High Arctic Announces Toronto Stock Exchange Conditional Approval of Listing of High Arctic Shares to be Issued under the Plan of Arrangement
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CALGARY, Canada, May 21, 2024 (GLOBE NEWSWIRE) -- High Arctic Energy Services Inc. (TSX: HWO) ("High Arctic" or the "Corporation") is pleased to announce that the Toronto Stock Exchange (the "TSX") has conditionally approved the listing on the TSX of the new common shares of High Arctic ("New High Arctic Common Shares") which will be issued to the shareholders of High Arctic ("Shareholders") in exchange for their existing common shares ("Common Shares") pursuant to the terms of the previously announced plan of arrangement (the "Arrangement") between the Corporation and High Arctic Overseas Holdings Corp. (“SpinCo”). It is a condition of closing of the Arrangement that the TSX conditionally approve the listing of the New High Arctic Common Shares on the TSX or the TSX Venture Exchange ("TSXV") on completion of the Arrangement. The TSX has also conditionally accepted the previously announced return of capital of up to $38.2 million (up to $0.76 per common share) of High Arctic (the "Return of Capital"). The purpose of the Arrangement is to separate the Corporation's North American and Papua New Guinea businesses.
As at the closing of the Arrangement, which is expected to occur on July 31, 2024, each Shareholder will receive one-quarter of one (1/4) common share of SpinCo ("SpinCo Common Share") and one-quarter of one (1/4) New High Arctic Common Share for each Common Share held. The Arrangement, the Return of Capital, and other resolutions related to the reorganization, as well as annual meeting matters, will be put to the Shareholders for approval at an annual general and special meeting of shareholders of the Corporation to be held in Calgary, Alberta on June 17, 2024 (the "Meeting"). Assuming the required Shareholder approval is obtained at the Meeting, the Return of Capital is expected to be distributed to Shareholders prior to the closing of the Arrangement.
The Arrangement remains subject to the satisfaction of closing conditions, including the final approval of the listing of the New High Arctic Common Shares by the TSX, the approval of the listing of the SpinCo Common Shares on the TSXV, and final approval of the Arrangement by the Court of King's Bench of Alberta.
For more information on the Arrangement and the Return of Capital, please see the information circular dated May 9, 2024 in respect of the Meeting, available on the Company’s SEDAR+ profile at www.sedarplus.com.
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 other oilfield equipment on a rental basis to exploration and production companies, from its bases in Whitecourt and Red Deer, Alberta.
For further information, please contact:
Lonn Bate
Interim Chief Financial Officer
1.587.318.2218
1.800.668.7143
High Arctic Energy Services Inc.
Suite 2350, 330–5th Avenue SW
Calgary, Alberta, Canada T2P 0L4
website: www.haes.ca
Email: info@haes.ca
Forward-Looking Statements
Forward-Looking Statements. Certain statements contained in this press release may constitute forward-looking statements. These statements relate to future events or High Arctic's and SpinCo's future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. High Arctic believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon by investors. These statements speak only as of the date of this press release and are expressly qualified, in their entirety, by this cautionary statement.
In particular, this press release contains forward-looking statements, pertaining to the following: the timing and anticipated receipt of required regulatory (including stock exchange), court, and shareholder approvals for the Arrangement; the ability of High Arctic to satisfy the other conditions to, and to complete, the Arrangement; and the closing of the Arrangement, the approval by the Board and the amount and payment of the Return of Capital.
In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement, the anticipated timing for completion of the Arrangement and related transactions, High Arctic has provided them in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail shareholder meeting materials, including the required management information circular; the ability of the parties to receive, in a timely manner, the necessary regulatory, court, shareholder and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including unforeseen delays in preparing meeting material; inability to secure necessary shareholder, regulatory, court or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.
This forward-looking information represents High Arctic’s views as of the date of this document and such information should not be relied upon as representing its views as of any date subsequent to the date of this document. High Arctic has attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimates expressed or implied by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Except as required by law, High Arctic undertakes no obligation to publicly update or revise any forward-looking statements.
