Xtreme Drilling Corp. ("Xtreme" or the "Company") (TSX:XDC), today announced the terms of its previously announced substantial issuer bid (the "Offer"), pursuant to which Xtreme will offer to purchase for cancellation up to 10,416,667 of its common shares ("Shares") for an aggregate purchase price not to exceed CDN$25,000,000. The Offer will be conducted through a "modified Dutch auction" within a price range of not less than CDN$2.40 per Share and not more than CDN$2.80 per Share (in increments of CDN$0.05 per Share within that range). We intend to fund the Offer with available cash on hand.
The "modified Dutch auction" tender process allows shareholders to individually select the price, within the specified range (and specified increments), at which they are willing to sell their Shares. When the Offer expires, we will select the lowest purchase price that will allow us to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding CDN$25,000,000. If Shares with an aggregate purchase price of more than CDN$25,000,000 are properly tendered and not properly withdrawn, we will purchase the Shares on a pro rata basis except that "odd lot" tenders (of holders beneficially owning fewer than 100 Shares) will not be subject to pro-ration. The Offer will not be conditioned on any minimum number of Shares being tendered to the Offer, but will be subject to other conditions customary for a transaction of this nature. The Offer will expire at 5 p.m. Eastern time on June 1, 2017, unless terminated or extended by Xtreme.
We expect to mail the formal Offer to Purchase, Issuer Bid Circular and other related documents containing the terms and conditions of the Offer, instructions for tendering Shares, and the factors considered by Xtreme and its Board of Directors in making its decision to approve the Offer, among other things, on or about April 26, 2017. These documents will be filed with the applicable Canadian Securities Administrators and will be available free of charge on SEDAR at www.sedar.com and on Xtreme's website at www.xtremedrillingcorp.com. Shareholders should carefully read the Offer to Purchase, Issuer Bid Circular and other related documents prior to making a decision with respect to the Offer.
Any questions or requests for information may be directed to Computershare Trust Company of Canada, as the depositary for the Offer, at 1-800-564-6253 (Toll Free - North America) or 1-514-982-7555 (Overseas).
Xtreme's Board of Directors has authorized the making of the Offer based on a recommendation of an independent committee of Xtreme's Board of Directors. None of Xtreme, its Board of Directors or the depositary makes any recommendation to any Xtreme shareholder as to whether to tender or refrain from tendering their Shares under the Offer or as to the purchase price(s) at which such shareholders may tender Shares under the Offer. Shareholders are urged to consult their own financial, tax and legal advisors and to make their own decisions whether to tender or to refrain from tendering their Shares to the Offer and, if so, how many Shares to tender and at what price or prices.
Xtreme 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.xtremedrillingcorp.com.
SOURCE: Xtreme Drilling Corp.
The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.