Mr. Lonn Bate reports

HIGH ARCTIC ENERGY SERVICES INC. ENTERS INTO A DEFINITIVE AGREEMENT TO BE ACQUIRED BY NEWPORT CAPITAL IN A GO-PRIVATE TRANSACTION AND ANNOUNCES INTENT TO MAKE A CASH DISTRIBUTION TO SHAREHOLDERS

High Arctic Energy Services Inc. has entered into a definitive arrangement agreement dated Nov. 13, 2026, with Newport Capital Ltd., pursuant to which Newport, directly or through a wholly owned subsidiary, has agreed to acquire all of the issued and outstanding common shares of High Arctic for cash consideration of $1.59 per High Arctic share, subject to adjustment in accordance with the terms of the arrangement agreement. The aggregate base purchase price payable by Newport is approximately $20.2-million, subject to the adjustments described below.

In addition to the cash consideration payable by Newport, High Arctic shareholders are expected to receive, as part of the transaction, a cash distribution by way of a return of capital and/or a dividend. The shareholder distribution expected to be paid to the High Arctic shareholders is expected to range from a minimum of 20 cents to a maximum of 30 cents per High Arctic share. The final amount of the shareholder distribution will be determined by reference to High Arctic's working capital at closing, as described below.

The transaction will be completed by way of a statutory plan of arrangement under the Business Corporations Act (Alberta) and, subject to the satisfaction or waiver of the conditions to closing described below, is expected to close in December, 2026, and in any event prior to Feb. 28, 2027.

Simon Batcup, chairman of the board of directors, commented: "This transaction and additional cash distribution to shareholders represents the successful culmination of the board of directors' strategic review and delivers compelling and immediate value to High Arctic shareholders. The combination of a significant premium to High Arctic's recent trading price and the anticipated additional cash distribution provides shareholders with an attractive opportunity to realize the maximum value for their shareholdings while eliminating the risks inherent in pursuing our business plan.

"This transaction also marks the beginning of a new chapter in High Arctic's history, a story that began in 1993 and since spanned multiple countries and a diverse range of oil field services delivered to customers around the world. The board of directors and executive management are proud of what High Arctic and its people have accomplished over more than three decades, and we are confident that, under its new ownership, High Arctic and its exceptional employee group are well positioned to build on that legacy and achieve continued success."

Transaction highlights

Certain and immediate cash value:

• The cash consideration of $1.59 per High Arctic share represents a premium of approximately 19 per cent to the closing price of the High Arctic shares on the Toronto Stock Exchange on Nov. 13, 2026, a premium of approximately 27 per cent to the 20-day volume-weighted average trading price of the High Arctic shares on the TSX for the period ended Nov. 13, 2026, and a premium of approximately 77 per cent to the closing price of the High Arctic shares on the TSX on May 14, 2026, when the board of directors initiated the strategic review described below.
• The all-cash consideration provides High Arctic shareholders with immediate liquidity and certainty of value, without exposure to the execution, market and commodity price risks associated with High Arctic's stand-alone business plan.

Additional return of capital:

• High Arctic shareholders are expected to receive the shareholder distribution, by way of a return of capital, in addition to the cash consideration payable by Newport. The final amount of the shareholder distribution will be determined by reference to the amount by which High Arctic's working capital at closing exceeds the target working capital amount of $2,432,000 set out in the arrangement agreement and remains subject to the approval of Newport (acting reasonably) and the board.

Certainty of completion:

• Newport has represented that it has, and at closing will have, sufficient funds available to satisfy its obligations under the arrangement agreement, and completion of the transaction is not subject to a financing condition.
• All of the directors and officers of High Arctic, together with FBC Holdings Sarl, a significant shareholder of High Arctic, holding in aggregate approximately 49.2 per cent of the outstanding High Arctic shares, have entered into voting support agreements pursuant to which they have agreed to vote in favour of the transaction.

Rationale for the transaction

The transaction and additional cash distribution to shareholders provide compelling value relative to the strategic alternatives available to the corporation. Since completing its corporate reorganization in 2024, High Arctic has actively pursued opportunities for accretive acquisitions in Canada to enhance shareholder value. However, the persistent and significant discount between the trading price of High Arctic's shares and their underlying value has limited the corporation's ability to use its shares as acquisition currency and made it challenging to structure transactions that would be accretive to existing shareholders.

The combined total cash consideration expected to be received by High Arctic shareholders upon completion of the transaction represents an attractive premium to the corporation's recent market trading price.

Strategic review and recommendation of the board of directors

In May, 2026, the board established a special committee of independent directors to conduct a strategic review, with the ultimate goal to recommend to the board a broad range of alternatives to maximize shareholder value. The strategic review culminated in the entering into of a letter of intent with Newport on Oct. 2, 2026, and the arrangement agreement on Nov. 13, 2026.

The board, after receiving the advice of its financial and legal advisers, and having received the fairness opinion (as defined below), has unanimously: (i) determined that the arrangement is fair to High Arctic shareholders; (ii) determined that the arrangement and the entering into of the arrangement agreement are in the best interests of the corporation; (iii) approved the arrangement agreement and the transactions contemplated thereby; and (iv) resolved to recommend that High Arctic shareholders vote in favour of the special resolution approving the arrangement at the High Arctic meeting (as defined below).

Transaction details

High Arctic and Newport have entered into the arrangement agreement to effect the transaction by way of a plan of arrangement under Section 193 of the ABCA. Under the terms of the arrangement, each High Arctic share (other than those held by High Arctic shareholders who validly exercise dissent rights) will be transferred to Newport, or a wholly owned subsidiary of Newport, in exchange for $1.59 in cash, subject to adjustment in accordance with the arrangement agreement. Where the transaction is completed through a subsidiary, Newport has unconditionally guaranteed the performance of that subsidiary's obligations.

Purchase price details

The aggregate base purchase price of $20,191,499 payable by Newport is subject to downward adjustment, on a dollar-for-dollar basis, as of the effective date of the arrangement to the extent that: (i) High Arctic has any outstanding indebtedness; (ii) High Arctic's cash and cash equivalents are less than the minimum cash amount of $100,000 required under the arrangement agreement; or (iii) any High Arctic transaction costs are not expected to be paid and fully discharged by High Arctic as of the delivery of the final working capital statement (provided that High Arctic may instead elect to increase its minimum cash amount by the amount of such unpaid costs). High Arctic currently expects to repay and discharge its credit facility and mortgage financing, and to pay its transaction costs, prior to closing such that no adjustment to the $1.59 per share cash consideration is anticipated.

Shareholder distribution

Prior to the acquisition of the High Arctic shares by Newport, High Arctic expects, subject to the conditions described below, to reduce its stated capital and distribute an equal amount in cash to High Arctic shareholders as a return of capital, issue a dividend or both. To the extent that High Arctic's working capital at closing, as reflected in the working capital statement agreed between High Arctic and Newport, exceeds the target working capital amount of $2,432,000, such excess may be distributed to High Arctic shareholders as part of the shareholder distribution. The shareholder distribution will not exceed the unrestricted cash available to High Arctic immediately prior to closing after reserving for all transaction costs that the required minimum cash and any other cash High Arctic is required to retain under the arrangement agreement. The shareholder distribution is subject to the approval of Newport (acting reasonably) and the board, and to the receipt of all required corporate, shareholder, court, securities law, stock exchange, tax and other regulatory approvals.

Treatment of stock options

Immediately prior to the arrangement, all outstanding stock options of High Arctic (whether vested or unvested) will vest and will be surrendered to High Arctic in exchange for a cash payment equal to the amount, if any, by which $1.59 exceeds the exercise price of such option, less applicable withholdings in accordance with the company's omnibus equity incentive plan.

Shareholder and court approvals

The arrangement will require the approval of at least 66-2/3rds per cent of the votes cast by High Arctic shareholders present in person or represented by proxy at a special meeting of High Arctic shareholders to be called to consider the arrangement resolution and, if required, a majority of the votes cast by High Arctic shareholders, excluding the votes of persons required to be excluded under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The High Arctic meeting is expected to be held in December, 2026. The arrangement is also subject to the approval of the Court of King's Bench of Alberta.

Conditions to closing

In addition to the shareholder and court approvals described above, completion of the transaction is subject to the satisfaction or waiver of certain other conditions customary for a transaction of this nature, including, among others: the approval of the Toronto Stock Exchange; holders of not more than 15 per cent of the outstanding High Arctic shares having validly exercised dissent rights; the repayment and discharge in full of High Arctic's credit facility and mortgage financing; the payment and discharge of all High Arctic transaction costs; the completion of the sale or other disposition of certain real estate assets owned by High Arctic, or the implementation of an alternative arrangement acceptable to Newport; and the absence of a material adverse change in respect of High Arctic.

Deal protections

The arrangement agreement contains representations and warranties, covenants, and conditions customary for a transaction of this nature, including a non-solicitation covenant on the part of High Arctic, subject to customary fiduciary out provisions that entitle High Arctic to consider and accept a superior proposal, and a right in favour of Newport to match any superior proposal within five business days of receipt of the superior proposal. The arrangement agreement provides for a termination fee of $1-million payable by High Arctic to Newport in certain circumstances, including if High Arctic terminates the arrangement agreement to accept a superior proposal or the board changes its recommendation to the shareholders to vote in favour of the arrangement resolution, and a termination fee of $1-million payable by Newport to High Arctic in the event that Newport breaches its covenants in a manner that would reasonably be expected to materially impede completion of the arrangement and fails to cure such breach.

Further information

Further details regarding the arrangement will be included in the management information circular of High Arctic to be mailed to High Arctic shareholders in connection with the High Arctic meeting. Copies of the arrangement agreement and the circular will be filed on High Arctic's SEDAR+ profile and will be available for viewing at SEDAR+. Following completion of the arrangement, the High Arctic shares are expected to be delisted from the TSX, and High Arctic is expected to apply to cease to be a reporting issuer under applicable Canadian securities laws.

Financial advisers, fairness opinion and legal counsel

ATB Cormark Capital Markets is acting as financial adviser to High Arctic. Sayer Energy Advisors has provided an opinion to the board to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by High Arctic shareholders under the arrangement is fair, from a financial point of view, to High Arctic shareholders. DLA Piper (Canada) LLP is acting as legal counsel to High Arctic. Burnet, Duckworth & Palmer LLP is acting as legal counsel to Newport, and Gowling WLG is acting as special tax counsel to Newport.

About High Arctic Energy Services Inc.

High Arctic is an energy service provider. High Arctic provides pressure control equipment and equipment supporting the high-pressure stimulation of oil and gas wells and other oil field equipment on a rental basis to exploration and production companies, from its bases in Whitecourt and Red Deer, Alta. Additionally, High Arctic maintains a minority equity interest in Team Snubbing, a leading provider of well control services to the oil and gas drilling industry with operations in Western Canada and Alaska, United States. The High Arctic shares trade on the TSX under the symbol HWO.

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