/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW/
Conversion from Trust to Corporation overwhelmingly approved by
RED DEER, AB, June 29 /CNW/ - High Arctic Energy Services Trust (the
"Trust") and High Arctic Energy Services Inc. ("HAES"), formerly known as
1310867 Alberta Ltd., are pleased to announce the completion of the Trust's
conversion into a growth oriented energy services company pursuant to a court
approved plan of arrangement (the "Arrangement") involving the Trust, HAES and
certain other parties.
At an Annual and Special Meeting (the "Meeting") of securityholders held
June 28, 2007, an aggregate of 22,838,921 trust units, options and
exchangeable shares, representing approximately 99.8% of the votes cast, were
voted in favour of the Arrangement. In addition, an aggregate 22,075,071 of
trust units and exchangeable shares, representing approximately 99.8% of the
votes cast, voted in favour of the Arrangement in a separate vote.
The Arrangement resulted in the reorganization of the Trust into an
energy services company operated by HAES. HAES now, directly or indirectly,
owns all of the assets and has assumed all of the liabilities of the Trust.
HAES has also retained the management team and personnel of the Trust,
including Jed M. Wood, who will continue to act as President and Chief
Executive Officer. The board of directors of HAES is identical to the board of
directors of the Trust.
Pursuant to the Arrangement, holders of trust units received one common
share of HAES for each trust unit held. Holders of exchangeable shares
participated in the Arrangement and received HAES common shares on the same
basis as the holders of trust units, based on the number of trust units which
were issuable upon the exchange or conversion of such exchangeable shares
immediately prior to the effective time of the Arrangement. In addition, all
unexercised and outstanding options to acquire trust units, whether vested or
not, were exchanged for options of HAES having substantially the same terms
(including, without limitation, the same "in the money" amount, if any), other
than the substitution of one HAES common share for each trust unit formerly
purchasable pursuant to the option. Immediately following the Arrangement,
approximately 42.4 million HAES common shares were issued and outstanding.
"High Arctic has taken a significant step in restructuring from a trust
to a corporation at this time. We believe that we are at the forefront of a
model that many other companies will use in their own restructuring process,
as the income trust model in Canada has come to an impasse in its ability to
serve growth-oriented entities such as ours", said Jed Wood, President and
Chief Executive Officer. "Our conversion will further assist the company in
securing long-term stability, greater liquidity and enhanced value for our
shareholders. Coupled with our leading-edge technology, the conversion will
allow High Arctic to continue to aggressively pursue its international growth
strategy, generating greater global market share."
This news release shall not constitute an offer to sell or the
solicitation of any offer to buy, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. The securities offered will not be and have not been registered
under the United States Securities Act of 1933 as amended or the securities
laws of any state and may not be offered or sold in the United States unless
an exemption from registration is available.
This news release contains forward-looking statements including with
respect to the assets owned by HAES and the management of HAES. Although the
Trust and HAES believe that the expectations reflected in these
forward-looking statements are reasonable, undue reliance should not be placed
on them and there can be no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
Due to the potential impact of these factors, the Trust and HAES disclaim
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, unless required by applicable law.
About High Arctic
High Arctic, through its subsidiaries, is a global provider of
specialized oilfield equipment and services, including drilling, completion
and workover operations. High Arctic's new underbalanced drilling technology
and equipment is recognized for its ability to improve oil and gas production
capabilities and is expected to develop greater acceptance in international
markets. Based in Red Deer, Canada, High Arctic has Canadian operations in
Alberta, British Columbia and the Northwest Territories. International
operations are currently active in the Middle East and Asia.
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this news release.
For further information:
For further information: Jed Wood, President and Chief Executive
Officer, High Arctic Energy Services Inc., Tel: (403) 304-9825,