High Arctic Energy Services Inc. ("High Arctic" or the "Corporation")
is pleased to announce it has entered into an agreement dated May 21, 2014
with National Bank Financial Inc. ("NBF") as lead underwriter on its own
behalf and on behalf of a syndicate of underwriters including PI Financial
Corp., AltaCorp Capital Inc., and Lightyear Capital Inc. (collectively, the
"Underwriters") in connection with the proposed public offering
("Offering") of subscription receipts of the Corporation ("Subscription
Receipts"). Pursuant to the terms of the agreement, the Underwriters will
purchase for resale from High Arctic, on a bought deal basis, a treasury
offering of 5,051,000 Subscription Receipts at a price of $4.95 per
Subscription Receipt for aggregate gross proceeds to the Corporation of
$25,002,450.
The proceeds of the Offering will be used by the Corporation to
partially fund the previously announced acquisition of two heli-portable
drilling rigs and associated ancillary equipment (the "Acquisition") and
will be held in escrow pending the completion of the Acquisition. Details
of the Acquisition and the 2-year drilling services contract with InterOil
Corporation are available in the news release of the Corporation dated
April 9, 2014.
FBC Holdings Sarl, an insider of the Corporation, which holds
approximately 41% of the issued and outstanding Common Shares in the
Corporation as of the date of this news release, has agreed, directly or
through its investment manager Cyrus Capital Partners, L.P., to purchase a
minimum of 1,516,000 Subscription Receipts at a price of $4.95 per
Subscription Receipt, for gross proceeds of $7,504,200.
If all outstanding conditions to the completion of the Acquisition
(other than payment of the purchase price) are met (the "Escrow Release
Conditions"), the net proceeds from the sale of the Subscription Receipts
will be released to High Arctic to finance, in part, the purchase price of
the Acquisition, and each Subscription Receipt will be exchanged for one
common share of the Corporation ("Common Share").
The Subscription Receipts will be offered for distribution in
British Columbia, Alberta, Saskatchewan, Manitoba and Ontario by way of a
short form prospectus. The Subscription Receipts may also be placed on a
private placement basis in the United States pursuant to applicable
exemptions under United States Securities Act of 1933, in the United
Kingdom and in certain other jurisdictions as may be agreed to by High
Arctic.
The Offering is expected to close on or before June 11, 2014,
subject to customary conditions and the receipt of all regulatory approvals
including the approval of the Toronto Stock Exchange ("TSX") and of
applicable securities regulatory authorities. There can be no assurance as
to whether or when the Offering will be completed, or whether the Escrow
Release Conditions will be met and the Common Shares underlying the
Subscription Receipts released to the subscribers. If the Escrow Release
Conditions are not satisfied in accordance with terms of the Offering on or
before August 15, 2014, holders of the Subscription Receipts will be
entitled to the return of their subscription amount plus their pro rata
share of any interest earned on such subscription amount.
The securities being offered have not, nor will they be registered
under the United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States absent U.S. registration or an
applicable exemption from such registration requirements. This release does
not constitute an offer for sale or the solicitation of an offer to buy
securities in the United States or in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About High Arctic
The Corporation is a provider of specialized oilfield equipment and
services for drilling, completion and work over operations. Based in
Alberta, High Arctic has operations throughout Western Canada and in Papua
New Guinea. The Corporation's most recent investor presentation can be
found at www.haes.ca.
is pleased to announce it has entered into an agreement dated May 21, 2014 with National Bank Financial Inc. ("NBF"