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.