CALGARY, Alberta – May 15, 2024, High Arctic Energy Services Inc. (TSX: HWO) (the “Corporation” or “High Arctic”)
released its’ first quarter financial and operating results. The unaudited consolidated financial statements, management
discussion & analysis (“MD&A”), for the quarter ended March 31, 2024 will be available on SEDAR+ at
www.sedarplus.ca, and on High Arctic’s website at www.haes.ca. All amounts are denominated in Canadian dollars
(“CAD”), unless otherwise indicated.
Intention to Return Capital and Reorganize
On May 11, 2024 the Corporation announced the Annual General and Special Meeting of Shareholders to be held in
Calgary, Alberta on June 17, 2024 (the “Meeting”). The meeting has been called by the High Arctic Board of Directors
for the purpose of holding a shareholders vote on the separation of the Corporation’s North American and Papua New
Guinea (“PNG”) businesses, by way of a court-approved plan of arrangement (the “Arrangement”), as well as a
distribution of surplus cash to shareholders by way of a return of capital of up to $0.76 per common share ( up to $38.2
million) of High Arctic (the “Return of Capital”).
The Arrangement will transfer High Arctic’s PNG business to a separate, dedicated, and independent, publicly traded
company named High Arctic Overseas Holdings Corp. (“SpinCo”), while High Arctic will continue to own and operate
the Corporation’s existing North American Business. Each of the two companies will have its own management and
operational teams and a separate Board of Directors.
Under the proposed Arrangement, each shareholder of High Arctic will receive one-quarter of one (1/4) common share
of SpinCo and one-quarter of one (1/4) common share of post-Arrangement High Arctic for each common share of High
Arctic held. As a result of the Arrangement, each shareholder will continue to own its pro rata portion of both SpinCo
and post-Arrangement High Arctic. 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 the Meeting. Both the
Arrangement and the Return of Capital will require two thirds (2/3) of all votes cast in favour to pass.
Mike Maguire, Chief Executive Officer commented:
“Our businesses in both Canada and PNG have had very solid starts to 2024. Our recent acquisition and
amalgamation of Delta Rental Services in Canada has delivered financial performance in line with our pretransaction
expectations and we anticipate further improvement as we move out of integration phase and
optimize equipment cross-deployment. In PNG Rig 103 has delivered another high-quality quarter of drilling
activity ahead of its suspension and stacking which will be completed in Q2 2024.
I am pleased to have finally published the details of our long-anticipated reorganization and the associated
tax efficient Return of Capital to shareholders. I am excited about the opportunities that this can unlock for the
two distinct and separate businesses. Mail-out of meeting materials to shareholders is underway and I
encourage all shareholders to read the materials which detail the reasons supporting the Arrangement, key
dates and the processes available for voting.
The PNG business will be owned by a new publicly listed Canadian company with operations focussed on
PNG. High Arctic will retain the Canadian assets which have been strengthened with the addition of Delta
Rental Services and is an attractive vehicle for future growth and transactions. The Board and Management
of High Arctic unanimously recommend that all shareholders vote in favour of all resolutions at the meeting.”
In the following discussion, the three months ended March 31, 2024 may be referred to as the “quarter” or “Q1 2024”
and the comparative three months ended March 31, 2023 may be referred to as “Q1 2023”. References to other quarters
may be presented as “QX 20XX” with X/XX being the quarter/year to which the commentary relates.
2024 FIRST QUARTER HIGHLIGHTS
Seamless integration of the Delta business with the legacy High Arctic rental business that now operates
under the Delta Rental Services banner with first quarter results in line with expectations, and potential for
upside from deploying underutilized assets into our expanded geographical coverage in Alberta.
Realized a fourth continuous quarter of full utilization of PNG Rig 103 and with performance in Q1 2024
consistent with the second half of 2023.
Improved liquidity with a working capital balance of $67.5 million, which includes a cash balance of $57.3
million, and long-term debt of $3.5 million.
Generated Adjusted EBITDA from continuing operations of $4.5 million on revenue of $18.0 million.
Achieved net income of $3.5 million or $0.07 per share on a fully-diluted basis.
Strong Q1 2024 operational performance from Team Snubbing resulted in $0.5 million in income from equity
investments from High Arctic’s 42% equity investment.
2024 Strategic Objectives
High Arctic’s 2024 Strategic Objectives build on the platforms created and directions taken in 2023, and include:
Continued relentless focus on safety excellence and quality service delivery,
Distribute surplus capital and prepare for the spin out of the PNG business to shareholders,
Create appropriate capital and corporate structures for the current businesses, that provide the opportunity
to consider transactions which would create value for the Corporation’s shareholders,
Grow the core businesses through selective and opportunistic investments,
Steward capital to preserve balance sheet strength and financial flexibility, and
Execute accretive acquisitions in Canada that allow the Corporation to optimize its available tax loss carryforwards.
Q1 2024 Investor Conference Call
A High Arctic investor conference call is schedule to begin at 11:00 am MT (1:00 pm ET) on Thursday, May 16, 2024.
The conference call dial in numbers are 1-800-898-3989 or 416-340-2217 and the participant passcode is 6026512#.
Participants joining from outside North America can find International dial-in numbers at:
https://www.confsolutions.ca/ILT?oss=7P1R8009525114
An archived recording of the conference call will be available approximately two hours after the call ends by dialing 1-
800-408-3053 and entering passcode 8446938# will remain available until June 15, 2024. An audio recording of the
conference call will also be available within 24 hours on High Arctic’s website