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 CALGARY, Alberta, Aug. 15, 2024 (GLOBE NEWSWIRE) --  High Arctic Energy Services Inc. (TSX:HWO) (the "Corporation" or "High Arctic") has released its' second quarter financial and operating results. The unaudited consolidated financial statements, management discussion & analysis ("MD&A"), for the three and six months ended June 30, 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. Completion of Reorganization On June 17, 2024, the Corporation held its Annual and Special General Meeting where the Corporation's shareholders approved, amongst other things, a special resolution approving a reorganization of the Corporation by way of a plan of arrangement (the "Arrangement") and a return of capital of up to $0.76 per common share of High Arctic (the "Return of Capital"). Pursuant to the reorganization of the Corporation, the PNG business was spun out to the current High Arctic shareholders through a new publicly listed entity High Arctic Overseas Holdings Corp. ("SpinCo") that will trade on the TSX Venture Exchange under the trading symbol HOH. On June 27, 2024, the Corporation received a final order approving the Arrangement from the Alberta Court of ‎King's Bench, and the Return of Capital was distributed to shareholders on July 17, 2024. On August 1, 2024, the Corporation was able to fulfill the last major condition in the Arrangement which was the receipt of conditional approval from the TSX Venture Exchange to have the SpinCo shares trade on its exchange. All other terms and conditions to ‎the Arrangement were satisfied subsequent to receipt of conditional approval from the TSX Venture Exchange and the Arrangement was completed on August 12, ‎‎2024 and the final approval from the TSX and TSX Venture exchange was received on August 14, 2024.‎ The shares of SpinCo are expected to commence trading on the TSX Venture Exchange on or about August 16, 2024. Pursuant to the Arrangement, each shareholder of High Arctic received 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 continues to own its pro rata portion of both SpinCo and post-Arrangement High Arctic. SpinCo's now stand-alone PNG business begins with intact senior leadership and management, a new and independent Board of Directors, a separate stock exchange listing, a strong capital structure, no long-term debt and positive working capital of approximately US$19 million, including US$13 million in cash. Mike Maguire, Chief Executive Officer commented: "Our businesses in both Canada and PNG have performed well in the first half of 2024, setting up both High Arctic and SpinCo with strong financial positions for the commencement of trading as independently listed companies. I am very pleased to have completed the strategic re-organization of the Corporation and excited to be on the precipice of a new chapter in the High Arctic story as the two entities commence separate trading later this week. Both High Arctic and SpinCo have no net debt and access to cash at bank to finance budgeted activities and provide a platform for growth for each business to realize its potential and maximize value for their shareholders. In Canada the performance of our rental business in the first half of 2024 is in-line with our pre-transaction expectations following the acquisition and integration of Delta Rental Services. Having a cash positive business, when adjusted for re-organization costs, positions High Arctic as an attractive vehicle for future growth and transactions. In PNG Rig 103 completed services and was stacked at the forward base in the Southern Highlands, as expected. We anticipate a period of modest activity, through our rentals and manpower provision, as we await significant strategic decisions on major project advancement now expected in 2025." Additional Information Pertaining to the ReorganizationThe Corporation has received final approval today to list the post-Arrangement common shares of High Arctic (the "New High Arctic Common Shares") on the Toronto Stock Exchange ("TSX"). The existing ‎common shares are expected to be delisted from the TSX as of the close of business on August 15‎, 2024. The ‎New High Arctic Common Shares are expected to commence trading on the TSX at the market opening on August ‎16‎, 2024 and the CUSIP number for the New High Arctic Shares will be "42964L109". Pursuant to the completion of the Reorganization the Corporation has today terminated its normal course issuer bid arrangement which has been in place since December 13, 2023. With the completion of the reorganization and in accordance with the Arrangement, the Corporation is obliged for Canadian taxation compliance purposes to determine the fair market value of the SpinCo shares. The Corporation and SpinCo have begun the valuation process to determine the fair market value for SpinCo and expects to provide the fair market value of the SpinCo shares to shareholders prior to November 2024. Second Quarter Results In the following discussion, the three months ended June 30, 2024 may be referred to as the "quarter" or "Q2 2024" and the comparative three months ended June 30, 2023 may be referred to as "Q2 2023". References to other quarters may be presented as "QX 20XX" with X/XX being the quarter/year to which the commentary relates. Additionally, the six-months ended June 30, 2024 may be referred to as "YTD" or "YTD-2024". References to other six-month periods ended June 30 may be presented as "YTD-20XX" with XX being the year to which the six-month period ended June 30 commentary relates. 2024 SECOND QUARTER HIGHLIGHTS Transformational developments from shareholder approvals on June 17, 2024: $37.8 million return of capital to shareholders completed on July 17, 2024 funded through sale proceeds on 2022 disposal of Canadian well servicing assets, and Reorganization of capital structure to provide shareholders separate holdings in two publicly-traded entities, with dedicated leadership, governance structure and solid financial positioning. The continuing Canadian business and listing on the TSX (ticker HWO), and The spinoff of the PNG business and new listing on the TSX Venture Exchange (ticker HOH). Continued integration of the Delta Acquisition with the legacy High Arctic rental business that now operates under the Delta Rental Services banner with deployment of additional underutilized assets into our expanded geographical coverage in Alberta. Increased revenue from continuing operations by $1,869 or 281% in the quarter when compared to revenue of $664 from Q2 2023 as a result of the impact of the Delta Acquisition on the 2024 results. Achieved positive Adjusted EBITDA from continuing operations of $187 in the quarter versus negative Adjusted EBITDA for Q2 2023 of ($934). Narrowed the operating loss from continuing operations from $1,400 in Q2 2023 to $1,363 in Q2 2024 as a result of the contribution from the Delta Acquisition which was mostly offset by $763 of additional G&A expenses incurred relating to the corporate reorganization. 2024 YEAR TO DATE HIGHLIGHTS Similar to the discrete quarter results, High Arctic's revenue from continuing operations increased 314% to $5,521 compared to revenue of $1,332 achieved in the first six months of 2023 as a result of the Delta Acquisition on 2024 results. Achieved strong oilfield services operating margins from continuing operations of 49.4% for the first half of 2024. Narrowed the use of funds flow from operations from continuing operating activities as the YTD-2024 saw a use of $96 compared to a use of $747 for the first six months of 2023 driven by strong operational performance from the Delta Acquisition offset by the significant additional G&A expenses incurred in 2024 due to the corporate reorganization initiatives. Working capital at the end of the quarter totaled $4,368, including cash of $3.3 million (after giving affect to the Return of Capital distribution). This positioning stands to support organic growth and be an initial basis for acquisition growth through selective and opportunistic investments. Q1 2024 Investor Conference CallA High Arctic investor conference call is schedule to begin at 3:00 pm MT (5:00 pm ET) on Thursday, August 15, 2024. The conference call dial-in numbers are 1-800-898-3989 or 416-340-2217 and the participant passcode is 7163931#. 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 September 15, 2024. An audio recording of the conference call will also be available within 24 hours on High Arctic's website. RESULTS OVERVIEW The following is a summary of select financial information of the Corporation:   Three months ended June 30 Six months ended June 30 (thousands of Canadian Dollars, except per share amounts) 2024   2023   2024   2023   Operating results from continuing operations:         Revenue – continuing operations 2,533   664   5,521   1,332   Net loss - continuing operations (1,709 ) (1,546 ) (1,527 ) (1,706 ) Per share (basic & diluted)(1) (0.04 ) (0.03 ) (0.03 ) (0.03 ) Oilfield services operating margin - continuing operations(2) 1,204   309   2,729   760   Oilfield services operating margin as a % of revenue(2) 47.5 % 46.5 % 49.4 % 57.1 % EBITDA - continuing operations(2) (1,465 ) (1,613 ) (1,233 ) (1,755 ) Adjusted EBITDA - continuing operations(2) 187   (934 ) 280   (1,331 ) Operating loss - continuing operations(2) (1,363 ) (1,400 ) (2,433 ) (2,438 ) Cash flow from continuing operations:         Cash flow from continuing operating activities (761 ) 626   (490 )