CALGARY, ALBERTA–(Marketwired – June 2, 2017) – Xtreme Drilling Corp. (“Xtreme”, the “Company”) (TSX:XDC) today announced the preliminary results of its “modified Dutch auction” substantial issuer bid (the “Offer”) to purchase for cancellation up to CAD$25 million of its common shares (“Shares”), which expired at 5:00 pm. (Eastern time) on June 1, 2017. All the terms and conditions of the Offer have been complied with and, based on a preliminary count by Computershare Trust Company of Canada, as depositary for the Offer (the “Depositary”), Xtreme expects to take up and pay for approximately 10,416,666 Shares at a purchase price of CAD$2.40 per Share (the “Purchase Price”).
The Shares expected to be purchased under the Offer represent approximately 12.24% of the Shares issued and outstanding prior to giving effect to the Offer. After giving effect to the Offer, the number of issued and outstanding Shares is expected to be approximately 74,674,701. Shareholders of Xtreme had the opportunity to tender Shares until 5:00 p.m. (Eastern time) on June 1, 2017, by electing an auction tender at a price of their choice between CAD$2.40 and CAD$2.80 per Share (in increments of CAD$0.05 per Share) or, alternatively, by electing a purchase price tender at which they could sell their Shares at the Purchase Price determined by the Corporation pursuant to the Offer.
Approximately 18,207,008 Shares were properly tendered to the Offer and not withdrawn at the Purchase Price. As the Offer was oversubscribed, Xtreme will purchase Successfully Tendered Shares (as defined in the Offer) on a pro rata basis following determination of the final results of the Offer, except that “odd lot” tenders (of holders beneficially owning fewer than 100 Shares) will not be subject to pro-ration. Xtreme expects that tendering shareholders subject to pro-ration will have approximately 57% of their tendered Shares purchased by Xtreme under the Offer.
The number of Shares to be purchased under the Offer, the pro-ration factor and the Purchase Price are preliminary and are subject to verification by the Depositary. Xtreme expects to be able to release the final results of the Offer, including the final Purchase Price and pro-ration factor, on or before June 7, 2017.
A complete description of the Offer is contained in the offer to purchase and issuer bid circular dated April 18, 2017 and other related documents and schedules, including any amendments thereto, filed with the applicable Canadian Securities Administrators. The Offer documents are available free of charge on SEDAR at www.sedar.com or Xtreme’s website at www.xdccorp.com. Payment for the purchased Shares will be made by the Depositary in accordance with the Offer and applicable law. Any Shares tendered and not purchased will be returned to shareholders promptly by the Depositary.
This news release contains forward-looking statements that are not historical facts, including our expectations regarding the actual number of Shares to be taken up and paid for in connection with the Offer, the final Purchase Price, the pro-ration factor, the approximate number of Shares expected to be issued and outstanding after completion of the Offer, and the timing of payment for Shares purchased under the Offer. Such forward-looking statements are predictive in nature and may be based on current expectations, forecasts or assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from the forward-looking statements themselves, including assumptions regarding the completeness and accuracy of information provided by the Depositary in respect of the Offer and Xtreme’s share capital. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “continues”, “project”, “potential”, “possible”, “contemplate”, “seek”, or similar expressions, or may employ such future or conditional verbs as “may”, “might”, “will”, “could”, “should” or “would”, or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in applicable Canadian securities laws. Forward-looking statements are not guarantees of future performance and are subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of Xtreme, and could cause actual results to differ materially from conclusions, forecasts or projections expressed in such statements, including, among others, risks related to: Xtreme’s future capital requirements, market and general economic conditions, demand for our customers’ products and unforeseen legal or regulatory developments. In addition, our actual results may differ materially from those expressed or implied by such forward-looking statements, including as a result of changes in global, political, economic, business, competitive, market and regulatory factors. These and other risks and uncertainties, as well as other information related to Xtreme, are discussed in our various public filings at www.sedar.com and, including in our interim MD&A, and our Annual Information Form filed with the Canadian Securities Administrators. Forward-looking statements are provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Except as required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Xtreme
Xtreme Drilling Corp. (“XDC” on the Toronto Stock Exchange) designs, builds, and operates a fleet of high specification AC drilling rigs featuring leading-edge proprietary technology. Currently Xtreme operates one service line – Drilling Services (XDR) under contracts with oil and natural gas exploration and production companies and integrated oilfield service providers in Canada and the United States. For more information about the Company, please visit www.xdccorp.com.
Matt Porter
President and Chief Executive Officer
+1 281 994 4600
[email protected]
www.xtremecoil.com
