purchase Agreement.

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Civeo Board Following Closing

Civeo will take all necessary actions to cause, concurrent with the closing, the appointment, effective upon the closing, of Lance Torgerson, or with the prior written consent of Civeo, following the review and approval of the proposed nominee by the nominating committee of the Civeo Board, an alternate nominee of the Torgerson Trust (Lance Torgerson or such alternate nominee being, the “Torgerson Nominee”) to be added to the Civeo Board as a Class 1 director. After the closing, Civeo will take all necessary actions to nominate the Torgerson Nominee for election to the Civeo Board at the 2018 annual general meeting of Civeo shareholders, unless the Torgerson Nominee has failed to comply in all material respects with the governance guidelines and policies of Civeo applicable to directors during the period of time commencing on the closing date and ending on the date immediately preceding such Torgerson Nominee’s re-nomination. If at any time the Torgerson Trust owns less than 10% of the Common Shares (treating the Preferred Shares on an “as converted basis”), the Torgerson Nominee must tender his or her resignation from the Civeo Board.

Third Parties

Other than as may be permitted in connection with the indemnification obligations under the Purchase Agreement, the Purchase Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the parties thereto and their respective successors and permitted assigns, and no such party will be entitled to rely on the provisions of the Purchase Agreement.

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THE REGISTRATION RIGHTS AGREEMENT

The following is a discussion of the Registration Rights Agreement. This is a summary only and may not contain all of the information that is important to you. A copy of the full text of the Registration Rights Agreement is attached as Annex B to this proxy statement. In the event of any discrepancy between the summary below and the full text of the Registration Rights Agreement, the Registration Rights Agreement shall control.

At the closing of the Acquisition, Civeo will enter into the Registration Rights Agreement with the Torgerson Trust and 989677. In this section, each of the parties to the Registration Rights Agreement (other than Civeo) is referred to as a “Restricted Shareholder.”

Shelf Registration Statement

Pursuant to the Registration Rights Agreement, Civeo has agreed that, as soon as practicable following the date that is 18 months after the date of the Registration Rights Agreement, but in no event more than 30 days thereafter, Civeo will use its commercially reasonable efforts to prepare and file a shelf registration statement to register the Common Shares held by the Restricted Shareholders upon the closing of the Acquisition (including any Common Shares held in escrow) and any Common Shares issued upon conversion of the Preferred Shares held by the Restricted Shareholders upon the closing of the Acquisition. Civeo is obligated to use commercially reasonable efforts to cause such shelf registration statement to be declared effective by the SEC within 150 days after filing.

If a shelf registration statement required under the Registration Rights Agreement does not become, or is not declared, effective within 180 days after the date that is 18 months after the date of the Registration Rights Agreement, then the dividend rate of the Preferred Shares will be increased by (i) 0.25% per annum commencing on the first succeeding dividend payment date after such registration default and (ii) 0.25% per annum on each subsequent dividend payment date until such time as a shelf registration statement becomes effective (up to a maximum increase of 1.00% per annum).

Piggyback Rights

Pursuant to the Registration Rights Agreement, if Civeo proposes to file a registration statement providing for the public offering of Common Shares, for its own account or for the account of a selling shareholder, for sale to the public in an underwritten public offering for cash, the Restricted Shareholders will have customary piggyback registration rights that allow them to include their Common Shares that they own in any such registration statement, subject to proportional cutbacks. No piggyback rights will be available incidental to any public offering by Civeo (i) relating to any employee benefit, compensation, incentive or savings plan or dividend reinvestment plans, (ii) relating to the acquisition or merger by Civeo or any of its subsidiaries of or with any other business, (iii) under Civeo’s existing shelf registration statement on Form S-3, (iv) to be registered on a registration statement on Form S-4 or Form S-8 (or any successor forms thereto) or a registration statement for the offering or sale of the Common Shares issuable upon conversion of debt securities, or (v) only to existing holders of securities issued by Civeo (including the Restricted Shareholders).

Limitations; Expenses; Indemnification

The Restricted Shareholders’ registration rights are subject to certain customary limitations, including Civeo’s right to delay or withdraw a registration statement under certain circumstances. Civeo generally will be required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes or stamp or other duties attributable to a Restricted Shareholder’s sale or other disposition of the Common Shares. In addition, Civeo will pay the reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the Restricted Shareholders participating in any public offering. Under the Registration Rights Agreement, Civeo has agreed to indemnify the Restricted Shareholders against any losses, claims,

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damages or liabilities resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Common Shares, unless such liability arose from their misstatement or omission, and each of the Restricted Shareholders, severally and individually, has agreed to indemnify Civeo against any losses, claims, damages or liabilities caused by such Restricted Shareholder’s misstatements or omissions in those documents.

Standstill and Voting Restrictions

The Restricted Shareholders will be subject to customary standstill restrictions, including a restriction on the purchase of additional Common Shares, and a restriction on voting their Common Shares that limits the voting by such holders of Common Shares (including Common Shares held in escrow) in excess of 15% of the voting power of the outstanding Common Shares, which will be voted consistently with all other Civeo shareholders (other than the Restricted Shareholders). In addition, the Restricted Shareholders have agreed not to, directly or indirectly, (i) solicit shareholders for the approval of any shareholder proposals, (ii) propose or seek to effect a change of control of Civeo, (iii) engage in a proxy solicitation involving Civeo, or (iv) form, join or otherwise participate in a group or voting trust with respect to Common Shares (other than a group comprised solely of Restricted Shareholders, their affiliates and permitted transferees) for the purpose of acquiring, holding, voting or disposing of Common Shares. The restrictions described in the preceding sentence shall not apply if Civeo has entered into a definitive agreement, the consummation of which would result in a change of control of Civeo, or any person has commenced a public tender or exchange offer which if consummated would result in a change of control of Civeo. The standstill and voting restrictions in the Registration Rights Agreement shall terminate at such time as the Common Shares owned by the Restricted Shareholders in the aggregate no longer constitute at least five percent of the Common Shares then outstanding (calculated assuming conversion of all of the outstanding Preferred Shares) or upon specified bankruptcy or change of control events.

Restrictions on Transfer

Each Restricted Shareholder will not transfer any of its Common Shares or Preferred Shares for a period of 18 months after the date of the Registration Rights Agreement, subject to certain exceptions, including transfers to affiliates. After the 18-month restricted period, any Restricted Shareholder will be permitted to transfer their Common Shares in any public offering or in a sale transaction pursuant to and in accordance with Rule 144 under the Securities Act, so long as no such transfer, when taken together with any and all other transfers during the period of 90 consecutive days ending on the date of such transfer, involves a number of Common Shares in excess of 10 percent of the number of such Restricted Shareholder’s Common Shares issued to such Restricted Shareholder pursuant to the Purchase Agreement (calculated assuming conversion of such Restricted Shareholder’s Preferred Shares, if any). The foregoing transfer restrictions will not apply to a transfer in a public offering pursuant to a piggyback registration statement. In addition, no Restricted Shareholder may transfer any Common Shares or Preferred Shares to any competitor of Civeo or any person, whether individually or as part of a group, would then have the right to vote more than ten percent of the Common Shares then outstanding, other than transfers in an underwritten public offering or in a market transaction pursuant to Rule 144.

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DESCRIPTION OF THE PREFERRED SHARES

The following is a discussion of the proposed amendment to the Articles to establish the terms of the Preferred Shares. This is a summary only and may not contain all of the information that is important to you. A copy of the full text of the proposed amendment to the Articles is attached as Annex C to this proxy statement. In the event of any discrepancy between the summary below and the full text of the proposed amendment to the Articles, the proposed amendment to the Articles shall control.

It is a condition to closing the Acquisition under the Purchase Agreement that Civeo shall have filed the proposed amendment to the Articles to amend the Articles to create the Preferred Shares. Under the proposed amendment to the Articles, the Preferred Shares will generally have the following terms:

Voting Rights

The Preferred Shares will not have voting rights, except as statutorily required.

Dividends

The Preferred Shares will be entitled to receive a 2% annual dividend on the liquidation preference (initially US$10,000 per share), paid quarterly in cash or, at Civeo’s option, by increasing the Preferred Shares’ liquidation preference, or by any combination thereof. In the event that a shelf registration statement does not become effective within the time period specified in the Registration Rights Agreement, the dividend rate is subject to increase to up to a maximum of 3% until such registration statement becomes effective. For more information, please see the section entitled “The Registration Rights Agreement – Shelf Registration Statement.”

Conversion Rights

The Preferred Shares will be convertible into Common Shares at a conversion price of US$3.30 per Preferred Share, subject to customary anti-dilution adjustments, including in the case of dividends or distribution to holders of the Common Shares (the “Conversion Price”). Civeo will have the right to elect to convert the Preferred Shares into Common Shares if the 15-day volume weighted average price of the Common Shares is equal to or exceeds the Conversion Price. Holders of the Preferred Shares will have the right to convert the Preferred Shares into Common Shares at any time after two years from the date of issuance, and the Preferred Shares mandatorily convert after five years from the date of issuance. The Preferred Shares also convert automatically into Common Shares upon a change of control of Civeo. In the event of certain transactions that do not constitute a change of control but which would result in the Common Shares being converted into, or exchanged for, securities, cash or property (a “Reorganization Event”), each Preferred Share will, without the consent of the holders of the Preferred Shares, become convertible into the kind of securities, cash and other property that such holder of Preferred Shares would have been entitled to receive if such holder had converted its Preferred Shares into Common Shares immediately prior to such Reorganization Event.

Redemption Rights

Civeo may, at any time and from time to time, redeem any or all of the Preferred Shares for cash at the liquidation preference, plus accrued and unpaid dividends.

Liquidation Rights

The Preferred Shares will rank senior in all respects to the Common Shares with respect to dividend rights and rights upon the liquidation, dissolution or winding-up of Civeo up to the amount of the liquidation preference and accrued and unpaid dividends.

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DESCRIPTION OF CIVEO SHARE CAPITAL

The following summary of the material terms of the Civeo’s share capital following the Acquisition is not intended to be a complete summary of the rights and preferences of such share capital. We urge you to read Civeo’s Notice of Articles, Articles and the proposed amendment to the Articles in their entirety for a complete description of the rights and preferences of Civeo’s securities following the Acquisition. The terms of the Preferred Shares are described in “Description of the Preferred Shares,” and the full text of the terms of proposed amendment to the Articles is attached as Annex C to this proxy statement. Copies of Civeo’s Notice of Articles and Articles have been filed with the SEC as exhibits to its periodic reports. The terms of the Common Shares and the Preferred Shares may also be affected by British Columbia law or the Business Corporations Act (British Columbia).

Authorized Capital

Civeo’s authorized shares consist of 550,000,000 Common Shares, up to 50,000,000 Class A preferred shares, no par value, to be issued in one or more series, and up to 50,000,000 Class B preferred shares, no par value, to be issued in one or more series, provided that the authorized limit of the Class A preferred shares and the Class B preferred shares is 50,000,000 shares in the aggregate. The first series of Class A preferred shares are designated as the “Class A Series 1 Preferred Shares” and are authorized for issuance of up to 50,000,000 Class A Series 1 Preferred Shares, and the first series of Class B preferred shares are designated as the “Class B Series 1 Preferred Shares” and are authorized for issuance of up to 50,000,000 Class B Series 1 Preferred Shares, provided that the authorized limit of the Class A Series 1 Preferred Shares and the Class B Series 1 Preferred Shares are 50,000,000 shares in the aggregate. As of [    ], [    ] Common Shares have been duly and validly issued and outstanding as fully paid and non-assessable shares and no Class A Series 1 Preferred Shares or Class B Series 1 Preferred Shares issued and outstanding. The Preferred Shares issuable pursuant to the Purchase Agreement consist of Class A Series 1 Preferred Shares. None of the Common Shares are held by Civeo or on behalf of Civeo.

Civeo may issue shares subject to the maximum authorized share capital contained in Civeo’s Notice of Articles. The maximum number of shares that Civeo is authorized to issue out of any class or series of shares may be increased or decreased by a resolution passed at a general meeting of shareholders by two thirds of the votes cast on such resolution by shareholders voting shares that carry the right to vote at general meetings. The Civeo Board is authorized to issue new Common Shares, Class A Series 1 Preferred Shares, or Class B Series 1 Preferred Shares without shareholder approval.

The rights and restrictions to which the Common Shares are subject are set out in the Articles. Civeo’s Notice of Articles and Articles permit the Civeo Board, without shareholder approval, to alter and attach special rights and restrictions to the Class A Series 1 Preferred Shares and the Class B Series 1 Preferred Shares, including the number of shares, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights.

Common Shares

Voting Rights

Except as provided by law or pursuant to the rights that the directors may attach to the Preferred Shares, the Class B Series 1 Preferred Shares or any future outstanding series of preferred shares, holders of the Common Shares are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders, have the right to vote for the election of directors and do not have cumulative voting rights. Except as otherwise required by law, holders of the Common Shares are not entitled to vote on any amendment to the Notice of Articles or Articles that prejudices or interferes with the rights and special rights of the Preferred Shares, Class B Series 1 Preferred Shares or any future outstanding series of preferred shares if the holders of such affected series

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are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the notice of articles and articles or pursuant to British Columbia law or the Business Corporations Act (British Columbia) (the “BCA”).

Dividends

Subject to prior rights and preferences that may be applicable to the Preferred Shares, the Class B Series 1 Preferred Shares or any future outstanding series of preferred shares, holders of the Common Shares are entitled to receive ratably in proportion to the number of Common Shares held by them such dividends (payable in cash, shares or otherwise), if any, as may be declared from time to time by the Civeo Board out of funds available for dividend payments. Dividends will not be declared where there are reasonable grounds for believing the company is insolvent or the payment of dividends would render the company insolvent. There is not a fixed rate of dividends.

Conversion, Sinking Fund, Redemption, Liquidation and Preemption Rights

The holders of the Common Shares have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Shares. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of Civeo’s affairs, holders of the Common Shares will be entitled to share ratably in Civeo’s assets in proportion to the Common Shares held by them that are remaining after payment or provision for payment of all of Civeo’s debts and obligations and after distribution in full of preferential amounts to be distributed to holders of the outstanding Preferred Shares, the Class B Series 1 Preferred Shares or any other outstanding preferred shares, if any.

Preferred Shares

Civeo is authorized to issue Class A preferred shares and Class B preferred shares in one or more series. Civeo has further authorized the issuance of Class A Series 1 Preferred Shares and Class B Series 1 Preferred Shares of up to 50,000,000 shares, being the limit of both series of preferred shares to be issued in the aggregate. If the Acquisition is completed, the Class A Series 1 Preferred Shares will have the rights, privileges, restrictions and conditions described in the section of this proxy statement entitled “Description of the Preferred Shares.”

The Class B Series 1 Preferred Shares shall have the rights, privileges, restrictions and conditions as determined and attached from time to time by the board of directors, without the requirement for further shareholder approval. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could reduce the relative voting power of holders of the Common Shares. It also could affect the likelihood that holders of the Common Shares will receive dividend payments and payments upon liquidation.

Notice of Articles and Articles

Provisions of Civeo’s Notice of Articles and Articles may delay or discourage transactions involving an actual or potential change in control or change in Civeo’s management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that Civeo’s shareholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of Civeo’s shares.

These provisions are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Civeo to first negotiate with the company. Civeo believes that the benefits of increased protection and Civeo’s potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure Civeo outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

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Among other things, Civeo’s Notice of Articles and Articles:

When interpreting a director’s duties under British Columbia law, Canadian courts have generally interpreted a director’s duty to act in “the best interest of the company” to include a duty to treat all stakeholders affected by corporate actions equitably and fairly, including in the context of a change of control transaction. Accordingly, in determining what is in “the best interests of the company”, it may be legitimate for Civeo’s directors to consider the interests of not only the company’s shareholders, but other stakeholders, such as employees and creditors, as well.

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Limitation of Liability and Indemnification Matters

The Articles provide for the indemnification of directors to the fullest extent authorized by the BCA against all expenses, liabilities and losses (including judgments and fines) which may be reasonably incurred by reason of being or having been a director of the company, except for liability that cannot be indemnified under British Columbia law. British Columbia law provides that a company must not indemnify its directors if any of the following circumstances apply:

Notwithstanding any of the above prohibitions, the company or a director may apply to court for an order that the company must indemnify the director for any liability or expenses incurred by the director or for any other related obligations of the company.

The Articles also provide that Civeo will indemnify its directors and officers to the fullest extent permitted by British Columbia law. The Articles also permit Civeo to purchase insurance on behalf of any officer, director, employee or other agent of the company or, at its request, of another entity, for any liability arising out of that person’s actions in such capacity. Civeo has entered into indemnification agreements with each of its current directors and executive officers requiring Civeo to indemnify these individuals to the fullest extent permitted under British Columbia law against liability that may arise by reason of their service to Civeo, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, and have received a written undertaking from each such director and officer as required under British Columbia law.

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PRINCIPAL SHAREHOLDERS OF CIVEO AFTER THE ACQUISITION

After closing of the Acquisition, assuming all shares are released from escrow, current Civeo shareholders will own approximately [    ]% of the outstanding Common Shares and former Noralta shareholders will own approximately [    ]% of the outstanding Common Shares ([    ]% and [    ]% of the outstanding Common Shares by the Torgerson Trust and 989677, respectively), in each case on an as converted and fully diluted basis. If no shares are released from escrow, current Civeo shareholders will own approximately [    ]% of the outstanding Common Shares and former Noralta shareholders will own approximately [    ]% of the outstanding Common Shares, in each case on an as converted and fully diluted basis. The trustees of the Torgerson Trust are Lance Torgerson, Tammy Torgerson and Richard Torgerson. As legal title to the Common Shares and Preferred Shares to be held by the Torgerson Trust will vest in the trustees and the trustees will control and have the power to vote such shares and to exercise all rights incidental to the ownership of such shares in their capacity as the trustees of the Torgerson Trust, they may be deemed under applicable securities laws to also be the beneficial owner of such shares. Lance Torgerson is the indirect beneficial owner of all of the voting shares of 989677 and therefore may be deemed under applicable securities laws to be the beneficial owner of the Common Shares to be held by 989677.

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MARKET PRICE AND DIVIDEND INFORMATION

Civeo

Price Range of Securities

The Common Shares trade on the NYSE under the symbol “CVEO”. On November 24, 2017, the last business day prior to the announcement of the Acquisition, the Common Shares closed at $2.01. The following table includes the high and low sales prices for the Common Shares for the periods presented.

Dividends

Civeo does not currently pay any cash dividends on the Common Shares. The declaration and amount of all potential future dividends will be at the discretion of the Civeo Board and will depend upon many factors, including Civeo’s financial condition, results of operations, cash flows, prospects, industry conditions, capital requirements of Civeo’s business, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice and other factors the Civeo Board deems relevant. In addition, Civeo’s ability to pay dividends is limited by covenants in its credit agreement. Future agreements may also limit Civeo’s ability to pay dividends, and Civeo may incur incremental taxes if required to repatriate foreign earnings to pay such dividends. If Civeo elects to pay dividends in the future, the amount per share of such dividend payments may be changed, or dividends may again be suspended, without advance notice. The likelihood that dividends will be reduced or suspended is increased during periods of market weakness. There can be no assurance that Civeo will pay a dividend in the future.

Noralta

Noralta is a privately-held company, and there is no established trading market for its securities.

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UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following unaudited pro forma combined financial data, which we refer to as the pro forma financial statements, give effect to the Acquisition of Noralta to be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”) by Civeo.

The unaudited pro forma combined statements of operations have been prepared to give effect to the Acquisition as if it had been completed on January 1, 2016. The unaudited pro forma combined balance sheet has been prepared to give effect to the Acquisition as if it had been completed on September 30, 2017.

The pro forma financial statements are based on the historical audited and unaudited consolidated financial position and results of operations of Civeo and Noralta. The pro forma financial statements should be read in conjunction with the information contained in the sections entitled “The Acquisition,” “Summary – Selected Historical Financial Data of Noralta,” “Summary – Selected Historical Financial Data of Civeo” and “Annex E – Noralta Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this proxy statement and the historical consolidated financial statements and related notes appearing elsewhere in, or incorporated by reference into, this proxy statement.

Under the terms and subject to the conditions set forth in the Purchase Agreement, at closing, Civeo will acquire, directly or indirectly, all of the issued and outstanding shares of Noralta. As a result, Civeo will account for the Acquisition as an acquisition of Noralta. Accordingly, Noralta’s tangible and identifiable intangible assets acquired and liabilities assumed will be recorded at fair value at the date of completion of the Acquisition, with the excess of the purchase consideration over the fair value of Noralta’s net assets being recorded as goodwill. Valuations of property, plant and equipment and intangible and other assets acquired and liabilities assumed are preliminary as management is still reviewing the characteristics and assumptions related to Noralta’s assets acquired and liabilities assumed. Estimates and assumptions are subject to change upon finalization of these preliminary valuations at the time of consummation of the Acquisition. After consummation of the Acquisition, the completion of the valuation work could result in significantly different depreciation and amortization expenses and balance sheet classifications.

The pro forma financial statements were prepared in accordance with Article 11 of SEC Regulation S-X. The pro forma adjustments reflecting completion of the Acquisition are based upon the acquisition method of accounting in accordance with U.S. GAAP, and upon the assumptions set forth in the notes to the pro forma financial statements.

The historical financial data has been adjusted to give pro forma effect to events that are (1) directly attributable to the Acquisition, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. The pro forma financial statements do not reflect any revenue enhancements, anticipated synergies or dis-synergies, operating efficiencies or cost savings that may be achieved. The fair value adjustments applied to the assets acquired and liabilities assumed reflected in the pro forma financial data are preliminary and are based on management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed.

The pro forma adjustments included in this proxy statement are subject to modification as additional information becomes available and additional analyses are performed depending on changes in interest rates, changes in foreign currency rates, changes in share prices and the final fair value determination of the assets acquired and liabilities assumed. The final allocation of the total purchase accounting will be determined after the Acquisition is closed and after completion of thorough analyses to determine the fair value of Noralta’s tangible and identifiable intangible assets acquired and liabilities assumed as of the date the Acquisition is completed. Increases or decreases in the fair values of the net assets acquired as compared with the information shown in the pro forma financial statements may change the amount of the total purchase consideration allocated to goodwill

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and other assets and liabilities, and may impact the combined statements of operations due to adjustments in depreciation and amortization of the adjusted assets or liabilities. Any changes to Noralta’s equity, including results of operations from August 31, 2017 through the date the Acquisition is completed, will also change the purchase accounting, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the pro forma financial statements presented in this proxy statement.

The pro forma financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Acquisition been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of the combined company following the Acquisition. The actual financial position and results of operations of the combined company following the Acquisition may significantly differ from the pro forma financial statements reflected herein due to a variety of factors.

The pro forma financial statements are based upon available information and certain assumptions that management believes are reasonable.

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CIVEO CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

SEPTEMBER 30, 2017

(U.S. Dollars In Thousands)