High Arctic Provides Update on Previously Announced Reorganization
31 Juillet 2024 - 1:00PM
High Arctic Energy Services Inc. (TSX: HWO) ("High Arctic" or the
"Corporation") wishes to provide an update on the previously
announced reorganization of High Arctic to separate the
Corporation's North American and Papua New Guinea businesses, by
way of a court-approved plan of arrangement (the "Arrangement")
between the Corporation and High Arctic Overseas Holdings Corp.
(“SpinCo”). Although the Corporation has been working toward
completion of the Arrangement by July 31, 2024 as previously
announced, it is not yet in a position to do so.
The Arrangement was approved by shareholders,
along with a distribution of $0.76 per share to its shareholders by
way of return of capital (the "Return of Capital") and other
matters, at the annual general and special meeting held on June 17,
2024. On June 27, 2024, the Court of King's Bench of Alberta
granted its final order approving of the Arrangement, and the
Return of Capital was distributed to shareholders on July 17, 2024.
The Corporation has received conditional approval from the Toronto
Stock Exchange (“TSX”) for the listing of the new High Arctic
common shares to be issued concurrently with completion of the
Arrangement (the “New High Arctic Common Shares”). It is a
condition of closing of the Arrangement (which condition may be
waived by the Corporation) that the TSX Venture Exchange ("TSXV"),
or another acceptable stock exchange, approve the listing of the
common shares of SpinCo (“SpinCo Common Shares”) to be issued
concurrently with the closing of the Arrangement.
The Corporation remains engaged with the TSXV
and expects to receive conditional approval from the TSXV for the
initial listing of the SpinCo Common Shares. The Arrangement and
the listing of the New High Arctic Common Shares remain subject to
the final approval of the TSX.
As at the closing of the Arrangement, each
shareholder will receive one-quarter of one (1/4) SpinCo Common
Share and one-quarter of one (1/4) New High Arctic Common Share for
each current common share of High Arctic.
The Corporation will continue to update
shareholders and other interested parties of the progress towards
approval from the TSXV for the initial listing of SpinCo Common
Shares and the completion of the Arrangement.
For more information on the Arrangement and the
Return of Capital, please see the management information circular
of the Corporation dated May 9, 2024, and news releases dated May
11, 2024, May 21, 2024, May 29, 2024, June 12, 2024, June 18, 2024,
June 27, 2024, and June 28, 2024 available on the Corporation's
SEDAR+ profile at www.sedarplus.ca.
About High Arctic
High Arctic is an energy services provider. High
Arctic is a market leader in Papua New Guinea providing drilling
and specialized well completion services and supplies rental
equipment including rig matting, camps, material handling and
drilling support equipment. In western Canada, High Arctic provides
pressure control and equipment supporting the high-pressure
stimulation of oil and gas wells on a rental basis to exploration
and production companies, from its bases in Whitecourt and Red
Deer, Alberta.
For further information, please contact:
Lonn BateChief
Financial Officer1.587.318.22181.800.668.7143
High Arctic Energy Services Inc.Suite
2350, 330–5th Avenue SWCalgary, Alberta, Canada T2P 0L4website:
www.haes.caEmail: info@haes.ca
Forward-Looking Statements
This press release contains forward-looking
statements. When used in this document, the words "may", "would",
"could", "will", "intend", "plan", "anticipate", "believe", "seek",
"propose", "estimate", "expect", and similar expressions are
intended to identify forward-looking statements. Such statements
reflect the Corporation's current views with respect to future
events and are subject to certain risks, uncertainties and
assumptions. Many factors could cause the Corporation's actual
results, performance or achievements to vary from those described
in this press release. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying
forward-looking statements prove incorrect, actual results may vary
materially from those described in this press release as intended,
planned, anticipated, believed, estimated or expected. Specific
forward-looking statements in this press release include, but are
not limited to, statements pertaining to the following: the
Corporation's ability to obtain TSXV approval for the listing of
the SpinCo Common Shares, the Corporation’s ability to obtain final
approval of the TSX for the listing of the New High Arctic Common
Shares, and the closing of the Arrangement. The Corporation's
actual results could differ materially from those anticipated in
these forward-looking statements as a result of the risk factors
set forth above and elsewhere in this press release. The
forward-looking statements contained in this press release are
expressly qualified in their entirety by this cautionary statement.
These statements are given only as of the date of this press
release. The Corporation does not assume any obligation to update
these forward-looking statements to reflect new information,
subsequent events or otherwise, except as required by law.
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