Good afternoon, ladies and gentlemen. Welcome to the High Arctic Energy Services 2023 Q1 Results Conference Call. I would now like turn the meeting over to High Arctic's Chief Executive Officer, Mike McGuire. Please go ahead, Mr. McGuire.
Thank you, Paul. Good afternoon to everyone. Welcome to High Arctic's Q1 conference call. Today, I'll be providing an update on the press release we issued yesterday, May 11th. Following my remarks, I will hand the call over to our Chief Financial Officer, Lance Mierendorf. Lance will be discussing our financial performance for the Q1 of 2023. As usual, 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 in the 2022 annual information form, both of which are available on our website or on SEDAR. Look under the heading Risk Factors. Following the collection last quarter of the final CAD 28 million payment associated with the sale of our Canadian well servicing business, we exited Q1 with an overcapitalized balance sheet and High Arctic placed at a strategic crossroads. Having liquidated our underperforming well servicing business, the company remains focused on the positive opportunities in Papua New Guinea. Reinvestment in Canada remains competitive in our area of expertise, and we believe that further Canadian service sector consolidation is needed to balance supply with customer demand over the business cycle.
Yesterday, the corporation announced an intention to make a CAD 38.2 million cash return of capital to shareholders and an intention to reorganize the legal entity structure. The recommendation to reorganize is expected to include the following elements. One, a spin-off of the international business to shareholders as a private company. 2, maintaining the Canadian publicly listed company focused on growing the Canadian business and utilizing the available CAD 130 million non-capital tax loss carryforwards. Three, rightsizing the general and administrative infrastructure to align with the new corporate structure. The High Arctic board of directors intends to recommend the reorganization of the corporation at a special meeting of the shareholders to be held before the end of September 2023. Turning to operations. During the Q1, Rig 103 was placed onto the contract operational rate structure and commenced drilling operations during March.
Drilling of the first well has now been completed, and we are moving to the next location. High Arctic anticipates Rig 103 will operate consistently through the term of the contract, which runs through to July 2025. As well as the return to full drilling operations with Rig 103, we have steadily increased deployment of rental assets month-on-month through the quarter. While the deferral of other projects pushed the redeployment of Rig 115 out from this year, there is a growing catalog of projects under discussion for potential rig deployment in 2024 and beyond. Our optimism for the future, for future drilling in PNG is underpinned by the advancement of the TotalEnergies-led Papua LNG project, which announced last week Upstream Facilities FEED contract award, continuing the progress towards a final investment decision expected later this year.
Project is expected to be followed by the P'nyang gas field development in the western province of PNG, 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 and have recently stated their desire 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 laborTrades 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, our operations were marginally impacted by severe cold weather events, however, delivered a result consistent with our expectations. Our pressure control-focused rentals is fielding inquiries from an increasingly broad range of customers, we took optimistic decision to invest in additional blowout preventers to augment our rental offerings. Team Snubbing is Canada's largest snubbing provider, and we have a 42% equity stake in Team. They have almost tripled their active Canadian snubbing activity since the transaction with High Arctic last July. They have used their dominant position, coupled with great customer relations, to deliver both market share growth and increased pricing.
Team has a 50% interest in an international partnership marketed under the name Team Snubbing International. This partnership commenced their first services this week under a contract to a large U.S. independent in Alaska, where 2 snubbing units have now been domiciled. I would now like to pass the call over to Lance to discuss key financial highlights from the quarter in more detail.
Good afternoon to those joining in on the call today. Looking at our Q1 results on a consolidated basis, High Arctic generated revenues of $9.5 million. Heard a net loss of $625,000 or a loss of $0.01 per share. Mentioned the commencement of the full drilling operations of customer-owned Rig 103 occurred in March, and this activity will have a significant impact on revenues and earnings during Q2 and for the remainder of 2020. During the Q1, High Arctic mobilized a significant amount of equipment and personnel to support this drilling campaign. High Arctic also provided materials handling equipment, rental equipment, including a 100-man well site camp and a large quantity of well site matting to support ongoing field activities with our 2 main customers in Papua New Guinea.
Oilfield service operating margins were higher in Q1 2023, 32.3% compared to 18.5% in Q1 2022. The increase is primarily related to the corporation's shift to higher margin businesses in Canada after the sales transactions in Q3 2022. As the startup of Rig 103 operations during the quarter and an increase in the supply of technical and operational manpower services to customers in PNG. G&A costs were $2.1 million in Q1, lower than the $2.4 million experienced in the previous quarter. G&A is still relatively high in the quarter at 21.7% of revenue, which we expect will decrease and trend lower as we move throughout 2023, as higher revenues are realized from our operations in PNG.
That will continue to evaluate G&A costs and right-size the support to align with the expected operations in both Canada and PNG. Adjusted EBITDA was CAD 1.3 million in Q1 or 10% of revenue, compared to CAD 2.9 million or 10% of revenue in Q1 of last. The largest revenue contributed to High Arctic during the quarter, of course, was our drilling segment. Drilling services activity accounted for CAD 6.3 million of revenue, compared to CAD 9.6 million in Q1 of 2022 when Rig 115 was out. Q1 2023 operating margins were 19% in line with the 21.9%. Our ancillary services segment spreads across both PNG and Canada. Continues to be our highest margin, operating margin generator.
With 58% operating margin on CAD 3.2 million revenues in Q1, compared to 63% margin or on CAD 4.7 million of revenue in the Q1 of 2022. Effects that Q1 margins and the activity levels that delivered this highly profitable segment to continue throughout the remainder of 2023. During the quarter, capital expenditures were CAD 400,000 and focused mainly on the growth in our pressure control rentals equipment in Canada. We expect to continue with modest capital spending in 2020, mostly directed at maintaining and growing our rental fleet in both Canada and PNG. On the end of the quarter, with CAD 46.7 million of cash on hand, with approximately CAD 35 million invested in secure interest-bearing short-term investments, which generated CAD 417,000 during the quarter.
Interest income partially funded our monthly half cent a share dividend, while we evaluated the best use of the excess funds following receipt of the $28 million final payment, cash payment for the Concord Well Servicing sale that took place in January. Working capital position remained unchanged during the quarter, and it sat around $60 million at March 31st. Our only source of debt is mortgage financing of $4.2 million on our land and buildings, home. I'll pass back over to Mike.
Thank you, Lance. I'm excited about the reorganization of the corporation, starting with a tax-efficient return of cash to shareholders. The proposed spin-off of the Papua New Guinean business will allow senior management to concentrate where we have had the most success in the past. The remaining publicly listed company with Canadian assets and tax pools creates an attractive vehicle for future growth and transactions. Our PNG business has been consistently undervalued by the public market, and we believe that the current market conditions make it appropriate to take steps to unlock value. We intend to put the recommendation to shareholder vote before the end of September. I believe our customers and employees in both PNG and Canada will appreciate and benefit from a locally managed business. I'll now turn the conference back over to Paul, the operator, who will open the line for questions.
Thank you. Yes, 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 clearly state your name to register your question. You may cancel your question at any time by pressing star 2. Please press star one at this time if you have a question. There will be a brief pause while the participants register. We thank you for your patience. We now have a first question, and the first question is from
Josef Schachter.
Please go ahead. Your line is open.
Thank you very much. Thanks, Mike, and Lance, for taking my questions. Am I to assume that, if this is approved at the shareholder meeting in September, that we're gonna be getting, number one, a very significant dividend, you know, CAD 0.78, you know, with interest, it may be more. Then are we gonna get 2 pieces of public paper, listed on Canadian exchanges, or will the Papua New Guinea company no longer be listed in Canada?
Thanks, Josef. Glad to take your questions. I can confirm that in September, our intent will be to put to vote the return of capital and the spin-off of the PNG business or more specifically, our international business, which is focused on PNG. The manner of that is not finalized at this time. We are working through the most tax efficient and appropriate mechanism to deliver upon it. Once we have concluded those investigations and prepared the documentation, we will issue them to shareholders so that they can contemplate those ahead of the vote.
Just adding to it. If you're still looking at options, are you looking at keeping of having, let's say, a venture relationship for Papua New Guinea as well as an Aussie public listing? Does Papua New Guinea have a stock exchange as well?
Good questions. I'm gonna answer them in reverse order. Papua New Guinea does have a stock exchange. It's the PomSOX, P-O-M-S-O-X, Port Moresby Stock Exchange. At this time, we do not have any intention of listing any entity on any other stock exchange.
Okay, good. Now, if, you know, the upside that we're all optimistic about for PNG occurs, will you need to have a certain amount of capital in the spin-off company, of some magnitude, to provide for, you know, upgrading of equipment, you know, paying bills, you know, while there's a ramp-up in putting more equipment to work?
Really good question. Our anticipation of a return to work in Papua New Guinea, it continues to be slow. We're anticipating that we'll operate this year with Rig 103, but we're not anticipating returning any additional rigs to work during 2023. In 2024, we're optimistic about the return to work of one or possibly more rigs in Papua New Guinea. The rigs that we are contemplating that may be called to return to service have been maintained in very good condition while they've been idle, and we do not anticipate any substantive refurbishment costs to return them to service.
That said, those projects may require specific upgrades or modifications to suit customer program intentions, drilling program intentions, and it would be our intention to align our pricing to recoup any such modification cost at the time of mobilization. This should mean that we do not need to retain a substantive amount of access to capital to return the rigs to work. However, we continue to explore our options for access to capital, both sources of capital and debt, to ensure that the company will have an adequate line of liquidity.
Okay. Well, I look forward to seeing the documents when it comes out and, hopefully, Canadians will be able to participate on a Canadian exchange and, growth potential of the PNG, in the years ahead. That's it for me. Thanks so much, Mike.
Thanks for your comments and questions, Joseph.
Thank you. The next question is from-
Branko Jankovic.
Please go ahead. Your line is open.
Good afternoon, gentlemen. I think, I think Josef kinda asked some of the stuff I was gonna ask around. I was sort of assuming this being a private company that there wouldn't be a listing. I was curious if you were aware of whether there was any possible, you know, liquidity avenues available. Like I know in Canada, we used to have an over-the-counter listing where companies didn't have the full, you know, public status, some of these things could still be traded and not there.
Thank you, Branko. Appreciate your question. At this point in time, we have not got, we're not able to provide any guidance.
Mm-hmm
... how we may arrive at and the spinoff or possible avenues of liquidity. We may, however, have further information that we can include in the shareholder circular that will be distributed once we're ready to call for a vote.
Okay. Then, I guess my other question was the international operations, which sort of looks like the old High Arctic to me, which was, you know, a good cash flow machine and dividends to shareholders. Could you see that sort of intent with the company there that, you know, even if it's private, it's sort of a income generating vehicle for investors?
I think, Branko, the thing that I can do to try to address that question is to reflect on the performance of the Papua New Guinean operation back in the years through, say, 2010 to 2017, 2018.
Mm-hmm
... generate a substantive amount of free cash flow, that free cash flow essentially financed our share buybacks and dividends in Canada. I would anticipate that if we are able to realize the level of activity that we've seen in the past, which we do expect, management does expect in the latter years of this decade that, as these projects move forward, we expect that we could be as busy as or busier than we've ever been before. Under such circumstances, I'd expect that shareholders could expect a reasonable return on their investment.
Okay. Great. Thanks very much. I think that's all for me. Good luck going forward. Thanks.
Thank you, Branko, and to you too.
Thank you. The next question is from-
Dave Plumb.
Please go ahead. Your line is open.
I think Branko just sort of asked my question. I'm not that sophisticated investor, but if I end up with shares in a private company based on Papua New Guinea, how do I get rid of them if I don't want them?
Yeah, it's a very straightforward question you've asked there, Dave. At the moment, I cannot give you a direct answer to that question. If there is a buyer and there is a seller, a transaction can be made. As far as an intermediary to potentially facilitate such transaction, that is something I'm not able to answer at this time.
Okay. Then we'll move on to that, to a couple of other questions. Yesterday at the annual meeting, you mentioned 8 or 9 large bore wells being drilled. What would be the revenue from each one of those wells?
That would be speculating, I guess. My answer to that question is that I haven't speculated on that internally, let alone to speculate on it externally. I can inform you that the time taken to drill the wells at Hides, which we expect to be The Antelope wells will be designed in a similar manner.
Mm-hmm.
Took on average between 65 to 100 days. If you look at our drilling services reporting, you can probably make some form of estimate then of what that might look at as total revenue.
Mm-hmm. Okay. I think I have another question, but I can't remember it at the moment. I'll pass the line over to somebody else.
That's okay. I'm sure that Paul will be happy to return to you if you think of your question again, Dave.
Yep. Thank you.
Yes, no problem at all. Thank you very much. Great. We'll get to the next question then. The next question is from-
Arsen Stram, Private Investor.
Please go ahead. Your line is open.
Hey, guys. My question, the first question is, will the current dividend remain in place?
The current dividend, we've not had made any decision to cancel that at this point in time. I would say our expectation is current dividend will continue until such time as the directors deem it is not appropriate to continue. That might be something that they contemplate when issuing the information memorandum to shareholders for the purpose of vote.
Okay. With regard to the Cyrus plan, because I'm not sure if there's any board members available, otherwise maybe you can answer or maybe one of them. As it goes private, do they plan to buy as much of the PNG shares as possible, or would they want to uphold their 45%?
T here are no directors here with us at the moment. I'm, at this time, unable to comment as to the intentions of any particular directors or shareholders. However, that may be revealed as part of the documentation issued when calling for the special meeting to have a vote on the intention to proceed.
Okay, maybe you can answer a technical question then. Is there a maximum percentage threshold Cyrus can buy shares on the open market before they need to make an offer?
Before they need to make an offer? Sorry.
An offer, yeah. Is there a percentage that... Yeah, exactly. I'll elaborate on it. Well, basically, they're now only 45%. Let's say they keep buying. Is there a certain threshold that they can pass before they need to make an offer to everyone?
Right. For compulsory acquisition.
Exactly.
I'm gonna hand over to Lance.
Yeah.
I don't know the answer to that.
If I just take a step back, our largest shareholder has had its ownership percentage retained or maintained for a significant period of time, they're not active right now to changing that ownership structure. They're not participating. If anything, it's left up to the company to participate as with an NCIB that we have, that even with our repurchases, it will not result in them being over 50%. At over 50%, is a threshold which will require them to, you know. It's a step change in the investment in a public company. It will require them, it'll be a change in control of High Arctic. That is certainly not contemplated, hasn't been contemplated or discussed at all in the past.
I don't see that being a trigger between now and when we put forth this information to shareholders that relates to this transaction we're talking about.
Okay. If we can stay with you, Lance. If you look at the current quarter, it's about CAD 8 million for PNG. This is with the rig only starting end of the quarter. What would be an average quarter, you know, compared to the CAD 8 million with the rig running full time in the quarter?
I think we're, you know, I think, you know, you're right. It started at, you know, the latter part. We're building up activity in PNG up, leading up to that commencement of full drilling operations. There is, you know, revenue generated throughout the Q1 related to Rig 103. You know, I could see that stepping up at full activity. You're gonna be upwards of US dollars, I think, you know, $10 million top-line revenue for a quarter. I anticipate our revenue to be upwards between CAD 13 million-CAD 15 million, you know, up from its what's now CAD 9.5 million consolidated revenue, Canadian dollars.
You know, we could be up to CAD 14.5 million, CAD 15 million of revenue, Canadian dollars consolidated for quarters going forward.
Okay, that makes sense. My last question, because I don't always... I'm Dutch, and I don't always get the circulars. With regard to international people and with everything going on and ultimately the transfer of, let's say the private company, how will that work? Will you come back to that?
Mike here. I'm in the same boat as you. I'm not Dutch. I'm Australian. I'm not regularly in Canada.
We get along well, so that's good, right, Mike?
Yeah, yeah. Some of my best friends are people of Dutch descent.
Oh, that's good to hear.
Yeah, I'm in the same boat as you, and I'd be keen to ensure that all of our international shareholders have adequate time to receive the documentation to participate in the voting.
Okay. Well, that's clear. Thank you for all your answers.
Thanks. Appreciate your questions.
Okay. Take care.
You too.
Thank you. Once again, please press star one on the device's keypad if you have a question. The next question is from.
Dave Reed, Retail Investor.
Please go ahead. Your line is open.
Hi, guys, and thanks for giving us the time for the calls. I think this was touched on a little bit earlier. It sounds like there's a lot of elements to this that aren't fully defined, but you must have some color from Cyrus in terms of what their, you know, their long-term plan is. Are they hoping to make an offer to take out the minority shareholders? You know, what is the plan as we go towards? I do know you need to flesh out the details, but what's sort of the superstructure of the plan?
Yeah. Thanks, Dave. Thanks for the question. I'm unable to answer on behalf of Cyrus on what their intentions may be, and they've not indicated to me or to the board of any intent to take out minority shareholders in any discussions we've had related to the announcement from yesterday or in any other manner. They are not controlled by High Arctic and they will, like all shareholders, I believe, make their own decision with regards to their voting intentions when we table the resolution to shareholders. Yeah. Well, let me say just historically, you know, Cyrus has been a shareholder of ours for over a decade, and Cyrus has twice participated in capital raisings in that period as well.
They've been a long-term supporter of High Arctic, and they've had directors on our board for many years. I find working with the Cyrus directors to be rewarding and also informative. Certainly, I don't know what their voting intentions would be.
No, I'm not surprised, but I had to ask the question nonetheless. Well, yeah, no, I anticipated your response. In any event, it was good to hear that they were, you know, long-term investors. That was actually my next question. Let me ask, in the numerous buybacks that we've done over the last 4 or five. Well, certainly not in the last 2 years, but say in the previous five years, did they tender in line, or did they stick and slowly see their percentage rise?
Yeah. I'm not I cannot recall Cyrus actively participating in selling their holding in NCIB in recent years, albeit in recent years, we have not done a substantive amount of buybacks with the NCIB. We have been active. We have issued instruction. The board of directors do consider that instruction when they meet, and we have adjusted our instructions to our bankers from time to time based on the board's view of value for the corporation. I, yeah, I would just come back to the early part of the answer. I can't recall them participating. Their holding has slowly ticked up, not in a meaningful amount, that also is due to the fact that we haven't bought back a meaningful amount of shares either.
Sure. Well, you know, I, the, I guess the elephant in the room, and I'll go ahead and say it, you know, we've, shareholders have held out over the last three years because we know fundamentally that this is a sound business, particularly with respect to PNG. I mean, one only needs to look at the gross margin differential on a dollar of revenue, and here we are going into, in your own words, a fairly substantial uptick in revenue over the next couple of years, assured. The only thing not sure is how many rigs get activated in 2024. It, it appears exceptionally opportunistic.
While I don't expect you to provide any kind of response to this, because you're in a delicate position, I want it clearly stated for the record, and I'm sure Cyrus is listening, that there is definitely a view that this is exceptionally opportunistic. I'm gonna be looking very closely at what I'm provided and making decisions from that point forward. Just putting that out there in the most respectful way possible, Mike.
Thanks for your comments, Dave.
Fair enough. That's my comments.
Thank you. The next question is from-
Dave Plumb.
Please go ahead. Your line is open.
Okay. I remembered my question. You announced a distribution of CAD 38.2 million in cash, right? The market reaction.
Yes.
basically is about CAD 9 million. Do you have a reaction to that?
Well, I'm pleased to see that there's a lot of buying in our shares, a lot of appetite for buying our shares today. Over the past few weeks, there had been an investor, and we don't know who they are, who has been selling into the market and did see the price push down substantively. Pleased to see the price returning back to, you know, I think there's still movement that there could be more movement there, but pleased to see the price, you know, moving back in the right direction.
Part of the reason that we articulated our position here is that having looked at opportunities to deploy this cash for to grow the business and to improve returns for shareholders and not coming not being able to get to the finish line on something that made sense, we thought it was appropriate that we point out to the market that we're not gonna just sit on it, and in doing so, you know, make it very clear that there's a lot of value in our business that hasn't been unlocked when you look at the share price that was trading at only a handful of days ago.
Can I say that I hope that shareholders who are on the call today, who were not in the blackout, did get the opportunity to take advantage of buying into High Arctic stock at very attractive prices through that period. I do know that today the volumes are somewhere in the realm of 160,000 shares turning over. Even in the selling period there, we were averaging only around 35,000 shares per day. Prior to that, seller getting into the market and disposing of their shares, we were averaging around 15,000 shares a day, and trading between about CAD 1.40 and CAD 1.55.
I think there's still room, Dave, for that price to appreciate given the announcement we've made as investors look at what we've put out into the public domain and do their own calculations on value of the components of High Arctic. I'm hoping that pretty soon that I'll be able to get back in and buy some as we exit our blackout here this week.
Well, people would be watching you on that, and I just hope it's a typical small cap, lag on news.
Thank you.
Any other questions, Dave?
Nope, I'm done. Thank you. Have a good weekend.
All right. Thank you, Dave. You too.
Thank you. The next question is from-
Luke.
Please go ahead. Your line is open.
Yeah. Hi, guys. Can you hear me okay?
Yeah. Hearing you loud and clear, Luke.
Perfect. Yeah, just I wanna say congrats on the announcement. Obviously you guys have been thinking long and hard about what to do with the capital. My question, I guess is regarding. I'm not a lawyer and I don't pretend to be one, but just was wondering from a governance standpoint, how High Arctic will kind of review this, whether you'll set up kind of an independent committee, whether there's a requirement for a fairness opinion. I'll apologize in advance. I joined the call about 10 minutes late, so if you've addressed this, just say so.
No. Good questions, Luke. You know, full disclosure, I'm not a lawyer and neither is Lance as well. We will be getting a valuation done on the Papua New Guinean business and we'll be disclosing that as part of the information memorandum when it gets distributed. As far as whether an independent committee on the board or a fairness opinion is needed, we will take our advice also from our legal advisors. That probably is gonna be dependent upon the mechanism or mechanisms that are finally arrived on once we complete our full review here of the most tax-efficient and effective way of completing this transaction for the benefit of the shareholders.
I just like to add is, it'd be our intention that all shareholders are treated equally.
Yeah. Thanks. Just an unrelated but follow-up question on, let's call it the Canadian or North American operations in recognition that there's some substantial residual tax losses. What kind of has to happen in order for you guys to be able to, you know, realize on that as a very real asset in, on the balance sheet?
Yeah, excellent question. Something that we have been doing a bit of research on. Bearing in mind, again, as I said, I'm not a lawyer and things too, so this is not legal advice. My understanding here is that there's a few rules that we will need to stay on side with to ensure that we don't damage that that availability of those tax losses capital and operating tax losses. The 2 of them that stick immediately in my mind are that we need to maintain an essentially similar business so that we can utilize those tax losses, and there can't be an acquired change of control.
We'll be keen to make sure we stay on side with those as we detail out our business plans.
That's great. Thank you so much. I don't have any other questions, but just appreciate what you guys are doing and going through in, you know, this transaction and whatever follows in the future.
Thanks for those kind words, Luke. Have a good weekend.
Thank you. The next question is from-
Murray.
Please go ahead. Your line is open.
Hey, Mike. I think you answered the question. One of the gentlemen earlier, I think it was Dave, was saying this transaction could be seen as very opportunistic for Cyrus. I don't understand the thought process that because in your comment, and then you answered it, but I'm just gonna talk about it for a second. You said that all shareholders would be treated equally. Just thinking out loud here, I create SpinCo. SpinCo goes into Private Co. I as a shareholder get my pro rata shares of Private Co. Cyrus gets their pro rata shares of Private Co, i.e, 45%.
Unless I'm missing something and I guess, you know, educate me if I am, Private Co, as you anticipated today, and I know you have to flush a bunch of things out, I would end up owning whatever my number is, you know, 100,000 shares or whatever the number ends up being in Private Co, representing the same percentage I own today in Public Co, and Cyrus would also own 45% of Private Co on that transaction. There's no. You're not going through a process where Cyrus can come in and acquire, you know, 100% of the company. Each shareholder collectively owns their same percentage post-transaction. Am I correct in my understanding?
Yeah, Murray, as you said, we're still to work through some of the finer details. In essence, yeah, what you've outlined is in line with what we're contemplating. We're not contemplating putting something out there that would see one shareholder have preferential treatment over another.
Right. Okay. That was my understanding as well. You know, as I understand this transaction, there's really 3 components to it. There's cash. Everybody gets their pro rata share of the cash. There's a Public company listing, which has CAD 130 million in tax pools, non-capital tax pools in it. To your point, the answer there is you cannot trigger an acquisition of control, which is different than a change in control. There can be a change of control. You just can't have an acquisition of control. If you don't, you don't necessarily have to have the same line of business. If you trigger an acquisition of control, it streams those tax pools so that they can only be used in the same type of business.
I know it's a nuance, but that is how CRA is gonna look at it. The 3 components again are cash. We all get pro rata. A ownership in an entity which may be still listed on the TSX senior board. The venture exchange may have requirements in there that say you don't meet certain thresholds, so you get pushed from the senior to the junior board. Again, that will be in the details. The third component is a piece of PNG Co. Again, everybody, every shareholder owns the same thing today or after the transaction as they do currently. It's just in different buckets. Is my understanding correct or not?
Thanks, Murray. I'll address the, I think the 2 points there. Yeah, thank you for clarifying on the acquisition of control and, you know, the use of forward use of the non-capital tax loss carry forwards. On that second point, I agree that is a reasonable read of what we have announced is that essentially every shareholder will have what they have today, but it will be in the form of cash, listed public co, and shares in a private PNG co.
Okay. Thank you. No further questions.
Thank you, Murray.
Thank you. There are no further questions registered at this time. I will return the call back to Mr. Maguire. Please go ahead.
Based on today's questions, both the number of them and the number of people asking them and the number of people who are on the call, I'm getting a lot of understanding there's tremendous amount of interest in what we've announced. Interest both from those who analyze and advise on our business and those who are shareholders of it today. I'd like to thank you for participating in today's call and for the questions that you've posed. I look forward to taking this forward and then bringing 2 shareholders the information memorandum to enable us to move forward to a vote. Thank you and good week... a good week and a good weekend to all.
Thank you. The conference has now ended. Please disconnect your lines at this time, and we thank you for your participation.