ISS International Samuel Exploration Corp

Wenzel Downhole Tools Ltd. ("Wenzel" or "the Company") (TSX:WZL) is pleased to
inform its securityholders that the independent proxy advisory research firm,
Institutional Shareholder Services ("ISS"), has considered the revised valuation
range prepared by Raymond James Ltd. ("Raymond James") for the common shares of
Wenzel (the "Common Shares") announced by the Company on July 10, 2013, and
reconfirmed its recommendation that its clients vote "FOR" the proposed plan of
arrangement, whereby 1748017 Alberta Ltd., a subsidiary of Basin Tools, L.P.
("Basin"), will acquire all of the issued and outstanding Common Shares that
Basin does not already own (the "Arrangement"). Under the Arrangement, holders
of Common Shares (the "Shareholders") will receive, for each Common Share held,
$2.25 in cash.


ISS is widely recognized as a leading independent proxy voting and corporate
governance advisory firm. Its analyses and recommendations are relied upon by
many major institutional investment firms, mutual funds and fiduciaries
throughout North America.


As noted by ISS, on July 10, 2013 Raymond James delivered its revised valuation
and fairness opinion (the "Revised Valuation and Fairness Opinion") that as of
March 31, 2013, and based upon and subject to the assumptions and limitations
noted in the Revised Valuation and Fairness Opinion, the fair market value of
the Common Shares was in the range of $2.16 to $2.46 per Common Share.
Notwithstanding the correction to the valuation range, in the opinion of Raymond
James, based upon and subject to the assumptions and limitations contained in
the Revised Valuation and Fairness Opinion, as of June 17, 2013, the $2.25 per
Common Share in cash to be paid to the Shareholders pursuant to the Arrangement
is fair, from a financial point of view, to the Shareholders other than Basin
and its affiliates.


The value of the consideration payable under the Arrangement represents a
premium of approximately 30.8% to the volume weighted average trading price
during the three months prior to the announcement.


In again reaching a supportive recommendation, ISS concluded: 

"The Arrangement appears to be the result of the subsequent acquisition by the
company's largest shareholder and 100% of consideration will be paid by cash. In
light of the adequate premium to minority shareholders, the favorable market
reaction and absence of significant noted governance concerns, a vote FOR this
resolution is warranted." 


Wenzel would also like to remind its Shareholders, holders of options
("Optionholders") to acquire Common Shares and the holder of series 1 preferred
shares of Wenzel (collectively, the "Securityholders") that its special meeting
has been postponed to July 30, 2013 (the "Reconvened Meeting") to be held at the
Imperial Ballroom at Hyatt Regency Calgary at 700 Centre Street S.E., Calgary,
Alberta, Canada at 10:00 a.m. (Calgary time). At the Reconvened Meeting, the
Securityholders will be asked to vote on a special resolution (the "Special
Resolution") to approve the Arrangement.


The members of the board of directors of the Company voting on the resolution
reconfirm, and unanimously recommend that the Shareholders and Optionholders
vote "FOR", the Special Resolution in respect of the Arrangement.


Wenzel mailed its management proxy circular dated June 17, 2013 (the
"Information Circular") to Securityholders on June 19, 2013, and an addendum to
the Information Circular dated July 16, 2013 on July 17, 2013 (the "Addendum"),
copies of which are available under the Company's profile on SEDAR at
www.sedar.com. For convenience purposes only, a duplicate proxy reflecting the
date of the Reconvened Meeting accompanied the Addendum (the "Duplicate Proxy").



Finally, we would like to thank those Securityholders who have already voted. If
a Securityholder has not already submitted his/her/its proxy or wishes to change
his/her/its vote on the Special Resolution, such Securityholder should complete
and sign the Duplicate Proxy and return it to Computershare Trust Company of
Canada, 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention:
Proxy Department by mail no later than 10:00 a.m. (Calgary time) on July 26,
2013, or at least 48 hours (other than a Saturday, Sunday or holiday) prior to
the time set for any adjournment or postponement of the Reconvened Meeting.
Registered Shareholders and Optionholders may also use the internet site
www.investorvote.com to transmit their voting instructions.


We look forward to Securityholders participating and voting on the business to
be conducted at the Reconvened Meeting. Every vote is important. Regardless of
the number of securities owned, we encourage every Securityholder to
participate. 


FURTHER INFORMATION

The Addendum and the Information Circular are important and require your
immediate attention. They require Securityholders to make important decisions.
If you are in doubt as to how to make such decisions, please contact your
financial, legal, tax or other professional advisor. If you are a Securityholder
of Wenzel and have any questions or require more information, or require a copy
of the Information Circular, please contact Wenzel's proxy solicitation agent,
CST Phoenix Advisors, by (1) toll-free telephone in North America at
1-800-761-6534 or collect call at 201-806-2222, or (2) by email at
inquiries@phoenixadvisorscst.com, regarding matters to be considered at the
Reconvened Meeting and/or regarding the procedure for voting your securities,
whether acquired before OR AFTER the record date of June 10, 2013.


ABOUT WENZEL DOWNHOLE TOOLS LTD.

The Company designs, manufacturers, sells and rents downhole drilling tools for
use in the oil and gas industry, operating in Canada, the United States and
internationally. The Company's Common Shares trade on the TSX under the symbol
"WZL". 


The Company's Canadian sales, manufacturing and servicing facilities are located
in Edmonton, Alberta and its sales and servicing facilities are located in
Conroe, Texas; Odessa, Texas; Morgantown, West Virginia; Casper, Wyoming;
Oklahoma City, Oklahoma; and Celle, Germany. The corporate office is located in
Calgary, Alberta.


FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release constitute "forward-looking
statements". These statements are based on current beliefs and assumptions of
management, however are subject to known and unknown risks, uncertainties and
other factors that may cause actual results to differ materially from the
forward-looking statements in this press release.


Forward-looking statements in this press release may include, without
limitation, completion of the Arrangement. In addition to other expectations and
assumptions which may be identified in this press release, assumptions have been
made regarding and are implicit in, among other things, the timely receipt of
any required regulatory approvals (including Court and Shareholder approvals).
Readers are cautioned that the foregoing list is not exhaustive of all
expectations and assumptions which have been used. Although the Company believes
that the expectations and assumptions on which the forward-looking statements
are based are reasonable, undue reliance should not be placed on the
forward-looking statements because the Company can give no assurance that they
will prove to be correct. Since forward-looking statements address future events
and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. For additional information
with respect to certain of these beliefs, assumptions, risks and uncertainties,
please refer to The Company's Annual Information Form for fiscal 2012 available
on SEDAR at http://www.sedar.com. . Forward-looking statements are based on
estimates and opinions of management of the Company at the time the statements
are presented. The Company may, as considered necessary in the circumstances,
update or revise such forward-looking statements, whether as a result of new
information, future events or otherwise, but the Company undertakes no
obligation to update or revise any forward-looking statements, except as
required by applicable securities laws.


(i)Permission to use quotations from the ISS report was neither sought nor
obtained. 


THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY AND ACCURACY OF THIS NEWS RELEASE


FOR FURTHER INFORMATION PLEASE CONTACT: 
CST Phoenix Advisors
Toll-free telephone in North America: 1-800-761-6534
Collect call: 1-201-806-2222
inquiries@phoenixadvisorscst.com

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