EX-99.C6 6 d823479dex99c6.htm EX-99.C6 EX-99.C6

CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Exhibit (c)(6) March 6, 2024 Project Dagny Discussion Materials Reflects market data as of: March 5, 2024 CONFIDENTIAL PIPER SANDLER | 1


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Disclaimer Piper Sandler & Co. ( Piper Sandler or “PSC”) has prepared and provided these materials and any related materials (the Confidential Materials ) solely for the use of the Special Committee of the Board of Directors (the “Special Committee ) of Superior Drilling Products, Inc. (the Company,“ “Dagny,” or “you”) in connection with its consideration of the contemplated transaction. Without Piper Sandler's prior written consent, the Confidential Materials may not be circulated or referred to publicly, disclosed to, published, relied upon by any other person, or used or relied upon for any other purpose except as required by applicable securities laws and regulations and any applicable rules of any stock exchange. Notwithstanding anything herein to the contrary, the Company may disclose to any person the U.S. federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Piper Sandler imposing any limitation of any kind. The Confidential Materials, including this disclaimer, are subject to, and governed by, any written agreement between the Company and Piper Sandler. Piper Sandler, engages directly or through its affiliates, in various activities, including institutional brokerage and investment and wealth management for individuals and institutions. You understand that this engagement does not prevent Piper Sandler or its affiliates from actively trading the debt and equity securities (or related derivative securities) of third parties, the Company, or other companies which may be the subject of the engagement (for their own account or for the accounts of their customers) or from representing or otherwise providing financial services to third parties, including competitors of the Company. In preparing the Confidential Materials, Piper Sandler has relied upon and assumed, without assuming any responsibility for investigation or independent verification of the accuracy and completeness of all information that is available from public sources as well as all other information supplied to it by, or on behalf of, the Company and/or other sources, including tax, accounting, legal and other information provided to, discussed with or reviewed by Piper Sandler. Piper Sandler is not in any respect responsible for verifying the accuracy or completeness of any such information, conducting any appraisal or valuation of assets or liabilities of any party to the contemplated transaction, or advising or opining on any solvency or viability issues. As such, Piper Sandler does not assume any liability for the accuracy or completeness of such information. These materials are not intended to provide the sole basis for evaluating the contemplated transaction or any other matter, andshouldbeconsideredbythe Special Committeeas only one factor in discharging its fiduciary and other decision making duties. PIPER SANDLER | 2


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Disclaimer (cont’d) Piper Sandler does not provide accounting, tax, legal or regulatory advice. Piper Sandler's role in any due diligence review is limited solely to performing such review as it shall deem necessary to support its own advice and analysis and shall not be on behalf or for the benefit of the Company, or any of its investors, creditors or any transaction counterparty. Forecasts of future results have been provided by the Company to Piper Sandler for use in its analyses. These forecasts are not necessarily indicative of actual future results, which may be significantly more or less favorable than such forecasts, and as such, analyses performed by Piper Sandler based on Company forecasts may not prove to be accurate. Accordingly, Piper Sandler does not assume responsibility for the accuracy or completeness of Company forecasts or the analyses Piper Sandler performs based on these forecasts. The Confidential Materials do not address the underlying business decision of the Company and the Special Committee to engage in the contemplated transaction or any other contemplated transaction, or the relative merits of any strategic alternative referred to herein as compared to any other alternative that may be available to the Company. The Confidential Materials are necessarily based on economic, monetary, market and other conditions as in effect on, and the information made availabletoPiper Sandlerasof, thedateofsuchConfidential Materials and Piper Sandler assumes no responsibility for updating or revising the Confidential Materials. PIPER SANDLER | 3


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Table of Contents I. Transaction Overview II. Dagny Summary Financial Information III. Galt Company Overview IV. Dagny Valuation Analysis V. Galt Valuation Analysis VI. Appendix - Additional Reference Information PIPER SANDLER | 4


CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION I. Transaction Overview PIPER SANDLER | 5


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Selected Terms of the Transaction n Galt will acquire all of the issued and outstanding shares of common stock, par value $0.001 per share, of Dagny ( Dagny Common Stock ) pursuant to a merger process, in accordance with the terms of a Merger Agreement, for purposes of this analysis, the most recent version of which is dated March 5, 2024 (the Merger Agreement ), and such transaction (the Merger ) n In the Merger, the holders of shares of Dagny Common Stock (the Dagny Shareholders ) will have the option to receive either (i) $1.00 in cash for each share of Dagny Common Stock held by the Dagny Shareholder (the Cash Consideration ), (ii) 0.313 shares of common stock of Galt ( Galt Common Stock ) for each share of Dagny Common Stock held by the Dagny Shareholder (the Stock Consideration ), or (iii) some combination of both Offer & Implied n A maximum of 15,480,000 shares of Dagny Common Stock are eligible to receive shares of Galt Common Stock (48.1% of Valuation total Dagny diluted shares outstanding) n Each option to acquire shares of Company Common Stock that is held by an “employee” (as defined in the Agreement) shall be assumed by Parent pursuant to the terms of the Agreement. Each such option held by a non-employee that is in- the-money will receive the net spread between the $1.00 Cash Consideration per share price and the exercise price, and each such non-employee option that is out-of-the-money will be cancelled in the initial Merger n In the event elections for Stock Consideration and Cash Consideration are outside a predetermined maximum / minimum, there will be a forced conversion to Cash Consideration or Stock Consideration on a prorated basis in order to protect the tax treatment of the Transaction n Not subject to financing contingency Financing n Funded from cash on hand n Two-step merger process: initial Merger provides consideration to Dagny Shareholders Structure n Rule 13e-3 transaction Representations n Customary sets of reps and warranties for each of Dagny and Galt and Warranties n Reps and warranties will not survive the completion of the initial Merger n Customary “no shop” provision, no “go shop” Deal Protection n Fiduciary out for superior proposal and Termination n Force the vote covenant Rightsn Breakup fee payable by Dagny equal to $987,715.77 in the event the transaction is terminated to accept a superior proposal n A majority of outstanding Dagny shares must vote to approve the Merger Agreement n No vote by holders of Galt Common Stock is required Conditions & n Certain Dagny Shareholders, collectively owning approximately 40% of Dagny Common Stock, will be required to enter Approvals into agreements to vote their shares of Dagny Common Stock in favor of approval of the initial Merger n Other customary conditions (including no Dagny MAE) 1) See draft merger agreement dated March 5, 2024 for complete terms and conditions Note: Piper Sandler has not analyzed the value or dilutive impact of Dagny’s stock options, including (1) stock options to be settled in cash at close, (2) stock options Dagny PIPER SANDLER | 6 and Galt have mutually agreed to permit to roll over to Galt options and (3) out-of-the-money options not rolling over to Galt that will be canceled at close


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Offer Valuation Summary See the following page for detail on (Dollar and share amounts in millions, except per share amounts) offer consideration mix Dagny Common Offer Offer (2) Stock At Market (Maximum Cash) (Maximum Stock) Price per Share of Dagny Common Stock ($1.00 All Cash Offer or 0.313 Exchange Ratio) $ 0.72 $ 0.99 $ 0.99 (3) Shares of Dagny Common Stock Outstanding 30.4 30.4 30.4 (4) Plus: Unvested RSUs 1.8 1.8 1.8 (5) Fully Diluted Shares of Dagny Common Stock 32.2 32.2 32.2 Implied Dagny Equity Value $ 23.1 $ 31.8 $ 31.7 Debt 2.2 2.2 2.2 Less: Cash (2.7) (2.7) (2.7) Dagny Net Debt (Excl. Tronco) (0.4) (0.4) (0.4) (6) Less: Tronco Note (6.7) (6.7) (6.7) Dagny Net Debt (7.1) (7.1) (7.1) Implied Dagny Enterprise Value $ 16.0 $ 24.7 $ 24.6 Plus: Estimated Transaction Costs and Change of Control Payments 4.0 4.0 Implied Dagny Transaction Value $ 28.7 $ 28.6 (7) Implied Multiples (Implied Dagny Enterprise Value / EBITDA) Dagny Metric Multiple Multiple Multiple (8) EV / LTM EBITDA $ 6.7 2.4x 3.7x 3.7x EV / 2023E EBITDA 5.7 2.8x 4.3x 4.3x EV / 2024P EBITDA 8.1 2.0x 3.0x 3.0x Historical Stock Price of Dagny Common Stock Offer Premium Offer Premium Closing Share Price (03/05/24) $ 0.72 37.7% 37.5% 10-Day VWAP 0.71 39.0% 38.7% 30-Day VWAP 0.72 37.8% 37.6% 60-Day VWAP 0.73 35.8% 35.5% 52-Week High (07/21/23) 1.80 (45.1%) (45.2%) 52-Week Low (11/13/23) 0.62 59.3% 59.0% 1) Source: Dagny Management-provided information, public filings and Capital IQ as of March 5, 2024. Balance sheet be settled in cash at close, (2) stock options Dagny and Galt have mutually agreed to permit to roll over to Galt (unaudited) as of December 31, 2023 per Dagny Management-provided information options and (3) out-of-the-money options not rolling over to Galt that will be canceled at close 2) Market price of Dagny Common Stock as of March 5, 2024 6) Reflects the undiscounted balance of the Tronco Note, including accrued interest, as of December 31, 2023 per 3) Shares of Dagny Common Stock outstanding as of December 31, 2023 per Dagny Management-provided Dagny Management-provided information information 7) Dagny-Management provided information 4) Includes ~1.8M unvested RSUs that will vest upon change of control; per Dagny Management-provided information 8) LTM as of September 30, 2023 as provided to Piper Sandler on March 5, 2024 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common 5) Piper Sandler has not analyzed the value or dilutive impact of Dagny’s stock options, including (1) stock options to Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 7


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Pro Forma Ownership and Implied Equity Consideration (Dollar and share amounts in millions, except per share amounts) Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares Analysis assumes the value of stock consideration must be at least 41.0% of the Maximum of 4,845,240 shares of Galt Common total value of consideration received by Dagny equity. At the current spot share Stock are available for issuance to Dagny Common price of Galt Common Stock and assuming a 0.313 exchange ratio, this Stock (i.e. 15,480,000 Dagny shares are eligible for translates to at least ~41.7% of diluted shares of Dagny Common Stock exchange for shares of Galt Common Stock in the outstanding electing to exchange for shares of Galt merger assuming a 0.313 exchange ratio) % of Shares of Dagny Common Stock Exchanged for Shares of Galt Common Stock 41.7% 43.3% 44.9% 46.5% 48.1% Cash Offer Price per share of Dagny Common Stock $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Shares of Galt Common Stock Offered per Share of Dagny Common Stock 0.313 0.313 0.313 0.313 0.313 Shares of Dagny Common Stock Exchanged for Cash 18.8 18.2 17.7 17.2 16.7 Shares of Dagny Common Stock Exchanged for Shares of Galt Common Stock 13.4 13.9 14.5 15.0 15.5 (2)(3) Fully Diluted Shares of Dagny Common Stock 32.2 32.2 32.2 32.2 32.2 Implied Consideration to Dagny Equity Shares of Galt Common Stock Issued to Dagny Stockholders 4.2 4.4 4.5 4.7 4.8 Galt Share Price (03/05/2024) $ 3.10 $ 3.10 $ 3.10 $ 3.10 $ 3.10 Stock Consideration $ 13.0 $ 13.5 $ 14.0 $ 14.5 $ 15.0 Value of Stock Consideration as a Percent of Total Consideration 41.0% 42.6% 44.2% 45.7% 47.3% Cash Consideration 18.8 18.2 17.7 17.2 16.7 Total Consideration to Dagny Equity $ 31.8 $ 31.8 $ 31.8 $ 31.8 $ 31.7 Implied Dagny Offer Price per Share $ 0.99 $ 0.99 $ 0.99 $ 0.99 $ 0.99 Pro Forma Shares of Galt Common Stock Outstanding (4) Fully Diluted Shares of Galt Common Stock Outstanding 29.8 29.8 29.8 29.8 29.8 Shares of Galt Common Stock Issued to Dagny 4.2 4.4 4.5 4.7 4.8 Total Pro Forma Shares of Galt Common Stock Outstanding 34.0 34.2 34.4 34.5 34.7 Pro Forma Ownership Historical Holders of Galt Common Stock Pro Forma Ownership of Galt 88% 87% 87% 86% 86% Dagny Pro Forma Ownership 12% 13% 13% 14% 14% 1) Source: Dagny Management-provided information, public filings and Capital IQ as of March 5, 2024 roll over to Galt options and (3) out-of-the-money options not rolling over to Galt that will be canceled 2) The number of fully diluted shares of Dagny Common Stock includes 1.8M unvested RSUs that will vest at close PIPER SANDLER | 8 upon change of control; per Dagny Management-provided information as provided to Piper Sandler on 4) Fully diluted shares of Galt Common Stock includes dilution from outstanding stock options using treasury March 5, 2024 stock method; based on Galt-provided stock options listing as of February 19, 2024 3) Piper Sandler has not analyzed the value or dilutive impact of Dagny’s stock options, including (1) stock Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny options to be settled in cash at close, (2) stock options Dagny and Galt have mutually agreed to permit to Common Stock outstanding and receive the same consideration election as ordinary shares


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Transaction Exchange Ratio Analysis (All Stock Basis) (3) VWAP Offer Premium (1) 1-day 33% (2) 10-day 34% 30-day 29% 60-day 35% 1) Calculated as market spot price of Dagny Common Stock divided by market spot price of Galt Common Stock; market spot prices sourced from Capital IQ as of March 5, 2024 2) Calculated as the 30-day rolling VWAP of Dagny Common Stock divided by the 30-day rolling VWAP of Galt Common Stock PIPER SANDLER | 9 3) Offer premium calculated using offer exchange ratio and market exchange ratio equal to VWAP of Dagny Common Stock divided by VWAP of Galt Common Stock; VWAP as of March 5, 2024


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Transaction Share Price Analysis (All Cash Basis) (1) VWAP Offer Premium 1-day 39% 10-day 41% 30-day 40% 60-day 37% 1) Offer premium calculated using cash offer per Dagny share and Dagny VWAP as of March 5, 2024; market data sourced from Capital IQ as of March 5, 2024 PIPER SANDLER | 10


CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION II. Dagny Summary Financial Information PIPER SANDLER | 11


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Dagny Historical and Projected Income Statement (Dollars in millions) (1) (1) (2) Historical Prelim. Projected 2020 2021 2022 2023E 2024P 2025P 2026P 2027P 2028P Revenue $ 10.5 $ 13.3 $ 19.1 $ 21.0 $ 25.8 $ 32.0 $ 36.1 $ 40.2 $ 44.5 Revenue Growth 27% 43% 10% 23% 24% 13% 11% 11% Cost of Sales 5.1 5.7 8.3 8.2 9.8 12.0 13.3 14.6 15.7 Gross Profit $ 5.4 $ 7.7 $ 10.8 $ 12.8 $ 16.0 $ 20.0 $ 22.8 $ 25.6 $ 28.7 Gross Margin 51% 57% 56% 61% 62% 62% 63% 64% 65% SG&A 6.4 6.2 7.3 9.6 9.7 10.6 11.2 11.9 12.6 EBITDA $ (1.0) $ 1.5 $ 3.4 $ 3.1 $ 6.3 $ 9.4 $ 11.5 $ 13.7 $ 16.2 EBITDA Margin (10%) 11% 18% 15% 24% 29% 32% 34% 36% (3) Plus: Adjustments 1.1 1.2 1.8 2.5 1.8 1.3 1.3 1.3 1.3 Adj. EBITDA $ 0.1 $ 2.6 $ 5.3 $ 5.7 $ 8.1 $ 10.7 $ 12.9 $ 15.1 $ 17.5 Adj. EBITDA Margin 1% 20% 28% 27% 31% 33% 36% 37% 39% D&A 2.8 2.1 1.5 1.4 1.3 1.4 1.5 1.6 1.7 Adj. EBIT $ (2.7) $ 0.5 $ 3.8 $ 4.3 $ 6.7 $ 9.3 $ 11.4 $ 13.5 $ 15.8 Adj. EBITDA Less Capex Adj. EBITDA $ 0.1 $ 2.6 $ 5.3 $ 5.7 $ 8.1 $ 10.7 $ 12.9 $ 15.1 $ 17.5 Growth Capex $ (3.3) $ (3.9) $ (0.7) $ (0.3) $ (0.3) $ (1.8) $ (2.2) Maintenance Capex (0.1) (0.1) (0.1) (0.2) (0.2) (0.2) (0.2) Less: Total Capex $ (1.2) $ (0.9) $ (3.4) $ (4.1) $ (0.8) $ (0.4) $ (0.5) $ (2.0) $ (2.4) Adj. EBITDA Less Capex $ (1.0) $ 1.8 $ 1.9 $ 1.6 $ 7.3 $ 10.3 $ 12.3 $ 13.0 $ 15.1 1) Source: Dagny Management-provided internal company financials 2) Source: Dagny Management-provided forecast PIPER SANDLER | 12 3) Adjustments include IP litigation expense, employee severance costs, non-cash bonuses, stock-based compensation expense and other expenses


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Balance Sheet as of December 31, 2023 (Dollars in millions) Assets Liabilities And Shareholders' Equity Cash And Equivalents $ 2.7 Accounts Payable $ 1.5 Accrued Expenses 0.9 (2) Accounts Receivable $ 3.0 Income Taxes Payable 0.6 (3) Less: Accounts Receivable Sold to Vast Bank (0.3) Current Portion of Operating Lease Liability 0.1 Accounts Receivable, Net $ 2.7 Current Portion of Vernal Facility Leaseback 0.1 Current Portion of Long Term Debt 0.6 Total Current Liabilities $ 3.8 Inventory $ 2.7 Income Tax Receivable 0.4 Prepaid Expenses 0.3 Long Term Operating Lease Liability $ 0.3 Total Current Assets $ 8.8 Long Term Portion of Vernal Facility Leaseback 4.0 Long Term Deferred Liability (Utah State Grant) 0.7 Property & Equipment, Gross $ 23.2 Long Term Debt 1.6 Total Liabilities $ 10.4 Accumulated Depreciation (11.9) Property & Equipment, Net $ 11.2 Right of Use Assets 0.5 Other Assets 0.2 Shareholders' Equity 10.3 Total Assets $ 20.6 Total Liabilities And Equity $ 20.6 Tronco Note receivable balance is zero on balance sheet, as it is fully reserved 1) Source: Dagny Management-provided balance sheet (unaudited) for month ended December 31, 2023 2) Includes international accounts receivable accruals PIPER SANDLER | 13 3) Accounts receivables sold to Dagny’s lender, Vast Bank, as part of accounts receivable purchase program


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Capitalization as of December 31, 2023 (Dollars in millions) Cash and Equivalents Zero balance on balance (2) Tronco Note Receivable $ 6.70 sheet, as it is fully reserved Cash 2.67 Total Cash and Equivalents $ 9.37 Debt Vast Bank Term Loan, Net of Loan Discount $ 1.52 Vehicle Financing 0.01 Insurance Premium Financing 0.20 Equipment Financing - U.S. Bank 0.02 Equipment Financing - Mazak 0.50 Total Debt $ 2.25 Net Debt $ (7.13) 1) Source: Dagny Management-provided financial model and balance sheet (unaudited) information 2) Reflects Tronco Note balance, including accrued interest, as of December 31, 2023 per Dagny Management-provided information PIPER SANDLER | 14


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Price of Dagny Common Stock Since IPO May 22, 2023 Dagny issues press release announcing Piper Sandler’s engagement as Dagny’s financial advisor to evaluate strategic alternatives 1) Source: Capital IQ as of March 5, 2024; Dagny began trading on May 23, 2014 following the Company’s IPO PIPER SANDLER | 15


CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION III. Galt Company Overview PIPER SANDLER | 16


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Galt Historical and Projected Income Statement (Dollars in millions) (1) (1)(2) (2) Historical Prelim. Projected 2020 2021 2022 2023E 2024P 2025P Revenue $ 67.6 $ 77.4 $ 129.6 $ 152.2 $ 169.1 $ 191.3 Revenue Growth 14% 67% 17% 11% 13% Cost of Sales 19.7 23.7 33.0 35.7 41.8 48.9 Gross Profit $ 47.9 $ 53.7 $ 96.6 $ 116.5 $ 127.2 $ 142.3 Gross Margin 71% 69% 75% 77% 75% 74% SG&A 36.0 34.8 49.4 56.7 59.8 63.9 Corporate Costs 3.6 3.2 6.0 8.8 12.8 14.4 Adj. EBITDA $ 8.3 $ 15.7 $ 41.2 $ 51.0 $ 54.6 $ 64.0 EBITDA Margin 12% 20% 32% 34% 32% 33% D&A 26.7 21.7 19.7 20.1 24.3 31.7 Adj. EBIT $ (18.4) $ (6.0) $ 21.4 $ 30.9 $ 30.3 $ 32.2 Adj. EBITDA Less Capex Adj. EBITDA $ 8.3 $ 15.7 $ 41.2 $ 51.0 $ 54.6 $ 64.0 Less: Capex (6.3) (11.4) (24.1) (45.5) (34.5) (34.2) Adj. EBITDA Less Capex $ 2.0 $ 4.4 $ 17.1 $ 5.5 $ 20.1 $ 29.7 (3) Note: Total Positive (Negative) EBITDA Adjustments $ 0.9 $ 0.3 $ (3.8) $ 2.7 $ 3.2 $ 3.2 1) Source: Galt-provided internal company financials 2) Source: Galt-provided forecast modified by Dagny Management PIPER SANDLER | 17 3) Adjustments include stock option expense, monitoring fees, employee retention credit and other expenses


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Balance Sheet as of December 31, 2023 (Dollars in millions) Assets Liabilities And Shareholders' Equity Cash And Equivalents $ 6.3 Accounts Payable $ 7.8 Accounts Receivable, Net 29.6 Accrued Expenses and Other Current Liabilities 10.6 Inventory, Net 5.0 Current Portion of Operating Lease Liabilities 4.0 Total Current Liabilities $ 22.3 Prepaid Expense & Other Current Assets 4.6 Investments - Equity Securities 0.9 Total Current Assets $ 46.4 Operating Lease Liabilities, Less Current Portion $ 14.9 Deferred Tax Liabilities, Net 6.6 Property, Plant & Equipment, Net $ 65.8 Total Liabilities $ 43.8 Operating Lease Right-Of-Use Asset 18.8 Intangible Assets, Net 0.2 Deferred Financing Costs, Net 0.4 Deposits and Other Long-Term Assets 0.9 Shareholders' Equity 88.7 Total Assets $ 132.5 Total Liabilities And Equity $ 132.5 1) Source: Galt Management-provided balance sheet (unaudited) for month ended December 31, 2023 PIPER SANDLER | 18


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Capitalization as of December 31, 2023 (Dollars in millions) Net Debt Galt has zero debt outstanding as of Debt $ - December 31, 2023 Less: Cash and Equivalents (6.3) Net Debt $ (6.3) 1) Source: Galt Management-provided balance sheet (unaudited) PIPER SANDLER | 19


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Ownership Breakdown (Share counts in millions) Shares of Galt Common Stock Outstanding % of Total Hicks Equity Partners Entities 16.9 56.9% Fifth Partners 6.3 21.1% Management 4.1 13.8% Board 0.7 2.2% Other Shareholders 1.8 6.1% Total Shares Outstanding* 29.8 100.0% *Percentages do not sum due to rounding 1) Source: Galt-provided information; total shares of Galt Common Stock outstanding as of November 14, 2023 per Q3 2023 10-Q filing PIPER SANDLER | 20


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Price of Galt Common Stock Since Galt Began Trading 1) Source: Capital IQ as of March 5, 2024; Galt began trading on June 21, 2023 following completion of reverse merger with ROC Energy Acquisition Corp. PIPER SANDLER | 21


CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION IV. Dagny Valuation Analysis PIPER SANDLER | 22


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION For Reference Dagny Valuation Summary Only Precedent Discounted 52 Week Comparable Public Companies (2) Transactions Cash Flow Hi-Lo (1) EBITDA Free Cash Flow EBITDA Consolidated 52 Week (Implied Share Price) $2.50 $2.25 $2.14 $2.00 07/21/23 $1.80 $1.75 $1.66 $1.62 $1.50 $1.52 $1.29 Dagny At Offer (3) $1.25 (Max Cash): $1.24 $0.99 $1.07 $1.07 $1.02 $0.96 $1.06 $1.00 $0.95 Dagny At Offer $1.01 $0.93 (4) $0.91 $0.88 (Max Stock): $0.99 $0.75 $0.66 $0.61 $0.62 Dagny Market Spot $0.50 Price: 11/13/23 $0.72 $0.25 $0.00 (5) (6) LTM Q3'23 2023P 2024P LTM Q3'23 2023P 2024P Last Hist. Next Proj. @ 1/1/24 (7) Dagny Metric ($M) $6.7 $5.7 $8.1 $2.9 $1.6 $7.3 $5.7 $8.1 Maximum 5.6x 7.0x 6.4x 20.9x 15.8x 8.9x 7.8x 5.5x WACC / EM 75th Percentile 4.9x 5.0x 4.7x 8.8x 9.2x 7.8x 5.3x 4.5x H: 19.1% / 5.0x L: 23.1% / 3.0x Average 4.1x 4.2x 4.1x 8.2x 8.7x 6.4x 4.5x 3.4x Median 4.0x 3.9x 4.2x 7.4x 7.6x 6.2x 4.0x 3.2x 25th Percentile 3.5x 3.5x 3.3x 5.4x 6.5x 4.9x 3.8x 2.3x Minimum 1.6x 1.7x 1.6x 3.9x 5.7x 4.3x 2.1x 1.8x Dagny At Market 2.4x 2.8x 2.0x 5.5x 9.8x 2.2x 2.8x 2.0x Maximum (3) Dagny At Offer 3.7x 4.3x 3.0x 8.5x 15.1x 3.4x 4.3x 3.0x th 75 Percentile 1) Free cash flow defined as adj. EBITDA less capex 2) Analysis does not account for any potential future payments from the Stabil Drill IP litigation Avg./Median (Labeled) 3) Assumes all shares of Dagny Common Stock eligible to select Cash Consideration v. Stock Consideration are exchanged for cash (i.e. maximum Cash Consideration is received) 4) Assumes all shares of Dagny Common Stock eligible to select Cash Consideration v. Stock Consideration are exchanged for stock (i.e. maximum Stock Consideration is received) th 25 Percentile 5) Most recent historical or expected EBITDA metric disclosed for deal; 2023E used for Dagny metric 6) Next full-year projected EBITDA disclosed for deal; 2024P used for Dagny metric Minimum 7) Source: Dagny Management-provided internal company financials and Dagny Management-provided forecast; LTM Q3’23 capex per public filings Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 23


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION For Reference Dagny Valuation Summary (Cont’d) Only Precedent Discounted 52 Week (1) Comparable Public Companies (1) (2)(3) (1) Transactions Cash Flow Hi-Lo (4) EBITDA Free Cash Flow EBITDA Consolidated 52 Week (Implied Exchange Ratio) 0.800 0.700 07/21/23 0.600 0.581 0.535 0.500 0.524 0.415 0.400 0.374 Offer 0.401 0.346 0.345 Exchange Ratio: 0.328 0.341 0.308 0.313 0.310 0.300 0.327 0.301 0.293 0.284 Market (5) Exchange Ratio: 0.213 0.231 0.200 0.195 0.200 11/13/23 0.163 0.100 0.000 (6) (7) LTM Q3'23 2023P 2024P LTM Q3'23 2023P 2024P Last Hist. Next Proj. @ 1/1/24 Closing (8) Dagny Metric ($M) $6.7 $5.7 $8.1 $2.9 $1.6 $7.3 $5.7 $8.1 Dagny WACC / EM Maximum 5.6x 7.0x 6.4x 20.9x 15.8x 8.9x 7.8x 5.5x H: 19.1% / 5.0x 75th Percentile 4.9x 5.0x 4.7x 8.8x 9.2x 7.8x 5.3x 4.5x L: 23.1% / 3.0x Average 4.1x 4.2x 4.1x 8.2x 8.7x 6.4x 4.5x 3.4x Galt Median 4.0x 3.9x 4.2x 7.4x 7.6x 6.2x 4.0x 3.2x WACC / EM H: 14.2% / 5.0x 25th Percentile 3.5x 3.5x 3.3x 5.4x 6.5x 4.9x 3.8x 2.3x L: 18.2% / 3.0x Minimum 1.6x 1.7x 1.6x 3.9x 5.7x 4.3x 2.1x 1.8x Dagny At Market 2.4x 2.8x 2.0x 5.5x 9.8x 2.2x 2.8x 2.0x Maximum (9) Dagny At Offer 3.7x 4.3x 3.0x 8.5x 15.1x 3.4x 4.3x 3.0x th 75 Percentile 1) Implied exchange ratio calculated using current market spot price per share of Galt Common Stock of 6) Most recent historical or expected EBITDA metric disclosed for deal; 2023E used for Dagny metric $3.10 as of March 5, 2024 7) Next full-year projected EBITDA disclosed for deal; 2024P used for Dagny metric Avg./Median (Labeled) 2) High implied exchange ratio calculated using highest DCF implied per share price for Dagny and lowest 8) Source: Dagny Management-provided internal company financials and Dagny Management-provided th DCF implied per share price for Galt; low implied exchange ratio calculated using lowest DCF implied forecast; LTM Q3’23 capex per public filings 25 Percentile per share price for Dagny and highest DCF implied per share price for Galt 9) Assumes all shares of Dagny Common Stock eligible to select Cash Consideration v. Stock 3) Analysis does not account for any potential future payments from the Stabil Drill IP litigation Consideration are exchanged for cash (i.e. maximum Cash Consideration is received) Minimum 4) Free cash flow defined as adj. EBITDA less capex Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of 5) Spot price per share of Dagny Common Stock divided by spot price per share of Galt Common Stock Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 24


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Comparable Public Companies Analysis as of March 5, 2024 n Selected publicly-traded companies specializing in upstream equipment and services that (i) have a market capitalization less than $1 billion and (ii) (2) provide products or services used in land drilling and completion end markets Capitalization Enterprise Value To: (3) (5) Market Enterprise EBITDA Free Cash Flow 2023P Metrics (4) (5) (4) (5) ($ in millions except per share amounts) Equity Value Value LTM 2023P 2024P LTM 2023P 2024P EBITDA Revenue Cathedral Energy Services $ 16 4 $ 248 n/a 3.7x 2.8x n/a 7.8x 4.7x $ 67 $ 400 DMC Global 34 7 607 5.6x 5.4x 6.4x 6.4x 6.2x 8.9x 113 719 (6) Drilling Tools International ( Galt ) 92 86 1.6x 1.7x 1.6x 9.0x 15.8x 4.3x 51 152 (7) Forum Energy Technologies 23 8 481 4.0x n/a 4.4x 4.3x n/a n/a n/a n/a Hunting 70 8 720 n/a 7.0x 5.6x n/a 9.0x 7.8x 104 929 (8) KLX Energy Services 12 9 364 n/a 2.6x 2.7x n/a n/a 4.9x 141 n/a NCS Multistage 39 54 3.4x 3.7x 4.5x 3.9x n/a n/a 15 147 Nine Energy Services 79 386 4.9x 6.1x 5.1x 8.9x 9.3x 7.6x 64 609 Oil States International 35 2 441 4.9x 4.9x 4.7x 7.5x 7.4x 8.2x 90 782 Phoenix Technology Services 33 7 356 3.8x 3.7x 3.4x 8.4x 7.4x 7.0x 98 497 Ranger Energy Services 26 3 259 3.1x 3.1x 3.3x 5.1x 5.7x n/a 82 637 Schoeller-Bleckmann 71 0 701 5.2x 4.5x 4.2x 7.3x 5.8x 5.4x 155 644 Solaris Oilfield Infrastructure 36 3 392 4.0x 4.1x 4.2x 20.9x 12.4x 4.9x 96 293 Minimum 1.6x 1.7x 1.6x 3.9x 5.7x 4.3x $ 15 $ 147 25th Percentile 3.5x 3.5x 3.3x 5.4x 6.5x 4.9x 66 346 Median 4.0x 3.9x 4.2x 7.4x 7.6x 6.2x 93 609 Average 4.1x 4.2x 4.1x 8.2x 8.7x 6.4x 90 528 75th Percentile 4.9x 5.0x 4.7x 8.8x 9.2x 7.8x 106 681 Maximum 5.6x 7.0x 6.4x 20.9x 15.8x 8.9x 155 929 (9) Dagny - At Market $ 23 $ 16 2.4x 2.8x 2.0x 5.5x 9.8x 2.2x $ 6 $ 21 (9)(10) Dagny - At Offer $ 32 $ 25 3.7x 4.3x 3.0x 8.5x 15.1x 3.4x $ 6 $ 21 Implied per Share Price of Dagny Common Stock Minimum $ 0.56 $ 0.52 $ 0.62 $ 0.57 $ 0.51 $ 1.19 25th Percentile 0.96 0.84 1.06 0.71 0.55 1.33 Median 1.06 0.91 1.29 0.88 0.61 1.62 Average 1.07 0.96 1.24 0.95 0.66 1.66 75th Percentile 1.25 1.10 1.41 1.01 0.69 1.98 Maximum 1.39 1.45 1.83 2.10 1.02 2.22 At Offer (Cash Consideration) $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 (11) Implied Exchange Ratio Minimum 0.179 0.168 0.199 0.185 0.164 0.383 25th Percentile 0.308 0.272 0.341 0.229 0.178 0.428 Median 0.341 0.293 0.415 0.284 0.195 0.524 Average 0.345 0.310 0.401 0.308 0.213 0.535 75th Percentile 0.404 0.356 0.455 0.326 0.222 0.637 Maximum 0.447 0.467 0.590 0.676 0.329 0.717 At Offer (Exchange Ratio) 0.313 0.313 0.313 0.313 0.313 0.313 1) Source: Dagny Management-provided information, public company filings and 6) Galt metrics per Galt-provided internal company financials and Galt-provided v. Stock Consideration are exchanged for cash (i.e. maximum cash consideration is Capital IQ as of March 5, 2024 forecast modified by Dagny Management; Galt LTM capex per company filings received) 2) Does not include companies which trade OTC 7) Pro forma for acquisition of Variperm, completed January 5, 2024 11) Implied exchange ratio equals the implied price of Dagny Common Stock divided PIPER SANDLER | 25 3) Free cash flow defined as adj. EBITDA less capex 8) Pro forma for acquisition of Greene's Energy Group, completed March 8, 2023 by the spot price of Galt Common Stock as of March 5, 2024 4) LTM as of September 30, 2023 9) Dagny metrics per Dagny Management-provided internal company financials and Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as 5) 2023P includes actual results for companies that have reported year-end 2023 Dagny Management-provided forecast; LTM Q3’23 capex per public filings ordinary shares of Dagny Common Stock outstanding and receive the same consideration results by March 5, 2024 10) Assumes all shares of Dagny Common Stock eligible to select Cash Consideration election as ordinary shares


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Selected Precedent Transactions Analysis (Dollars in millions) n Includes select transactions of drilling and completion products and service companies with a transaction value of less than $1.0 billion since 2021 Ratio Of Transaction Value To: Announced Transaction Last Recorded First Full-Year Year Acquiror Target Value Historical EBITDA Projected EBITDA (2) (3) 2023 Forum Energy Technologies Variperm Energy Services $ 194 3.7x n/a (4) (4)(5) (4) (6) 2023 Element Technical Services Essential Energy Services 53 5.2x 4.0x (7) (8) 2023 Dril-Quip Great North Wellhead 103 4.1x n/a (9) (10) (10) 2023 Patterson-UTI Ulterra Drilling Technologies 800 5.4x 4.7x (11) (11) 2023 Stratim Cloud Acquisition Corp. Force Pressure Control 240 3.9x 2.9x (12) (13) 2023 KLX Energy Services Greene's Energy Group 30 2.1x 1.8x (14) (15) (15) 2023 ROC Energy Acquisition Corp. Drilling Tools International 319 7.8x 5.5x (16) (17) 2022 ProFrac REV Energy Services 160 n/a 1.8x (18) 2022 ProPetro Silvertip 150 n/a 2.1x (19) 2022 Profrac U.S. Well Services 401 nmf 3.0x (20) 2021 Liberty Energy PropX 90 n/a 4.7x (21) (21) 2021 NexTier Oilfield Solutions Alamo Pressure Pumping 268 3.9x 3.4x Minimum $ 30 2.1x 1.8x 25th Percentile 100 3.8x 2.3x Median 177 4.0x 3.2x Average 234 4.5x 3.4x 75th Percentile 281 5.3x 4.5x 1) Source: Company filings, press releases and investor presentations and Capital IQ Maximum 800 7.8x 5.5x 2) Calculated using FET share price as of day prior to announcement (November 2, 2023) (22)(23) Dagny - At Offer $ 25 4.3x 3.0x 3) Based on TTM September 30, 2023 EBITDA 4) Transaction value and EBITDA converted to USD at 0.7393 USD/CAD (24) Implied per Share Price of Dagny Common Stock / Implied Exchange Ratio 5) Based on TTM June 30, 2023 EBITDA; EBITDA adjusted to align with GAAP lease accounting Minimum $0.59 / 0.189 $0.67 / 0.216 6) Based on 2023P EBITDA consensus estimate as of transaction announcement 25th Percentile $0.90 / 0.289 $0.81 / 0.261 7) Includes $23 million earnout contingent on 2024-2025 results Median $0.93 / 0.301 $1.01 / 0.327 8) EBITDA per press release; assumed to be historical EBITDA 9) Calculated using PTEN share price as of day prior to announcement (July 3, Average $1.02 / 0.328 $1.07 / 0.346 2023) 10) Historical EBITDA reflects unadjusted 2022 EBITDA per PTEN / NEX S-4. 75th Percentile $1.15 / 0.372 $1.36 / 0.438 Projected EBITDA reflects midpoint of 2023P EBITDA range of $160 - Maximum $1.59 / 0.514 $1.60 / 0.517 $180 million 11) Historical based on 2022E EBITDA; Projected based on 2023P EBITDA At Offer (Cash Consideration / Exchange Ratio) $1.00 / 0.313 $1.00 / 0.313 12) Historical based on 2022 EBITDA 13) Projected based on midpoint of $16 - 18 million 2023P EBITDA; excludes expected synergies 21) Historical based on 2020 EBITDA; Projected based on 2022P ( Achieved EBITDA for earn-out trigger point) 14) Transaction value per press release at announcement 22) Dagny historical and projected EBITDA are 2023E and 2024P, respectively 15) Historical based on 2022E EBITDA; Projected based on 2023E 23) Assumes all Dagny shares eligible to select Cash Consideration v. Stock Consideration are exchanged for cash (i.e., maximum 16) Reflects transaction price of $140 million plus earnout of $20 million Cash Consideration is received) 17) Based on 2023P EBITDA of $90 million ( Achieved EBITDA for earn-out trigger) 24) Implied exchange ratio equals the implied price of Dagny Common Stock divided by the spot price of Galt Common Stock as 18) Reflects midpoint of $65 - 75 million 2023P EBITDA of March 5, 2024 19) 2023E base case projections per S-4. $90 million is added to $401 million transaction value for multiple to account for capex Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock required to meet EBITDA projection outstanding and receive the same consideration election as ordinary shares 20) 2021E multiple per earnings call transcript PIPER SANDLER | 26


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Dagny Consolidated DCF Analysis (Dollars in millions) FY Terminal 2024P 2025P 2026P 2027P 2028P Value Revenue $ 25.8 $ 32.0 $ 36.1 $ 40.2 $ 44.5 Cost of Sales 9.8 12.0 13.3 14.6 15.7 Gross Profit $ 16.0 $ 20.0 $ 22.8 $ 25.6 $ 28.7 SG&A Expense 9.7 10.6 11.2 11.9 12.6 Plus: EBITDA Adjustments 1.8 1.3 1.3 1.3 1.3 Adj. EBITDA $ 8.1 $ 10.7 $ 12.9 $ 15.1 $ 17.5 $ 17.5 Adj. EBITDA Margin 31% 33% 36% 37% 39% D&A Expense 1.3 1.4 1.5 1.6 1.7 Adj. EBIT $ 6.7 $ 9.3 $ 11.4 $ 13.5 $ 15.8 (2) Less: Unlevered Taxes (1.4) (2.0) (2.4) (2.8) (3.3) Less: Capital Expenditures (0.8) (0.4) (0.5) (2.0) (2.4) Less: (Increase) / Decrease in NWC (2.6) (2.2) (1.4) (1.4) (1.5) Plus: D&A Expense 1.3 1.4 1.5 1.6 1.7 Unlevered Free Cash Flow $ 3.2 $ 6.2 $ 8.6 $ 8.8 $ 10.3 Terminal Value (4.0x Exit Multiple) $ 69.9 WACC 21.1% NPV of Operating Free Cash Flows at January 1, 2024 $ 48.6 (3) Plus: NOL Carryforward Valuation 2.5 Total NPV $ 51.1 Less: Net Debt 7.1 Implied Equity Value $ 58.2 (4)(5) Fully Diluted Shares Outstanding 32.2 Implied Share Price $ 1.81 1) Source: Dagny Management-provided forecast. Assumes NPV as of January 1, 2024. Uses mid-period convention to discount all cash flows except terminal value 2) Assumes a cash tax rate of 21% 3) Source: Company 10-K as of December 31, 2022. Piper Sandler has not separately valued the NOL and has relied upon the 10-K valuation 4) The number of fully diluted shares of Dagny Common Stock includes 1.8M unvested RSUs that will vest upon change of control; per Dagny Management-provided information as of March 5, 2024 5) Piper Sandler has not analyzed the value or dilutive impact of Dagny’s stock options, including (1) stock options to be settled in cash at close, (2) stock options Dagny and Galt have mutually agreed to permit to roll over to Galt options and (3) out-of-the-money options not rolling over to Galt that will be canceled at close Note: Analysis does not account for any potential future payments from the Stabil Drill IP litigation Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 27


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Dagny Consolidated DCF Sensitivities (Dollar and share amounts in millions, except per share amounts) n The below tables reflect varying degrees of sensitivities around discount rates and terminal multiples for Dagny Dagny Implied Enterprise Value Dagny Implied Equity Value Exit WACC Exit WACC Multiple 19.1% 20.1% 21.1% 22.1% 23.1% Multiple 19.1% 20.1% 21.1% 22.1% 23.1% 3.0x $47 $46 $44 $43 $42 3.0x $54 $53 $52 $50 $49 3.5x 51 49 48 46 45 3.5x 58 56 55 53 52 4.0x 54 53 51 50 48 4.0x 62 60 58 57 55 4.5x 58 56 54 53 51 4.5x 65 63 62 60 58 5.0x 62 60 58 56 54 5.0x 69 67 65 63 61 Implied Price per Share of Dagny Common Stock Exit WACC Multiple 19.1% 20.1% 21.1% 22.1% 23.1% 3.0x $1.68 $1.64 $1.60 $1.56 $1.52 3.5x 1.80 1.75 1.70 1.66 1.62 4.0x 1.91 1.86 1.81 1.76 1.71 4.5x 2.02 1.97 1.91 1.86 1.81 5.0x 2.14 2.08 2.02 1.96 1.91 Note: Analysis does not account for any potential future payments from the Stabil Drill IP litigation Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same PIPER SANDLER | 28 consideration election as ordinary shares


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Dagny Attainment of Projections Sensitivity Analysis (Dollar and share amounts in millions, except per share amounts) n The below tables reflect varying degrees of sensitivities of forecast variance at different discount rates and (1) terminal multiples for Dagny Implied Price per Share of Dagny Common Stock Implied Price per Share of Dagny Common Stock Forecast WACC (@4.0x Exit Multiple) Forecast Exit Multiple (@21.1% WACC) (1) (1) Variance 19.1% 20.1% 21.1% 22.1% 23.1% Variance 3.0x 3.5x 4.0x 4.5x 5.0x (20.0%) $1.59 $1.55 $1.51 $1.47 $1.43 (20.0%) $1.34 $1.42 $1.51 $1.59 $1.67 (10.0%) 1.75 1.70 1.66 1.61 1.57 (10.0%) 1.47 1.56 1.66 1.75 1.85 0.0% 1.91 1.86 1.81 1.76 1.71 0.0% 1.60 1.70 1.81 1.91 2.02 10.0% 2.07 2.01 1.96 1.91 1.86 10.0% 1.73 1.84 1.96 2.07 2.19 20.0% 2.23 2.17 2.11 2.05 2.00 20.0% 1.86 1.98 2.11 2.24 2.36 (2) (2) Low Implied Exchange Ratio 0.153 Low Implied Exchange Ratio 0.143 (3) (3) High Implied Exchange Ratio 0.391 High Implied Exchange Ratio 0.413 1) Forecast variance reflects percent change applied to forecasted unlevered free cash flow for each year of the projection period and to terminal year EBITDA 2) High implied exchange ratio calculated using highest DCF implied per share price for Dagny and lowest DCF implied per share price for Galt 3) Low implied exchange ratio calculated using lowest DCF implied per share price for Dagny and highest DCF implied per share price for Galt Note: Analysis does not account for any potential future payments from the Stabil Drill IP litigation Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 29


CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION V. Galt Valuation Analysis PIPER SANDLER | 30


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Galt Indicative Valuation Summary Discounted Comparable Public Companies Cash Flow (1) EBITDA Free Cash Flow Consolidated (Implied Share Price) $18.00 $16.00 $14.00 $12.00 $10.00 $9.36 $8.09 $8.02 $7.78 $8.00 $8.04 $7.45 $7.20 $6.00 $5.71 $4.92 $4.67 $4.00 Galt Market Spot Price: $2.81 $3.10 $2.54 $2.00 $1.65 $1.57 $0.00 LTM Q3'23 2023P 2024P LTM Q3'23 2023P 2024P @ 1/1/24 (2) Galt Metric ($M) $53.9 $51.0 $54.6 $9.6 $5.5 $20.1 WACC / EM H: 14.2% / 5.0x Maximum 5.6x 7.0x 6.4x 20.9x 12.4x 8.9x L: 18.2% / 3.0x 75th Percentile 4.9x 5.1x 4.8x 8.4x 9.0x 7.8x Average 4.3x 4.4x 4.3x 8.1x 7.9x 6.6x Median 4.0x 4.1x 4.3x 7.3x 7.4x 7.0x 25th Percentile 3.8x 3.7x 3.3x 5.1x 6.2x 4.9x Minimum 3.1x 2.6x 2.7x 3.9x 5.7x 4.7x Galt At Market 1.6x 1.7x 1.6x 9.0x 15.8x 4.3x Maximum th 75 Percentile Avg./Median (Labeled) th 25 Percentile Minimum 1) Free cash flow defined as adj. EBITDA less capex 2) Source: Galt-provided internal company financials and Galt-provided forecast modified by Dagny Management; LTM Q3’23 capex per public filings PIPER SANDLER | 31 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Galt Indicative Valuation Summary (Cont’d) Discounted (1) Comparable Public Companies (2) Cash Flow (3) EBITDA Free Cash Flow Consolidated (Implied Exchange Ratio) 0.700 0.600 0.500 0.457 0.434 0.400 0.374 Offer Exchange Ratio: 0.300 0.313 0.282 0.256 Market (4) Exchange Ratio: 0.200 0.231 0.154 0.163 0.146 0.096 0.100 0.089 0.100 0.092 0.089 0.089 0.000 LTM Q3'23 2023P 2024P LTM Q3'23 2023P 2024P @ 1/1/24 (5) Galt Metric ($M) $53.9 $51.0 $54.6 $9.6 $5.5 $20.1 Galt WACC / EM Maximum 5.6x 7.0x 6.4x 20.9x 12.4x 8.9x H: 14.2% / 5.0x 75th Percentile 4.9x 5.1x 4.8x 8.4x 9.0x 7.8x L: 18.2% / 3.0x Average 4.3x 4.4x 4.3x 8.1x 7.9x 6.6x Dagny Median 4.0x 4.1x 4.3x 7.3x 7.4x 7.0x WACC / EM H: 19.1% / 5.0x 25th Percentile 3.8x 3.7x 3.3x 5.1x 6.2x 4.9x L: 23.1% / 3.0x Minimum 3.1x 2.6x 2.7x 3.9x 5.7x 4.7x Galt At Market 1.6x 1.7x 1.6x 9.0x 15.8x 4.3x Maximum 1) Implied exchange ratio calculated using current market spot price per share of Dagny Common Stock of $0.72 as of March 5, 2024 th 75 Percentile 2) High implied exchange ratio calculated using highest DCF implied per share price for Dagny and lowest DCF implied per share price for Galt; low implied exchange ratio calculated using lowest DCF implied per share price for Dagny and highest DCF implied per share price for Galt Avg./Median (Labeled) 3) Free cash flow defined as adj. EBITDA less capex 4) Spot price per share of Dagny Common Stock divided by spot price per share of Galt Common Stock th 25 Percentile 5) Source: Galt-provided internal company financials and Galt-provided forecast modified by Dagny Management; LTM Q3’23 capex per public filings Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as Minimum ordinary shares PIPER SANDLER | 32


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Comparable Public Companies Analysis as of March 5, 2024 (Dollar and share amounts in millions, except per share amounts) n Selected publicly-traded companies specializing in upstream equipment and services that (i) have a market capitalization less than $1 billion (2) and (ii) provide products or services used in land drilling and completion end markets Capitalization Enterprise Value To: (3) (5) Market Enterprise EBITDA Free Cash Flow 2023P Metrics (4) (5) (4) (5) Equity Value Value LTM 2023P 2024P LTM 2023P 2024P EBITDA Revenue Cathedral Energy Services $ 16 4 $ 248 n/a 3.7x 2.8x n/a 7.8x 4.7x $ 67 $ 400 DMC Global 34 7 607 5.6x 5.4x 6.4x 6.4x 6.2x 8.9x 113 719 (6) Forum Energy Technologies 23 8 481 4.0x n/a 4.4x 4.3x n/a n/a n/a n/a Hunting 70 8 720 n/a 7.0x 5.6x n/a 9.0x 7.8x 104 929 (7) KLX Energy Services 12 9 364 n/a 2.6x 2.7x n/a n/a 4.9x 141 n/a NCS Multistage 39 54 3.4x 3.7x 4.5x 3.9x n/a n/a 15 147 Nine Energy Services 79 386 4.9x 6.1x 5.1x 8.9x 9.3x 7.6x 64 609 Oil States International 35 2 441 4.9x 4.9x 4.7x 7.5x 7.4x 8.2x 90 782 Phoenix Technology Services 33 7 356 3.8x 3.7x 3.4x 8.4x 7.4x 7.0x 98 497 Ranger Energy Services 26 3 259 3.1x 3.1x 3.3x 5.1x 5.7x n/a 82 637 Schoeller-Bleckmann 71 0 701 5.2x 4.5x 4.2x 7.3x 5.8x 5.4x 155 644 Solaris Oilfield Infrastructure 36 3 392 4.0x 4.1x 4.2x 20.9x 12.4x 4.9x 96 293 Minimum 3.1x 2.6x 2.7x 3.9x 5.7x 4.7x $ 15 $ 147 25th Percentile 3.8x 3.7x 3.3x 5.1x 6.2x 4.9x 75 424 Median 4.0x 4.1x 4.3x 7.3x 7.4x 7.0x 96 623 Average 4.3x 4.4x 4.3x 8.1x 7.9x 6.6x 93 566 75th Percentile 4.9x 5.1x 4.8x 8.4x 9.0x 7.8x 108 700 Maximum 5.6x 7.0x 6.4x 20.9x 12.4x 8.9x 155 929 (8) Galt $ 92 $ 86 1.6x 1.7x 1.6x 9.0x 15.8x 4.3x $ 51 $ 152 Implied per Share Price of Galt Common Stock Minimum $ 5.80 $ 4.64 $ 5.12 $ 1.47 $ 1.25 $ 3.36 25th Percentile 6.99 6.48 6.33 1.85 1.35 3.52 Median 7.45 7.20 8.09 2.54 1.57 4.92 Average 8.02 7.78 8.04 2.81 1.65 4.67 75th Percentile 9.10 8.97 9.04 2.91 1.85 5.49 Maximum 10.25 12.11 11.92 6.92 2.49 6.19 Spot Price per Share of Galt Common Stock (03/05/24) $ 3.10 $ 3.10 $ 3.10 $ 3.10 $ 3.10 $ 3.10 1) Source: Galt-provided information, public company filings and Capital IQ as of March 5, 2024 7) Pro forma for acquisition of Greene's Energy Group, completed March 8, 2023 2) Does not include companies which trade OTC 8) Galt metrics per Galt-provided internal company financials and Galt-provided forecast modified by Dagny 3) Free cash flow defined as adj. EBITDA less capex Management; Galt LTM Q3’23 capex per Galt filings 4) LTM as of September 30, 2023 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny 5) 2023P includes actual results for companies that have reported year-end 2023 results by March 5, 2024 Common Stock outstanding and receive the same consideration election as ordinary shares 6) Pro forma for acquisition of Variperm, completed January 5, 2024 PIPER SANDLER | 33


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Galt Consolidated DCF Analysis (Dollars in millions) FY Terminal 2024P 2025P Value Revenue $ 169.1 $ 191.3 Cost of Sales 41.8 48.9 Gross Profit $ 127.2 $ 142.3 SG&A Expense & Corporate Costs 72.6 78.4 Adj. EBITDA $ 54.6 $ 64.0 $ 64.0 Adj. EBITDA Margin 32% 33% D&A Expense 24.3 31.7 Adj. EBIT $ 30.3 $ 32.2 (2) Less: Unlevered Taxes (6.4) (6.8) Less: Capital Expenditures (34.5) (34.2) Less: (Increase) / Decrease in NWC (2.1) (2.0) Plus: D&A Expense 24.3 31.7 Unlevered Free Cash Flow $ 11.6 $ 21.0 Terminal Value (4.0x Exit Multiple) $ 255.4 WACC 16.2% NPV at January 1, 2024 $ 216.8 Less: Net Debt 6.3 Implied Equity Value $ 223.1 (3) Fully Diluted Shares Outstanding 29.8 Implied Share Price $ 7.48 1) Source: Galt-provided forecast modified by Dagny Management. Assumes NPV as of January 1, 2024. Uses mid-period convention to discount all cash flows except terminal value 2) Assumes a cash tax rate of 21% PIPER SANDLER | 34 3) Fully diluted shares of Galt Common Stock includes dilution from outstanding stock options using treasury stock method; based on Galt-provided stock options listing as of February 19, 2024 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION Galt Consolidated DCF Sensitivities (Dollar and share amounts in millions, except per share amounts) n The below tables reflect varying degrees of sensitivities around discount rates and terminal multiples for Galt Galt Implied Enterprise Value Galt Implied Equity Value Exit WACC Exit WACC Multiple 14.2% 15.2% 16.2% 17.2% 18.2% Multiple 14.2% 15.2% 16.2% 17.2% 18.2% 3.0x $175 $172 $169 $167 $164 3.0x $181 $178 $176 $173 $170 3.5x 199 196 193 190 187 3.5x 206 203 199 196 193 4.0x 224 220 217 213 210 4.0x 230 227 223 220 216 4.5x 249 244 240 237 233 4.5x 255 251 247 243 239 5.0x 273 269 264 260 256 5.0x 279 275 270 266 262 Implied Price per Share of Galt Common Stock Exit WACC Multiple 14.2% 15.2% 16.2% 17.2% 18.2% 3.0x $6.08 $5.98 $5.89 $5.80 $5.71 3.5x 6.90 6.79 6.68 6.58 6.48 4.0x 7.72 7.60 7.48 7.36 7.25 4.5x 8.54 8.41 8.27 8.14 8.01 5.0x 9.36 9.21 9.07 8.92 8.78 Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 35


CONFIDENTIAL DRAFT – CONFIDENTIAL DRAFT – SUBJECT SUBJECT TO REVISION TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION VI. Appendix - Additional Reference Information PIPER SANDLER | 36


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Illustrative Pro Forma Summary Income Statement Analysis – 2024P (Dollars in millions) 2024P ® n Adjusted to remove Drill-N-Ream wellbore (2) (3) Galt Dagny Adj. Pro Forma conditioning tool (“DNR”) revenue in 2024P (4) Revenue $ 169.1 $ 25.8 $ (10.9) $ 184.0 (Dagny) and COGS (Galt), and for estimated (4) Cost of Sales 41.8 9.8 (10.9) 40.8 depreciation expense associated with DNR Gross Profit $ 127.2 $ 16.0 $ - $ 143.2 Capex (Galt) Gross Margin 75% 62% 78% (5) SG&A Expense 72.6 7.9 (3.0) 77.5 n Analysis includes $3 million of estimated Adj. EBITDA $ 54.6 $ 8.1 $ 3.0 $ 65.7 cost synergies attributable to consolidation Adj. EBITDA Margin 32% 31% 36% of public company costs based on Contribution (Excl. Synergies) 87% 13% 100% (6) discussions with Galt Management D&A Expense 24.3 1.3 (2.8) 22.9 Interest Expense, Net 0.2 0.6 1.4 2.2 (7) n Assumes maximum 15,480,000 shares of Other & EBITDA Adjustments 3.2 1.5 4.6 Dagny Common Stock are exchanged for EBT $ 26.9 $ 4.7 $ 36.0 EBT Margin 16% 18% 20% shares of Galt Common Stock with the (8) remaining shares of Dagny Common Shock Income Tax 5.6 1.0 7.6 Non-GAAP Net Income $ 21.2 $ 3.7 $ 28.4 electing to receive the Cash Consideration (9) Non-GAAP Diluted Earnings per Share $ 0.71 $ 0.82 n Assumes Cash Consideration financed at $ Accretion / (Dilution) to Galt 0.11 ~8% interest rate, approximately equal to % Accretion / (Dilution) to Galt 15% current interest rate on Galt’s revolving (9) Fully Diluted Shares Outstanding 29.8 4.8 34.7 credit facility 1) Source: Publicly available information and information provided by Dagny Management and Galt Management, as appropriate; analysis does not consider analysis of allocation of purchase price to assets and liabilities 2) Galt financials per Galt-provided forecast modified by Dagny Management 3) Dagny financials per Dagny Management-provided financial model 4) Adjusted to exclude Dagny NAM revenue attributable to Galt; assumes Galt COGS reduced by projected Dagny NAM revenue post transaction 5) Includes EBITDA adjustments to stock option expense and monitoring fees for Galt and IP litigation expenses, non-cash bonuses and stock-based compensation for Dagny 6) Adjusted to exclude D&A expense associated with 2024 DNR capex spend by Galt. Assumes D&A equal to 2024P capex 7) Includes other expenses (income) and items that were excluded from adjusted EBITDA per each of Dagny's and Galt's financial model; for Galt, this includes monitoring fees and stock option expense; for Dagny, these include recovery of related party notes receivable, IP litigation expenses, non-cash bonuses and stock-based compensation 8) Tax rate assumed to be 21% 9) The number of shares of Galt Common Stock issued to Dagny Stockholders in the Transaction was calculated using the 0.313 exchange ratio Note: Analysis excludes transaction fees and expenses that are expected to be absorbed by the surviving entity due to nonrecurring nature Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the same consideration election as ordinary shares PIPER SANDLER | 37


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION (1) Pro Forma Capitalization and Galt Credit Facility Covenants (Dollars in millions) Galt Dagny Pro Forma (2) Galt Dagny Trans. Adj. Trans. Adj. Combined Debt PNC Revolving Credit Facility $ - $ 16.7 $ 16.7 Total Revolving Credit Facility $ - $ 1 6.7 $ 16.7 Vast Bank Term Loan, Net $ 1.5 $ 1.5 Other Debt 0.7 0.7 Total Other Debt $ 2.2 $ 2.2 (3) Change of Control Liabilities 4.0 (4.0) - Galt Debt $ - $ 1 6.7 $ 16.7 Dagny Debt 2.2 2.2 Total Debt $ - $ 6.2 $ 16 .7 $ (4.0) $ 19.0 Cash Cash $ 6.3 $ 2.7 $ 9.0 Tronco Note 6.7 6.7 (4) Payment of Transaction Expenses at Close (4.0) (4.0) (8.0) Total Cash & Equivalents $ 6.3 $ 9.4 $ (4.0) $ (4.0) $ 7.7 Net Debt $ (6.3) $ (3.1) $ 11.3 Illustrative Galt PNC Revolving Credit Facility Covenant Analysis Liquidity (5) PNC Revolver Undrawn Availability $ 60.0 $ 43.3 Liquidity Maintain, at all times, Liquidity of not less than $6,000,000 Plus: Total Cash 6.3 2.7 9.0 (Sum of (a) Undrawn Availability and (b) Unrestricted Cash) Less: Restricted Cash - (0.2) (0.2) Total Liquidity $ 66.3 $ 52.1 Fix Charge Coverage Ratio (5) Fixed Charge Coverage Ratio 2024 EBITDA $ 54.6 $ 8.1 $ 62.7 (6) Fixed Charge Coverage Ratio, as of the last day of each fiscal Less: Unfinanced Capex (34.5) (0.8) (35.3) quarter during a Cash Dominion Period, to be greater than or equal (7) Less: Distributions & Dividends - - - to 1.10 to 1.00 (8) Less: Cash Taxes Paid (0.8) (6.4) 0. 3 (6.9) (Ratio of (Adjusted LTM EBITDA - Unfinanced CapEx - Total $ 19.3 $ 20.5 Distributions & Dividends - Cash Taxes Paid) / (LTM Debt (9) Est. Debt Payments 0.2 0.8 1. 4 2.4 Payments)) Fixed Charge Coverage Ratio 85.0x 8.4x (5) Leverage Ratio Leverage Ratio Funded Debt $ - $ 19.0 Leverage Ratio, as of the last day of each fiscal quarter during a Cash Dominion Period, to be less than or equal to 3.0 to 1.0 2024 EBITDA 54.6 8.1 62.7 (Ratio of (Funded Debt / LTM Adjusted EBITDA)) Leverage Ratio 0.0x 0.3x 1) Source: Publicly available information and information provided by Dagny Management and Galt Management; balance sheet (unaudited) data as of 6) Assuming all 2024P capex is unfinanced (paid for with cash or revolver) December 31, 2023; Dagny projected financials per Dagny Management-provided financial model; Galt projected financials per Galt-provided forecast 7) Assuming no 2024P dividends modified by Dagny Management 8) Assuming tax savings on acquisition debt at 21% of incremental interest 2) Assumes maximum 15,480,000 shares of Dagny Common Stock are converted into shares of Galt Common Stock with the remaining shares of Dagny 9) Assuming 2024P interest expense as proxy for cash interest; Dagny standalone interest expense excludes interest expense from Vernal Sale-Leaseback Common Shock electing to receive the Cash Consideration (i.e. Maximum Stock Consideration); assumes cash consideration is financed with PNC Obligation, interest expense related to Baker Hughes accounts receivable discount and fees from Vast Bank factoring program; Galt standalone interest Revolving Credit Facility expense includes revolver commitment fee; assuming 8.3% interest rate on incremental debt 3) Assumes $4M of estimated transaction costs and change of control payments paid by Dagny at the closing of the Transaction Note: Analysis assumes shares of Dagny Common Stock owned by Galt are treated as ordinary shares of Dagny Common Stock outstanding and receive the 4) Assumes $4M of estimated transaction costs and change of control payments paid by Galt at the closing of the Transaction same consideration election as ordinary shares 5) Covenant definitions per Galt Amended and Restated Revolving Credit, Security and Guaranty Agreement dated June 20, 2023 PIPER SANDLER | 38


CONFIDENTIAL DRAFT – SUBJECT TO REVISION CONFIDENTIAL DRAFT – SUBJECT TO REVISION For information on Piper Sandler locations, visit PiperSandler.com ® Piper Sandler Companies (NYSE: PIPR) is a leading investment bank driven to help clients Realize the Power of Partnership . Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in the U.K. through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Ltd., authorized and regulated by the Securities and Futures Commission Alternative asset management and fixed income advisory services are offered through separately registered advisory affiliates. ©2024. Since 1895. Piper Sandler Companies. 800 Nicollet Mall, Minneapolis, Minnesota 55402-7036 PIPER SANDLER | 39