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High Arctic Announces Formation of Restructuring Committee; New Stock Option Plan; and Repricing of Previously Granted Stock Options

2008-04-07 05:00:00

High Arctic Announces Formation of Restructuring Committee; New Stock Option Plan; and Repricing of Previously Granted Stock Options

RED DEER, ALBERTA–( EMWNews – April 7, 2008) –

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

High Arctic Energy Services Inc. (TSX:HWO) (“High Arctic” or the “Corporation”) previously announced that the board of directors of the Corporation has created a restructuring committee (the “Committee”) with the primary mandate of dealing with the Corporation’s lenders and taking the necessary actions to put the Corporation back on a sound financial footing. The Committee is composed of Michael Binnion, Chairman of the Board; Jed Wood, President and Chief Executive Officer; and Dennis Sykora, Executive Vice President and General Counsel. The mandate for the Committee provides the Committee with the following powers and responsibilities: to receive and review all information it requests from senior officers of the Corporation; to approve all material contracts related to the Restructuring Project; to review the bank and financial statements of the Corporation; to approve all financial forecasts of the Corporation; to meet with the Corporation’s lenders and negotiate on behalf of the Corporation as to any amendments to the existing credit facilities; to approve and recommend to the Board of Directors any new financing arrangements or amendments to existing financing arrangements; to approve and recommend to the Board of Directors all budgets and business plans of the Corporation; to delegate and give direction to the Corporation’s senior officers such responsibilities and powers as they deem appropriate; and such ancillary powers as may be necessary or appropriate to give full or better effect to the purpose and mandate of the Committee. The mandate is for a period of two years and the Committee has the full support of Mr. Jed Wood who directly and indirectly holds approximately 41.7% of the outstanding shares of the Corporation. For the Corporation to be successful in 2008 and beyond, it must deal with its high debt levels and, in particular, repay debt or negotiate new credit facility terms. The Corporation believes that the Committee will be instrumental in that process.

In addition to the debt issues, the Committee has identified that the Corporation’s financial circumstances have created challenges in attracting and retaining employees. The current stock option plan (referred to herein as the “Old Plan”) was implemented to attract and retain key individuals and to provide an incentive for the directors, officers, key employees and consultants to contribute to the future success and prosperity of the Corporation. However, the Committee (and the board of directors) has concluded that the Old Plan is no longer effective in its current form based on the following factors. First, the number of Common Shares that can be issued under the Old Plan is limited to 10% of the issued and outstanding Common Shares of the Corporation and nearly all of the reserved options under the Old Plan have been awarded. As the Corporation has 42,442,325 Common Shares outstanding, it is restricted to 4,244,232 options under the Old Plan. As 4,151,750 options have been granted under the Old Plan, the 92,483 remaining options available for granting is insufficient to adequately compensate, attract and retain employees. Second, all of the current outstanding options provide inadequate incentive as the exercise prices significantly exceed the current market value of the Common Shares. A significant number of the current outstanding options were granted in 2005, during a period of very different market conditions for the energy services sector, and have exercise prices of $10.00 and above.

Based on the above, the Committee has recommended to the board of directors, and the board of directors have accepted such recommendation, that in order to retain and motivate the people required for the restructuring plan to succeed, the Old Plan must be changed. The proposal by the Committee (which proposal has been approved by the board) contains two parts:

(i) that a new stock option plan be adopted (the “New Plan”), which New Plan would increase the maximum number of Common Shares reserved for issuance from 10% to a fixed number of Common Shares in an amount equal to 20% of the Common Shares issued and outstanding on the date such New Plan is adopted; and

(ii) that the exercise price of the current outstanding options be reduced to the current market value of the Common Shares on April 04, 2008.

The Committee and the board of directors believe that the ability to retain and motivate the employees is a key factor to the lenders in supporting the Corporation.

The New Plan

Under the New Plan, the Board of Directors of the Corporation may, from time to time, grant options to purchase Common Shares (“Options”) to certain directors, officers, key employees and consultants of the Corporation or its subsidiaries. The maximum number of Common Shares issuable under the New Plan and all other security based compensation arrangements of the Corporation is fixed at 8,488,465 Common Shares, subject to the limitation that the aggregate number of Common Shares reserved for issuance to any one person, including “insiders”, under the New Plan, together with all other security based compensation arrangements of the Corporation, must not exceed 5% of the then outstanding Common Shares (on a non-diluted basis).

Upon receipt of the requisite shareholder approval of the New Plan, 8,488,465 Common Shares (including the 4,151,750 Options currently issued and outstanding) will be reserved for issuance under the New Plan, representing approximately 20% of the issued and outstanding Common Shares. As at the date hereof, there are Options to purchase 4,151,750 Common Shares issued and outstanding under the Old Plan, representing approximately 9.8% of the issued and outstanding Common Shares and Options to purchase 92,483 Common Shares are available for grant, representing approximately 0.2% of the issued and outstanding Common Shares.

The New Plan is subject to, among other conditions, TSX and disinterested shareholder approval. Such shareholder approval must be obtained by a majority of the votes cast at a meeting of shareholders, other than votes attaching to shares beneficially owned by Insiders of the Corporation who are entitled to receive a benefit under the New Plan.

Of the 4,151,750 Options outstanding as at the date hereof, a total of 2,575,000 Options are held by Insiders. On April 5, 2008, the Board of Directors conditionally granted a further 3,600,000 Options, subject to receipt of shareholder approval for the New Plan, at an exercise price of $0.75 per Common Share which was the “market price” (calculated by taking the five (5) day volume weighted average trading price prior to the date of grant) of the Common Shares on the TSX.

Repricing of Current Options

Pursuant to a directors resolution dated effective April 5, 2008, subject to the approval of the TSX and the disinterested shareholders of the Corporation, the board of directors approved the re-pricing of the 4,151,750 currently outstanding Options whereby the exercise prices of such Options were reduced to $0.75 per share (being the five (5) day volume weighted average trading price of the Common Shares on the TSX on April 4, 2008, without discount). Prior to such re-pricing, the 4,151,750 currently outstanding Options entitled the holders thereof to purchase up to an aggregate of 4,151,750 Common Shares of the Corporation at exercise prices ranging from $1.36 per share to $13.87 per share. As described above, as part of the restructuring plan of the Corporation and in an effort to continue to provide competitive performance incentive compensation to directors, senior officers, key employees and consultants of the Corporation, it is proposed that the exercise price of all existing Options be reduced to $0.75 per share and that all other terms and conditions, including the expiry date of such Options, remain unchanged.

Subject to the approval of the TSX and the disinterested shareholders of the Corporation, the board of directors also approved the issuance to participants of replacement Options in exchange for those Options that have been surrendered for cancellation during 2008, within three (3) months of the surrender date, with such replacement Options having the same price as the re-priced Options with the same other terms and conditions (including expiry date) as the surrendered Options. The number of replacement Options is 208,000 to replace Options cancelled on February 18, 2008 and those replacement Options are included in the outstanding balance of 4,151,750.

The TSX requires that shareholders must ratify and approve the proposed re-pricing of Options and the issuance of the replacement Options within three (3) months of the date the Board of Directors approved the re-pricing or surrender date, as the case may be, and that such approval must be obtained by a majority of the votes cast at a meeting of shareholders, other than votes attaching to shares beneficially owned by Insiders. Accordingly, Common Shares owned by Insiders and their associates, will not be included for the purpose of determining whether the required level of shareholder approval has been obtained.

Forward-Looking Statements

This news release may contain forward-looking statements relating to expected future events and financial and operating results of the Corporation that involve risks and uncertainties. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including market and general economic conditions and the risks and uncertainties detailed in the Corporation’s Management Discussion and Analysis for the year ended December 31, 2007 and in High Arctic’s Annual Information Form for the year ended December 31, 2007 and High Arctic’s Information Circular dated May 29, 2007, all found on SEDAR (www.sedar.com). Due to the potential impact of these factors, the Corporation disclaims 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

The Corporation, through its subsidiaries, is a global provider of specialized oilfield equipment and services, including drilling, completion and workover operations. Based in Red Deer, High Arctic has domestic operations in Alberta, British Columbia and the Northwest Territories. International operations are currently active in Mexico, the Middle East, Northern Africa and Asia.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

For more information, please contact

High Arctic Energy Services Inc.
Jed Wood
President and Chief Executive Officer
(403) 340-9825
Email: jed.wood@haes.ca

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