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.
