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CALGARY, June 11, 2014 /CNW/ - High Arctic Energy Services
Inc. (TSX: HWO) ("High Arctic" or the "Corporation")
is pleased to announce that it has closed its previously announced
offering (the "Offering") of 5,051,000 subscription receipts
(the "Subscription Receipts") at a price of $4.95 per Subscription Receipt. A syndicate led
by National Bank Financial Inc. and including PI Financial Corp.,
AltaCorp Capital Inc. and Lightyear Capital Inc. (collectively, the
"Underwriters") acted as underwriters for the Offering.
Each Subscription Receipt represents the right to acquire,
without payment of additional consideration or further action, one
common share of High Arctic ("Common Share") upon closing of
the previously announced acquisition of two heli-portable drilling
rigs and associated ancillary equipment (the "Acquisition").
The Acquisition is expected to be completed on or about
June 30, 2014 and is subject to
customary closing conditions.
The gross proceeds from the sale of the Subscription Receipts
have been placed in escrow ("Escrowed Proceeds") pending
closing of the Acquisition. If the Acquisition closes on or before
August 15, 2014, the Escrowed
Proceeds will be released to High Arctic to fund the purchase price
for the Acquisition and each Subscription Receipt will be exchanged
for one Common Share.
The holders of Subscription Receipts become entitled to receive
an amount per Subscription Receipt equal to the amount per Common
Share of any cash dividends for which record dates have occurred
during the period from the date hereof to the date immediately
preceding the date the underlying Common Shares are issued pursuant
to the Subscription Receipts. If holders of Subscription Receipts
become entitled to receive Common Shares, the escrow agent and High
Arctic will pay this dividend equivalent payment, if any, to
holders on the later of the date the Common Shares are issued
pursuant to the Subscription Receipts and the date such dividend is
paid to holders of Common Shares.
If the Acquisition does not occur on or before August 15, 2014, the Escrowed Proceeds will be
reimbursed pro rata to the holders of Subscription Receipts at the
full subscription price, together with such holder's pro rata
portion of the interest earned thereon.
It is anticipated that the Subscription Receipts will be listed
and posted for trading on the Toronto Stock Exchange under the
symbol HWO.R at the open of markets today.
Forward Looking-Statements
Certain statements contained in this news release constitute
forward-looking information. These statements relate to future
events or the Corporation's future performance. The use of any of
the words "could", "expect", "believe", "will", "projected",
"estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify
forward-looking information and are based on the Corporation's
current belief or assumptions as to the outcome and timing of such
future events. In particular, forward-looking statements
contained in this press release include, but are not limited to:
the expected closing of the Acquisition, the anticipated use of the
Escrowed Proceeds and the exchange of Subscription Receipts for
Common Shares. These forward-looking statements are based on
assumptions and are subject to numerous risks and uncertainties,
certain of which are beyond the Corporation's control, including
the impact of general economic conditions, the satisfaction of the
conditions precedent to the Acquisition, the satisfaction of the
escrow release conditions pursuant to the Offering, industry
conditions, volatility of commodity prices, competition, stock
market volatility and the ability to access sufficient
capital. Actual future results may differ materially.
The Corporation's annual information form for the year ended
December 31, 2013 and other documents
filed with securities regulatory authorities (accessible through
the SEDAR website www.sedar.com) describe the risks, material
assumptions and other factors that could influence actual results
and which are incorporated herein by reference. The Corporation
disclaims any intention or obligation to publicly update or revise
any forward-looking information, whether as a result of new
information, future events or otherwise, except as may be expressly
required by applicable securities laws.
About High Arctic
The Corporation is a provider of specialized oilfield equipment
and services for drilling, completion and work over
operations. Based in Alberta, High Arctic has operations throughout
Western Canada and in Papua New Guinea. The Corporation's most
recent investor presentation can be found at www.haes.ca.
SOURCE High Arctic Energy Services Inc.