High Arctic Announces Results of Shareholders’ Meeting
CALGARY, Canada – June 18, 2024 – High Arctic Energy Services Inc. (TSX: HWO) (“High Arctic” or the “Corporation”) is pleased to announce the results from its 2024 annual general and special meeting of shareholders held on June 17, 2024 in Calgary, Alberta (the “Meeting”). Each of the matters voted upon at the Meeting was approved by the shareholders at the Meeting. Details of each matter are included in the Corporation’s Management Information Circular dated May 9, 2024 (“Circular”), a copy of which is available on the Corporation’s profile on SEDAR+ at www.sedarplus.ca. The voting results for each matter voted on by the shareholders at the Meeting are provided below. 1. Arrangement The shareholders passed a special resolution approving the plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (“Arrangement”) among High Arctic, its shareholders and High Arctic Overseas Holdings Corp. (“SpinCo”). The Arrangement is described in detail in the Circular and its appendices. The vote in respect of the Arrangement was carried out by ballot, with 98.994% of votes cast being in favour of the resolution approving the Arrangement. Excluding the votes of interested parties as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), 98.92% of votes were cast in favour of the Arrangement. The Corporation will apply for a final order approving the Arrangement from the Alberta Court of King’s Bench on Thursday, June 27, 2024 at 2:00 p.m. Assuming all other terms and conditions to the Arrangement are satisfied, it is expected that the Arrangement will be completed on July 31, 2024. 2. Return of Capital The shareholders passed a special resolution approving the distribution of surplus cash to shareholders by way of a return of capital of up to $0.76 per common share of High Arctic (the “Return of Capital”). The vote in respect of the Return of Capital was carried out by ballot, with 99.085% of votes cast being in favour of the resolution approving the Return of Capital. The amount of the Return of Capital remains subject to determination by the Board of Directors of High Arctic. The Corporation expects that the Return of Capital will be completed and paid to shareholders on or around July 17, 2024. 3. Deferred Share Unit Plan The shareholders passed an ordinary resolution approving the redemption of all outstanding deferred share units (“DSUs”) under the Corporation’s deferred share unit plan. The vote in respect of the DSUs was carried out by ballot, with 98.431% of votes cast being in favour of the resolution. Excluding the votes of shareholders who currently hold DSUs, as required pursuant to the rules of the Toronto Stock Exchange (an aggregate of 2,275,567 shares), 98.297% of votes were cast in favour of the resolution. 4. SpinCo Equity Compensation Plan The shareholders passed an ordinary resolution approving an omnibus equity compensation plan for SpinCo. The vote in respect of the SpinCo equity compensation plan was carried out by ballot, with 98.631% of votes cast being in favour of the resolution. 5. Fixing the Number of Directors The shareholders passed a resolution fixing the number of directors to be elected at the Meeting at four (4). The vote in respect of this matter carried out by show of hands, with 94.473% of votes cast being in favour of the resolution. 6. Election of Directors All of the nominees named in the Circular were elected as directors of the Corporation. The vote in respect of this matter carried out by ballot. The detailed results of voting are as follows: Nominee # Votes For % Votes For # Votes Withheld % Votes Withheld Michael R. Binnion 28,524,297 97.996 583,432 2.004 Simon P.D. Batcup 28,540,756 98.052 566,973 1.948 Douglas J. Strong 28,540,459 98.051 567,270 1.949 Craig F. Nieboer 28,867,556 99.175 240,173 0.825 7. Appointment of Auditor The shareholders approved the reappointment of KPMG LLP, as the auditors of the Corporation to hold office until the close of the next annual meeting of shareholders of the Corporation, with their remuneration to be fixed by the directors. The vote in respect of this matter carried out by show of hands, with 99.374% of votes cast being in favour of the resolution. CEO of High Arctic, Mike Maguire stated “The resounding shareholder support for the Arrangement, the Return of Capital and the other resolutions key to our reorganization confirms our thesis that separating the Canadian and Papua New Guinean businesses is the best pathway for each business to realize its potential and maximize value for our current shareholders.” For more information on the Arrangement and the Return of Capital and the other matters approved at the Meeting, please see the Circular and the Corporation’s news releases dated May 11, 2024, May 21, 2024, May 29, 2024, and June 12, 2024 available on the Corporation’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 … Read more