High Arctic Announces TSX Venture Exchange Conditional Approval of Listing of SpinCo Shares

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CALGARY, Alberta, Aug. 2, 2024 (GLOBE NEWSWIRE) — High Arctic Energy Services Ltd. (TSX: HWO) (“High Arctic” or the “Company”) is pleased to announce that the Toronto Venture Exchange (“TSXV”) has conditionally approved the listing of the common shares (“SpinCo Common Shares”) of High Arctic Overseas Holdings Corp. (“SpinCo”) on the TSX, pursuant to the terms of High Arctic’s previously announced reorganization to separate the Company’s North America and Papua New Guinea businesses, through a court-approved plan of arrangement (the “Arrangement”) between the Company and SpinCo.

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A condition to the completion of the Arrangement is the approval of the Toronto Stock Exchange, or other acceptable stock exchange, to list SpinCo’s common shares. As previously announced, the Toronto Stock Exchange (“TSX”) has conditionally approved the listing on the TSX of new High Arctic common shares (the “New High Arctic Common Shares”) that will be issued to shareholders upon completion of the Arrangement.

As of the closing date of the Arrangement, which is expected to occur on or about August 9, 2024, each High Arctic shareholder will receive one-quarter (1/4) common share of SpinCo and one-quarter (1/4) common share of New High Arctic for each existing High Arctic common share. The Arrangement, together with a distribution of $0.76 per share to shareholders in the form of a return of capital (the “Capital Return”) and other matters, was approved by shareholders at the Annual General Meeting and Special Meeting held on June 17, 2024.

These arrangements remain subject to the satisfaction of certain closing conditions, including final approval by the Toronto Stock Exchange for the listing of New High Arctic common shares, and final approval by the Toronto Stock Exchange for the listing of SpinCo common shares.

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For further information regarding the Arrangement and the redemption of capital, please see the Company’s Management Briefing Letter dated May 9, 2024, and the Newsletters dated May 11, 2024, May 21, 2024, May 29, 2024, June 12, 2024, June 18, 2024, June 27, 2024, June 28, 2024 and July 31, 2024 available on the Company’s SEDAR+ filing at www.sedarplus.ca.

About the High Arctic

High Arctic is an energy services company. High Arctic is the market leader in Papua New Guinea providing specialized drilling and well completion services and rental equipment including drilling rigs, camps, material handling and drilling support equipment. In Western Canada, High Arctic provides pressure control and high-pressure oil and gas well stimulation support equipment on a rental basis to exploration and production companies, from its bases in Whitecourt and Red Deer, Alberta.

For more information, please contact:

Color Pat
Chief Financial Officer
1.587.318.2218
1.800.668.7143

High Arctic Energy Services
Suite 2350, 330 5th Street SW
Calgary, Alberta, Canada T2P 0L4
Website: www.haes.ca
e-mail: info@haes.ca

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Forward looking data

This press release contains forward-looking statements. When used in this document, the words “may,” “will,” “would,” “intend,” “plan,” “expect,” “believe,” “seek,” “propose,” “estimate,” “anticipate,” and similar expressions are intended to identify forward-looking statements. These statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to differ materially from those described in this press release. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual results may differ materially from those described in this press release as intended, planned, anticipated, believed, estimated or projected. Specific forward-looking statements in this press release include, but are not limited to, statements relating to: the Company’s ability to obtain final TSXV approval to list SpinCo common stock, the Company’s ability to obtain final TSX approval to list New High Arctic common stock, and the completion of the Arrangement. The Company’s actual results may differ materially from those projected in these forward-looking statements as a result of the risk factors described 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 made only as of the date of this press release. The Company undertakes no obligation to update these forward-looking statements to reflect new information, subsequent events or otherwise, except as required by law.

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