Good morning, ladies and gentlemen. Welcome to the High Arctic Energy Services 2023 Q2 Results conference call. I would now like to turn the meeting over to High Arctic's Chief Executive Officer, Mike Maguire. Please go ahead, Mr. Maguire. Thank you, Louise, and good morning to everyone. Thanks for joining us. Welcome to High Arctic's second quarter conference call. Today, I'll be providing an update on the press release we issued yesterday, August 3rd, including discussion of our financial performance for the second quarter of 2023. After our formal comments, we'll open the call to answer any questions that you may have. Before we begin, though, I'd like to remind you that certain information presented today may include forward-looking statements. Such statements reflect High Arctic's current expectations, estimates, projections, and assumptions. These forward-looking statements are not guarantees of future performance, and they are subject to certain risks, which could cause actual performance and financial results to vary materially from those contemplated in the forward-looking statements. For additional information on these risks, please take a look at our management's discussion and analysis and the 2022 annual information form available on our website or on SEDAR+. Look under the heading "Risk Factors." Starting with operations in PNG, during the quarter, Rig 103 had a strong operational performance across the full quarter. This represents the first full quarter of drilling activity for the corporation since the suspension of operations in the first quarter of 2020. High Arctic anticipates Rig 103 will operate consistently through the term of the contract, which runs through to July 2025. Well as the full quarter of drilling operations with Rig 103, we've seen strong deployment of rental assets through the quarter, including those pulled through by drilling operations, as well as rentals to the wider market. High Arctic also provided rental material handling equipment, a 100-man mobile camp, and a large quantity of work site matting to support other ongoing field activities with our two main customers in PNG. Full utilization of our drilling services and asset rentals associated with customer-owned Rig 103, had a significant impact on revenues and earnings, which we anticipate will be the case for the remainder of 2023. While the deferral of other projects pushed redeployment of Rig 115 out from this year, there is a catalog of projects under discussion for potential rig deployment in the coming years. Our optimism for future drilling in PNG remains underpinned by the advancement of the Papua LNG project by French multinational TotalEnergies. Incidentally, last week, the French president visited Papua New Guinea for the first time, meeting with the Prime Minister of Papua New Guinea and forging stronger ties between France and PNG. The Papua LNG project is expected to be followed by the PNG gas field development in the western province of Papua New Guinea, which is anticipated to result in the addition of further gas liquefaction capacity in the world-class PNG LNG export facility. State-owned Kumul Petroleum is advancing appraisal of other gas discoveries in PNG, recently pursuing seismic contractors for the Kimu and Barikewa discoveries onshore Papua New Guinea, to progress their aim to contribute to growing domestic energy needs and additional LNG export processing facilities. These LNG projects and other large-scale mining and infrastructure projects moving through the pipeline, will require tens of thousands of new workers and more skilled and supervisory personnel that do not exist in PNG today. Through PIMS, PNG Industry Manpower Solutions, we have added the provision of recognized safety training, competency verification, and equipment licensing services. We have long provided these training and competency solutions in-house. PIMS also taps into our large pool of talent to provide manpower, skilled and semi-skilled labor, trades-qualified personnel, and professionals in PNG. We are excited to be playing a significant role in preparing PNG citizens to be job-ready. In Canada, we announced, and this week closed, a transaction to sell our Canadian nitrogen transportation, hauling, and pumping services business for cash consideration of CAD 1.35 million. The sale delivers a net gain of approximately CAD 550,000 and contributes approximately CAD 1.24 million of cash after transaction expenses. High Arctic retains associated working capital of the business as of 21 July. Our pressure control-focused rentals enjoyed a solid quarter despite the wildfire and other disruptions experienced through the region of our customer base, where revenues were relatively flat to the first quarter of 2023. These rentals is building inquiries from an increasingly broad range of customers, including contractors and energy companies alike. Team Snubbing is Canada's largest snubbing provider. We have a 42% equity stake in Team. As is the case each year, the second quarter represents the lowest activity level for snubbing contractors due to the seasonal breakup period. Team saw a contraction in Canadian activity utilized the available personnel and resources. to consolidate into a single facility in Red Deer and prepare for the anticipation of increased field operations in the third quarter, including work on major repairs and maintenance. Team has a 50% interest in an international partnership marketed under Team Snubbing International. This partnership commenced their first services this quarter, deploying two snubbing packages to U.S. independent producers in Alaska. Team Snubbing International are also looking into opportunities in other foreign jurisdictions. Turning to second quarter financial results. On a consolidated basis, High Arctic generated revenues of CAD 17.2 million, approximately double that achieved during the first quarter, and generated EBITDA of CAD 3.8 million, up from CAD 1.3 million in Q1. The company saw a marginal profit from continuing operations during the quarter, while we experienced a small loss from the now discontinued operations of the nitrogen business. Our oilfield services operating margins were higher in Q2 2023, at 37.5%, compared with 23.1% in the 2Q of 2022. Year-to-date, we've achieved 36% margins compared to 20.7% in the first half of 2022. The increase is primarily due to strength in demand for rental equipment in both Canada and PNG. The full utilization and charge-out rates associated with Rig 103 operations, and an increase in the supply of High Arctic technical and operational manpower services to customers in PNG. General and administrative costs were CAD 2.1 million in the 2Q, a reduction of 22% when compared to the same period last year. G&A costs represent 11.9% of our 2Q revenues and 15.4% of year-to-date 2023 revenues. We expect this will decrease and trend lower for the remainder of 2023, as the higher revenue from our operations in PNG is sustained. Management will continue to evaluate G&A costs and right-size support to align with expected operations in both Papua New Guinea and Canada. Adjusted EBITDA for the second quarter was CAD 4.4 million, or 25.6% of revenues, as compared to CAD 3 million, or 11.9% of revenues, in the second quarter of 2022. The largest revenue contributor for High Arctic during the quarter was generated from the drilling segment. Full utilization of Rig 103 during the quarter helped to drive CAD 13.4 million of revenue in Q2, compared to CAD 6.1 million in the second quarter of 2022, a period when Rig 115 successfully completed a short-duration project and entered storage. Active drilling in Q2 2023 lifted operating margins to 28.1% from 24% in Q2 2022. Our ancillary services segment spreads across both PNG and Canada and continues to be our highest operating margin generator. We achieved 70.8% operating margin on CAD 3.8 million of revenues in Q2, as compared to 60% margin on CAD 3.5 million of revenues in Q2 2022. The improved margin reflects more revenue contribution from low-maintenance, fully owned assets, and management expects the Q2 margins and the activity levels that delivered this to continue through the remainder of the year. There was no activity in our production services segment again this quarter, whereas in 2022, the second quarter was the last full quarter of operations from the well-servicing assets sold to Precision Drilling and snubbing assets sold to Team Snubbing Services. During the quarter, capital expenditures were CAD 700,000, mainly focused on growth in our rental equipment in Papua New Guinea, with the addition of light vehicles and other incidental rental equipment that customers are increasingly needing for field operations in remote parts of the country. We expect to continue with modest capital spending in 2023, mostly focused on maintaining and growing our rental fleet in both Canada and PNG. The company ended the quarter with CAD 45.5 million of cash on hand, with approximately CAD 36 million invested in secure, interest-bearing short-term investments, which generated CAD 510,000 during the quarter. Interest income partially funded our monthly CAD 0.005 a share dividend, where we returned over CAD 700,000 to shareholders during Q2. Our working capital position increased slightly during the quarter and sat at CAD 61.8 million on June 30th. I'm excited to provide an update on the reorganization of the corporation, consisting of a tax-efficient return of cash to shareholders and the spin-off of the Papua New Guinean business. This separation will address the inefficiencies of managing two small businesses on opposite sides of the world, with few synergies. Will allow senior management to concentrate where they have had the most success in the past. The remaining publicly listed company with Canadian assets and tax pools will create an attractive vehicle for future growth and transactions. Our PNG business has, in our view, been consistently undervalued by the public market. We believe that the current market conditions make it appropriate to take steps towards unlocking value. The reorganization is expected to result in the payout to shareholders of CAD 38.2 million, equivalent to approximately CAD 0.75 per fully diluted share, by way of tax-efficient return of capital distribution. The sale of High Arctic International to existing shareholders, who opt to participate through issuance by the corporation of a right for shareholders to purchase from the corporation one ordinary share of High Arctic Energy Services Cyprus Limited, for each common share held in High Arctic. A shareholder election process where shareholders can elect to do nothing and receive their return of capital distribution as cash, elect to exercise their purchase rights in full or in part, elect to use some or all of the funds to be received pursuant to the return of capital toward the exercise of any purchase rights, and receipt by the corporation of the proceeds of the sale of ordinary shares of High Arctic International. Through this reorganization, the corporation aims to completely divest its ownership of High Arctic International, an unlisted company incorporated and domiciled in Cyprus, that owns the corporation's interests in its foreign subsidiaries. The corporation expects to announce the exercise price for the purchase of High Arctic International and complete the information memorandum for it to be circulated to shareholders in September. The potential special shareholder meeting is anticipated to be held in October and the process concluded prior to year-end. I believe our customers and employees in both PNG and Canada will appreciate and benefit from a locally managed business. I will now turn the conference over to Louise, our operator, who will open the line for questions. Thank you. We will now take questions from the telephone lines. If you have a question and you're using a speakerphone, please lift your handset before making your selection. If you have a question, please press star one on your device's keypad. When prompted by the system, please unmute your phone and clearly state your name to register in the Q&A. You may cancel your question at any time by pressing star two. Please press star one at this time if you have a question. There will be a brief pause while participants register, and we thank you for your patience. We have a question from- Josef Schachter. Please go ahead. Good morning, Mike. Two questions. You've made the comment about the rights and, and all of that. If somebody owns 25,000 shares, they'll get 25,000 rights. If people don't take up the rights, will the people who have you know, the $0.75, can they buy other rights, so that they can end up owning more of the international Cyprus company? Yeah. Hi, Josef. Thanks for joining us again. Short answer to your question is the, the, the process we're working through is to enable shareholder, to subscribe for additional shares, in High Arctic International, subject to their availability from other shareholders who may not exercise their rights and to be distributed on a pro rata basis. There'll be, there will be a kind of an over-the-counter market for rights? Is that what we're, we're looking at, and then people can decide based on that, to take down more? At this stage, and we haven't concluded the work on this, we've not been able to identify a pathway to create an over-the-counter tradable arrangement for the rights. We are working with our advisors to try and work out what we can do to enable shareholders to potentially transfer those rights. The, my next question relates to the running of the remaining, well, High Arctic, as it is, you know, the public company that goes forward in 2024. Is there gonna be a different management team, or are you gonna be involved? Are you gonna be on the board? How does this go? Like, are you just gonna be focused on PNG, you know, the Cyprus company? I'm just trying to get an idea of how the go-forward management process is gonna be. Yeah, no, good question, Joseph, I'm sure one that, that many on the call are probably keen to, to understand the answer of. The intentions at the moment, which will crystallize and be distributed with the information memorandum, would be to recruit dedicated management for the Canadian business, but to ensure that there is a transitionary arrangement in place that would enable me to retain the role through a transition, an orderly transition, to ensure that incoming management have got the opportunity to come up to speed on the business, understand, and be able to enunciate for shareholders what the vision for the Canadian business would be into the future. Fair to, I think, assume that, subject to the shareholders actually approving and us actually going through with the reorganization, I would be more likely to align my interest with the Papua New Guinean business. Okay, super. In the long term. Mike, I look forward to seeing the documents in September and, being at the meeting in October. Thanks very much. Thanks, Josef. Look forward to seeing you there. Thank you. Next question is from- Franco Jankovic. Please go ahead. Hi, Mike. My question is somewhat similar to Josef's, but I'll be a little bit more direct here. At this point, do you anticipate having a backstop for the rights offering such that to ensure that the entire company is sold and High Arctic Canada is totally divested? Yeah, really good question, Franco. This is one of the key things that we're working on at the moment, is expected to be resolved in a couple of coming weeks. The intention is to fully divest. To fully divest, we will be wanting to sell all of the shares of High Arctic International. That backstop may include the corporation potentially Sorry, the corporation, the High Arctic International Company, buying any shortfall of shares that are taken up or subscribed for, and may need to find funding to do so. At the moment, the intention is to, yes, divest fully. Our hope is that existing shareholders will subscribe to all of the rights that are offered so that it is divested to its existing shareholder base. To the extent that we need a backstop, we're investigating options there that will deliver that in a fair manner for High Arctic shareholders. Okay. Thank you. With regard to the international operations, and let's just sort of look forward, and you're, you're running full out with all your rigs and everything and generating a lot of cashflow. Do you anticipate the, the, the business model is to be that cashflow machine paying the, the dividends like you did a couple of years ago? They were pretty healthy dividend rates that you were paying when you were essentially, you know, before you bought it, the Canadian operations that you had, that you divested, and you were paying dividends. That, is that how you would see the forward business of Papua New Guinea? Or is it gonna be a consolidator in that region, or am I too early to be even asking that question, I guess so? Look, I think this is a really important question, and it will be addressed in the information memorandum. Like, what is, what is the business strategy for these two separate entities? I think it would be fair to believe that if Papua New Guinea is able to, you know, return the rigs to service, realize, you know, operational levels and pricing levels equivalent to its past, say, around the 2013 through 2017, 2018 years, they were... Mm-hmm ... strong years. There was a lot of returns then distributed to shareholders, that were driven by that business. I think it's reasonable to assume that that is part of our business plan, is to turn it into a dividend, a dividend maker for, for its shareholders. Mm-hmm. I also do believe that it's, it's, it's reasonable that if we were to realize this level of performance, that we have may have opportunities to expand our footprint into other parts in the region, and the Australasian region, the near, the Near Asia region. The corporation has for many years, you know, even including through the COVID period, looked for opportunities to expand its, its, its speciality in heli-portable drilling in remote locations into other territories. Mm-hmm. We haven't actually concluded and secured any, any work in other jurisdictions to date. Hence we focus on Papua New Guinea at this point, our focus on Papua New Guinea is to be as ready as we can to realize opportunities that we, we are hopeful for or optimistic for, with a lot of signals coming that the, the back end of this decade may be a lot busier than, than the front end. I think it's reasonable for shareholders to expect that either or both of those scenarios could be real. Right. Right. Okay. Last thing I was just gonna comment was just having gotten rights in the past from various other issuers there. I have seen where, you know, they'll trade on the, on the TSX for, you know, 30 days or whatever their expiry is there. That may be an option that, you know, related to Josef's question, as opposed to having to go over the counter there. I don't, I don't know how much it costs or whatever, but, you know, I, I have seen that before. Yeah, this is something we did, we did investigate early. Unfortunately, the, the nature of the rulings, the rules associated with the listing of, of, of rights in on the TSX would preclude the transaction that we've outlined in our press release. Okay, understood. Okay, well, thank you, Mike, and good luck going forward. Thanks, Franco. Great questions. Okay. Bye-bye. Bye for now. Thank you. Our next question is from- Murray Weimer. Please go ahead. Hey, Mike, Murray here. Hey, Mike, walk, walk me through this transaction. I know it hasn't been finalized yet, but right now, I own, you know, as, as a shareholder, I own each of the pieces. One being CAD 0.75 worth of cash, one being the operations in PNG, and the other one being whatever is left in the public company. Post-deal, so you, you, you go through and I vote on a deal. Do I get CAD 0.75, a piece of PNG, and a piece of the public company? Because that's what I own collectively today. Walk me through how you think that's gonna come together. Yeah, good question. Good day, Murray. The way in which the transaction is structured is that you would receive the CAD 0.75 of cash, a right to buy a share, an equivalent share in High Arctic's PNG business. The High Arctic- we're calling High Arctic International in our documents that were released yesterday. You would retain your share that would hold the Canadian business. The sale of- So- The PNG piece would then return the proceeds back into the Canadian business, which you would still own your share of. Okay. Okay. Okay, that, that, that was the part I was missing, because right now, I own, you know, let's say I own 1 million shares as an example. Right now, I own 2% of the operations in PNG. Fast forward, if I don't exercise that right, someone else buys it, but that cash, equivalent to the value of the PNG operation, goes back into the Canadian operation, of which I still own my pro rata share. That is 100%, yes. Okay. Okay, nope, that works for me. That's really my only discussion. There was also a comment on the right being traded. Virtually every transaction I've ever worked with, the exchange does allow that, so I'm not sure why they wouldn't allow you to list the rights in this case, but you mentioned that you had looked at that, and for some reason, it does not apply. Yeah, it would be, it would be really, you know, very attractive to us and to, and to our shareholders, as evidenced by, you know, Franco's question, yours as well, and Joseph's, too, to, to be frank. You know, we would, we would love to be able to, to, to do that. As I understand it, as explained to me by the lawyers who are smart enough to properly understand it, because the right is to buy a private company, and it may have something to do with it being foreign as well, but I can't quite remember if that's right, it can't be listed. I think it's because it's a private entity. That's probably what it is. Yeah. You know, so we, look, we are exploring to see all and any available avenues that would enable our shareholders to transfer those, particularly our shareholders who may hold their, their holding of High Arctic in restricted funds. Right. I do think, Mike, because it's private, normally these transactions are, you have a right in, in another public entity, and then the exchange can list it. If it's in a private, that's probably why they can't. The other component of it, maybe we can create a, you know, a gray market trade somehow on that. I mean, there's probably not a lot of shareholders in the company, so maybe we can put something together like that because it would be good for those that wanted to sell it, to be able to sell it, and those that didn't, or those that wanted to buy a bigger piece to do that. Maybe get Roy or somebody look into that as well. Yeah, no, I appreciate that. We will look into it. Thanks, Murray. Yep. Okay, thank you. Thank you. Once again, please press star one on your devices keypad if you have a question. When prompted by the system, please unmute your line and clearly state your name to register in the Q&A. Our next question is from? Josef Schachter. Please go ahead. Hey, Mike, sorry. I just looked at the balance sheet and had a few more questions. The CAD 7 million of cash, net, you know, CAD 45 million minus the 38, the accounts receivable about of 18, is that staying in the current High Arctic, and that will be part of the go-forward strategy there, or does part of that go into in, in High Arctic International? Yeah, good question. Thank, thanks for that one, Josef. Our current cash at bank is distributed through the various bank accounts and in, in several different jurisdictions, but the bulk, the majority of it is here in Canada. The intention would be for the spin-out, that it would spin out the PNG business with normal levels of working capital. There would be some cash retained in the PNG business. It would retain its net receivables. The bulk of the cash that's in there will be distributed to shareholders, and the corporation will be made liquid again through the sale proceeds. ... Okay. the property equipment, the CAD 47 million, is the majority of that going into the PNG company? Sorry, yeah, Josef, a little bit faint on that one. I didn't pick up the part of that question. The property and equipment, CAD 47.1 million, most of that will go into the PNG company? Yeah, I think that, on the PP&E in the financial statements, you get a breakdown there of the equipment as to what, parts or segments of the corporation they sit within. I think we've got CAD 41 million approximately of oil field equipment, which the lion's share of that, book value sits within the PNG business, given the sale of a large part of our Canadian oil field equipment. So I think it's fair to assume that the large majority of that is the PNG assets. If you take some working capital, the receivables, which are mostly PNG, and that property, plant, and equipment, and then divide that by that 48.7, you're looking at over CAD 1 kind of number in PNG International. Is that correct? your math, Josef, Josef, but I, but I don't have any reason to doubt it. Okay. Thanks very much, Mike, for that additional color. Thanks for the questions, Joseph. Thank you. Our next question is from- Dr. Tang. Please go ahead. Hi, can you hear me? Yeah, go ahead. Okay, thanks. I have two questions. Number one, could you talk about the tax implications for Canadian tax citizens, holding this new corporation in Cyprus? I assume there will be dividend withholding tax. Anything else? Thanks. Thanks for the question. I'm gonna start by saying I am not a tax advisor. Anything that I might say now would be purely my speculation. There will be, in our information memorandum, guidance on potential taxing implications for Canadian residents and for resident residents of foreign jurisdictions. I would expect that dividends from a foreign entity for a Canadian resident would be subject to the tax rules of that foreign entity. Our High Arctic International is domiciled in Cyprus, and that would be subject to tax rules for distributions of dividends from Cyprus. I would also expect that Canadian residents may have a taxing event for the income in Canada as well. Okay. Thank you. Question number 2. From what you alluded to earlier, the cash from the rights offering will be going to the Canadian stock. Any plan on what you're going to do with that cash? Dividend or buying other stuff? Do you have any plan? Thanks. Good question. Yeah, that will be part of our information memorandum, is what our business strategy for the Canadian entity will be following the separation of the two. Our intention it would be to build our business, grow our business in Canada, and to the point of where we're generating profits that can be washed through our substantive non-capital tax losses, to provide an efficient return then to the Canadian shareholders. Okay, perfect. Thank you very much. That's all I have. Thank you. Thank you. There are no further questions registered at this time, so I'll return the meeting back over to Mr. Maguire. Thanks, Louise. I'd like to thank all the participants who dialed in to hear our second quarter 2023 update for your time. I'd also like to thank the five questions for the questioners, five participants who raised questions, for your well-thought-through questions. I encourage those who haven't to please, to take a look at our MD&A and financial statements. You'll find them both on the SEDAR Plus. If you get really frustrated trying to navigate SEDAR Plus, like I've found I am, you can find them on our website too, under our Investor tab. Thank you. Thank- Your conference has now... Oops, I'm sorry. Go ahead. Sorry, Louise, I was just gonna invite you to finish the call. Wonderful. Your conference has now ended. Please disconnect your lines at this time. We thank you for your participation.