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Press release from Filing Services Canada

Badger Files Management Information Circular and Provides Acquisition Update

Monday, March 28, 2011

Badger Files Management Information Circular and Provides Acquisition Update10:45 EDT Monday, March 28, 2011FSC / Press ReleaseBadger Files Management Information Circular and Provides Acquisition UpdateCalgary, Alberta CANADA, March 28, 2011 /FSC/ - Badger Daylighting Ltd. (BAD - TSX), ("Badger") is pleased to announce that it has filed the Management Information Circular ("Circular") for a shareholder meeting to be held on April 26, 2011 to approve a plan of arrangement (the "Plan of Arrangement") with Clean Harbors, Inc. ("Clean Harbors") whereby Clean Harbors will indirectly acquire 100% of Badger's outstanding common shares for cash consideration of $20.50 per share. The Circular has been filed on the SEDAR website ( Shareholders of record on March 24, 2011 will also receive a paper copy of the Circular by mail, unless they have previously opted to not receive shareholder materials.The ArrangementPursuant to the proposed Plan of Arrangement, (i) holders of common shares of Badger at the effective time of the Plan of Arrangement will receive in respect of each Badger common share held CAD $20.50 in cash (less any applicable withholding tax); (ii) holders of unexercised options to acquire Badger common shares will receive the amount (if any) by which CAD $20.50 exceeds the exercise price of the unexercised option (less any applicable withholding tax).The acquisition remains subject to receipt of court, regulatory and Badger shareholder approvals and other customary closing conditions, and is expected to be completed on April 29, 2011, or a later date, if all conditions to the acquisition have not yet been met on that date.Financing ArrangementsThe total consideration necessary to complete the transaction is approximately $251 million, including the assumption of approximately $29 million in net debt. The Plan of Arrangement is not conditional on Clean Harbors obtaining financing.Shareholder MeetingA special meeting of shareholders and option holders of Badger will be held at 9:00 a.m. (Calgary time) on Tuesday, April 26, 2011 to approve the Plan of Arrangement. The transaction will require approval of not less than 66 2/3 percent of the votes cast by the shareholders and option holders of Badger, voting together as a single class, at the meeting. Details on how to vote are contained in the Circular.Court Approval of the Arrangement and Completion of the ArrangementThe Plan of Arrangement requires approval by the Court of Queen's Bench of Alberta (the "Court") under section 193 of the Business Corporations Act (Alberta). Prior to the mailing of the Circular, Badger obtained an interim order of the Court which provides for the calling and holding of the special meeting of Badger shareholders and option holders and certain procedural matters. Subject to the approval of the resolution approving the Plan of Arrangement by the Badger shareholders and option holders at the special meeting, the hearing in respect of the final order to approve the Plan of Arrangement is currently scheduled to take place on April 26, 2011.Regulatory MattersImplementation of the Plan of Arrangement is also conditioned upon the filing of all required notifications, the receipt of all required approvals or the expiration of applicable waiting periods under the Competition Act. On February 11, 2011, Clean Harbors submitted to the Commissioner of Competition a request for an Advance Ruling Certificate or, in the alternative a No Action Letter and waiver of the filing requirement in lieu of providing a notification filing. About BadgerBadger is North America's largest provider of non-destructive excavating services. Badger traditionally works for contractors and facility owners in the utility and petroleum industries. Our key technology is the Badger Hydrovac, which is used primarily for safe digging in congested grounds and challenging conditions. The Badger Hydrovac uses a pressurized water stream to liquefy the soil cover, which is then removed with a powerful vacuum system and deposited into a storage tank. Badger manufactures its truck-mounted hydrovac units.Badger's business model involves the provision of excavating services through two distinct entities: the Operating Partners (franchisees in the United States and agents in Canada), and Badger Corporate. Badger Corporate works with its Operating Partners to provide Hydrovac service to the end user. In this partnership, Badger provides the expertise, the trucks, and North American marketing and administration support. The Operating Partners deliver the service by operating the equipment and developing their local markets. All work is invoiced by Badger and then shared with the Operating Partner based upon a revenue sharing formula. In certain locations Badger has established corporate run operations to market and deliver the service in the local area.About Clean HarborsClean Harbors is the leading provider of environmental, energy and industrial services and hazardous waste management services throughout North America. Clean Harbors serves over 50,000 customers, including a majority of the Fortune 500 companies, thousands of smaller private entities and numerous federal, state, provincial and local governmental agencies. Headquartered in Norwell, Massachusetts, Clean Harbors has more than 175 locations, including over 50 waste management facilities, throughout North America in 36 U.S. states, seven Canadian provinces, Mexico and Puerto Rico. Clean Harbors also operates international locations in Bulgaria, China, Singapore, Sweden, Thailand and the United Kingdom. For more information, visit Forward-looking statements This press release contains forward-looking statements which reflect Badger's current beliefs and are based on information currently available to Badger. These statements require Badger to make assumptions it believes are reasonable and are subject to inherent risks and uncertainties. Actual results and developments may differ materially from the results and developments discussed in the forward-looking statements as certain of these risks and uncertainties are beyond Badger's control. Examples of such forward-looking statements in this press release relate to, but are not limited to, Badger's ability to close the proposed sale transaction with Clean Harbors in a timely fashion, if at all. These forward-looking statements rely on certain assumptions, including, among others, Badger's and Clean Harbors' ability to obtain shareholder, lender, and regulatory approvals for the transaction. Risk factors and other uncertainties that could lead to the transaction not being completed in a timely fashion, if at all, include, but are not limited to: shareholder, lender, and regulatory approvals for the transaction not being obtained or not being obtained in a timely fashion, and the ability of Clean Harbors to make adequate financing arrangements in a timely fashion, if at all (in which case, provided all other closing conditions are satisfied, it would be obligated to pay a termination fee to Badger). The Toronto Stock Exchange has neither approved nor disapproved the information contained herein. For more information regarding this Press Release, please contact:Tor Wilson President and CEOor Greg Kelly, CA Vice President Finance and CFO 2820, 715 - 5th Avenue SW Calgary, Alberta T2P 2X6 Phone (403) 264-8500 Fax (403) 228-9773Source: Badger Daylighting Ltd. (TSX - BAD) Maximum News Dissemination by Filing Services Canada Inc.