What changed in this filing

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Item 1A. Risk Factors

2022-02-28 compared with 2021-02-26 · 113 added, 97 removed, 360 unchanged (37% of the section changed)

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We may experience additional risks and uncertainties not currently known to us or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, cash flows and results of operations.

Risks in this section are grouped by category.

Many risks affect more than one category and the risks are not in order of significance or probability of occurrence because they have been grouped by categories.

Summary of Risk Factors:

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• Risks Related to Our Macroeconomic-Business Environment

◦ Certain of our customers’ spending may be directly, and our business may be indirectly, affected by volatile or low oil, coal or natural gas prices or unsuccessful exploration results.

◦ We have been adversely affected by the coronavirus pandemic.

◦ Certain of our customers’ spending may be directly, and our business may be indirectly, affected by volatile or low oil, metallurgical (met) coal, natural gas or iron ore prices or unsuccessful exploration results.

◦ The effects of the COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will impact our future results of operations remains uncertain.

• Risks Related to Our Customers

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◦ We operate in a highly competitive industry, and if we fail to compete effectively, our business will suffer.

◦ Our operations may suffer due to over-capacity of certain types of accommodations assets.

◦ Our operations may suffer due to over-capacity of certain types of accommodations assets in certain regions.

◦ Increased operating costs and limited cost recovery through pricing or contract terms may constrain our ability to make a profit.

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◦ Development of permanent infrastructure in the areas where we locate our assets could negatively impact our business.

◦ We may be subject to risks associated with the transportation and installation of mobile accommodations.

◦ We may be subject to risks associated with the transportation, installation and demobilization of mobile accommodations.

◦ Our business could be negatively impacted by security threats, including cybersecurity threats and other disruptions.

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◦ We may be exposed to certain regulatory and financial risks related to climate change.

◦ An accidental release of pollutants into the environment may cause us to incur significant costs and liabilities.

• Risks Related to Our Common Shares

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• Risks Related to Our Structure

◦ We are subject to various Canadian and other taxes.

◦ We are subject to various Canadian, Australian and other taxes.

◦ We remain subject to changes in tax law (in various jurisdictions) and other factors that could impact our effective tax rate.

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Risks Related to Our Macroeconomic-Business Environment

Certain of our customers’ spending may be directly, and our business may be indirectly, affected by volatile or low oil, coal or natural gas prices or unsuccessful exploration results.

Demand for our services is sensitive to the level of exploration, development and production activity of, and the corresponding capital spending by, oil and gas and mining companies.

Certain of our customers’ spending may be directly, and our business may be indirectly, affected by volatile or low oil, met coal, natural gas or iron ore prices or unsuccessful exploration results.

Demand for our services is sensitive to the level of exploration, development and production activity of, and the corresponding capital spending by, natural resources companies.

Our business typically supports customer projects that are capital intensive and require several years to generate first production with production lasting for decades.

The economic analyses conducted by our customers in oil sands, Australian mining and liquefied natural gas (LNG) investment areas have historically assumed a relatively conservative longer-term price outlook for production from such projects to determine economic viability.

The oil and gas and mining industries’ willingness to explore, develop and produce depends largely upon the availability of attractive resource prospects and the prevailing view of future commodity prices, and expenditures by our oil and gas and mining customers generally lag changes in commodity prices by three to six months.

However, with the extreme global oil demand destruction in 2020 due to the COVID-19 coronavirus (COVID-19) pandemic, our oil and gas customers in North America have changed their spending and production plans and have reduced or deferred, and may continue to reduce or defer, major expenditures.

Prices for oil, metallurgical (met) coal, LNG, natural gas and other natural resources are subject to large fluctuations in response to changes in supply of and demand for these commodities.

For the past several years, commodity prices have remained relatively low, and continue to be volatile.

The willingness of natural resources companies to explore, develop and produce depends largely upon the availability of attractive resource prospects and the prevailing view of future commodity prices, and expenditures by our natural resources customers generally lag changes in commodity prices by at least three to six months.

Prices for oil, met coal, LNG, natural gas and other natural resources are subject to large fluctuations in response to changes in global supply of and demand for these commodities.

Global oil prices dropped to historically low levels in April 2020 due to severely reduced global oil demand, the resulting high global crude inventory levels, uncertainty around timing and slope of worldwide economic recovery after COVID-19 related economic shut-downs and effectiveness of production cuts by major oil producing countries, such as Saudi Arabia, Russia and the U.S.

While commodity prices have recovered from the low levels observed during 2020, commodity prices continue to be volatile.

Other factors beyond our control that affect commodity prices include:

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• global weather conditions, natural disasters and global health concerns such as the COVID-19 pandemic or any future disaster or pandemic;

• global reduction in demand for fossil fuels due to international efforts to address climate change;

• rapid technological change and the timing and extent of energy resource development, including hydraulic fracturing of horizontally drilled wells in shale discoveries and LNG;

• development, commercialization and availability of alternative fuels;

• development, commercialization, availability and economics of alternative fuels;

• government, tax and environmental regulation, including climate change legislation and clean energy policies.

In 2018, the Government of Alberta announced it would mandate temporary curtailments of the province’s oil production.

However, monthly production limits were put on hold in December 2020 until further notice, allowing operators to produce freely at their discretion while the government monitors production.

Should forecasts show storage inventories approaching maximum capacity, the government may reintroduce production limits.

The curtailment initially resulted in a narrowing of the discount (WCS Differential) at which Western Canadian Select (WCS) trades relative to West Texas Intermediate (WTI) in December 2018, which increased in 2019 before narrowing again in the first quarter of 2020.

As of February 22, 2021, the WTI price was $61.49 and the WCS price was $49.95, resulting in a WCS Differential of $11.54.

However, in December 2020, monthly production limits were put on hold until further notice, allowing operators to produce freely at their discretion while the government monitors production and inventory levels.

As of February 22, 2022, the West Texas Intermediate (WTI) price was $92.35 and the Western Canadian Select (WCS) price was $79.12, resulting in a discount (WCS Differential) at which WCS trades relative to WTI of $13.23.

Should the price of WTI decline or the WCS discount to WTI widen further, our oil sands customers may delay or eliminate additional investments, further reduce their spending in the oil sands region or curtail or shut-down additional existing operations.

We have been adversely affected by the coronavirus pandemic.

The outbreak of COVID-19 has adversely impacted and continues to impact worldwide economic activity, including the natural resources industry in Canada, Australia and the U.S.

The actions taken to mitigate the spread of COVID-19 and the risk of infection have altered, and are expected to continue to alter, governmental and private-sector policies and behaviors in ways that have had a significant negative effect on oil consumption, such as government-imposed or voluntary social distancing and quarantining, stay-at-home orders, health and safety considerations, reduced travel and remote work policies.

In today's environment, following the extreme global oil demand destruction in 2020 due to the initial spread of COVID-19, our customers in North America have changed their spending and production plans and have reduced or deferred, and may continue to reduce or defer, major expenditures.

As global oil demand recovered throughout 2021 from the depressed levels experienced in 2020, customers have increased production activity.

However, commodity price volatility, continued uncertainty about the ongoing impact of COVID-19, and regulatory complications could cause our customers to reduce production, delay expansionary and maintenance spending and defer additional investments.

The effects of the COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will impact our future results of operations remains uncertain.

The outbreak of COVID-19 has adversely impacted and continues to impact worldwide economic activity, including natural resources companies in Canada, Australia and the U.S.

The actions taken by governments and the private-sector to mitigate the spread of COVID-19 and the risk of infection, including government-imposed or voluntary social distancing and quarantining, reduced travel and remote work policies, have evolved with the introduction of vaccination efforts, and may continue to evolve as the surfacing of virus variants has added a degree of uncertainty to the continuing global impact of COVID-19.

We have experienced, and expect to continue to experience, some resulting disruptions and increased costs to our business as a result of the measures we have set in place to comply with governmental regulations and customer policies related to COVID-19.

In addition, with lower and volatile oil prices due to reduced global oil demand and uncertainty around the continued economic impact of COVID-19, capital spending by oil and gas companies and customer demand for our services has been adversely affected.

The ultimate extent of the impact of COVID-19 on our business, financial condition and results of operations will depend largely on future developments, including the duration and spread of the outbreak in the countries in which we operate and the related impact on the oil and gas industry, the impact of governmental actions designed to prevent the spread of COVID-19 and the development and availability of effective treatments and vaccines, all of which are highly uncertain and cannot be predicted with certainty at this time.

These measures, which help ensure the health and well-being of our employees, guests and contractors, include screening of individuals that enter our facilities, social distancing practices, enhanced cleaning and deep sanitization, the suspension of nonessential employee travel and implementation of work-from-home policies.

The ultimate extent of the impact of COVID-19 on our business, financial condition and results of operations will depend largely on any resurgence in infections, whether due to the spread of any variants of the virus or otherwise, and the related impact on the natural resources industry and the impact of continued governmental actions designed to prevent the spread of COVID-19.

We continue to closely monitor the COVID-19 situation, but as long as the pandemic continues, our employees will continue to be exposed to health risks, and we could be negatively impacted in the future if a significant number of our employees, or employees who perform critical functions, become ill, quarantine as a result of exposure to COVID-19 or do not comply with vaccination programs.

Risks Related to Our Customers

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We could be materially adversely affected by disruptions to our customers’ operations.

The price of and demand for natural resources produced by our customers may impact their desire and/or ability to continue existing projects or start new projects.

The price of and demand for natural resources produced by our customers may impact their desire and/or ability to continue producing existing projects or start new projects.

Customers may also experience unexpected problems, higher costs or delays in commencing or developing a project.

Additionally, the willingness of natural resources companies to explore, develop and produce may be impacted by pressures to limit increases in capital spending generally and on met coal and hydrocarbons in particular, as well as by cost overruns on past and current projects, which could adversely impact demand for our services.

Operating risks and challenges our customers face, which may ultimately affect their need for the accommodations and services we provide, include:

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• the breakdown or shortage of equipment and labor necessary to maintain their operations;

• risks associated with the natural resources industry being subject to various regulatory approvals, including a government agency failing to grant an approval or failing to renew an existing approval, or the approval or renewal not being provided by the government agency in a timely manner or the government agency granting or renewing an approval subject to materially onerous conditions;

• capital project cost overruns and cost inflation;

• risks associated with the natural resources industry being subject to laws and regulations, including those governing air and greenhouse gas emissions, as well as various regulatory approvals, including a government agency failing to grant an approval or failing to renew an existing approval, or the approval or renewal not being provided by the government agency in a timely manner or the government agency granting or renewing an approval subject to materially onerous conditions;

• risks to land titles, mining titles and use thereof as a result of native title claims;

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We depend on several significant customers.

We depend on several significant customers, including customers that operate in the oil and gas and mining industries, which has been adversely impacted by the effects of the COVID-19 pandemic.

We depend on several significant customers, including customers that operate in the natural resources industry.

The loss of any one of our largest customers in any of our business segments or a sustained decrease in demand by any of such customers could result in a substantial loss of revenues and could have a material adverse effect on our results of operations.

In addition, the concentration of customers in the mining and oil and gas industries may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions.

With the current low and volatile oil and gas prices, some of our customers may face liquidity issues, which could impair their ability to pay or otherwise perform on their obligations.

In addition, the concentration of customers in the natural resources industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions.

With low and/or volatile oil and gas prices, some of our customers may face liquidity issues, which could impair their ability to pay or otherwise perform on their obligations.

Furthermore, some of our customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to us.

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Our ability to do so generally depends on a variety of factors, including overall customer expenditure levels and the quality, price and responsiveness of our services, as well as our ability to market these services effectively and differentiate ourselves from our competitors.

We cannot assure you that we will be able to obtain new business, renew existing customer contracts at the same or higher levels of pricing, or at all, or that our current customers will not turn to competitors, cease operations, elect to self-operate or terminate contracts with us.

Our business is contract intensive and we are party to many contracts with customers.

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The likelihood that a customer may seek to terminate a contract is increased during periods of market volatility like those we are currently experiencing.

Additionally, our exclusivity contracts do not include minimum room commitments, so we receive payment only if the customer utilizes our services.

Finally, while we periodically review our compliance with contract terms and provisions, if customers were to dispute our contract determinations, the resolution of such disputes in a manner adverse to our interests, including customers withholding payments or modification of payment terms, could negatively affect sales and operating results.

Customer contract cancellations, the failure to renew a significant number of our existing contracts or the failure to obtain new business would have a material adverse effect on our business and results of operations.

Customer contract cancellations, reduced customer utilization, the failure to renew a significant number of our existing contracts or the failure to obtain new business would have a material adverse effect on our business and results of operations.

Due to the significant geographic concentration of our business, adverse events in areas where we operate could negatively impact our business, and our geographic concentration could limit the number of customers seeking our services.

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For example, in 2011 and 2017, cyclones and resulting flooding threatened our villages in Australia.

Also in 2011 and 2016, forest fires in northern Alberta impacted areas near our Canadian oil sands lodges.

Due to our geographic concentration, any adverse events or developments in our operating areas may disproportionately affect our financial results.

Similarly, in 2011 and 2016, forest fires in northern Alberta impacted areas near our Canadian oil sands lodges.

Moreover, global climate change may result in significant natural disasters occurring more

frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, and flooding.

Many of the areas in which we operate are very remote with limited local supplies and any significant adverse events such as those discussed above could impact our ability to obtain good or services and personnel.

In addition, a limited number of potential customers operate in the areas in which our business is concentrated, and occupancy at each of our lodges may be constrained by the radius which potential customers are willing to transport their workers.

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Our business and growth strategies depend in large part on customers outsourcing some or all of the services that we provide.

Many oil and gas and mining companies in our core markets own their own accommodations facilities, while others outsource all or part of their accommodations requirements.

Customers have largely built their own accommodations in the past but will outsource if they perceive that outsourcing may provide quality services at a lower overall cost or allow them to

accelerate the timing of their projects.

Many natural resources companies in our core markets own their own accommodations facilities, while others outsource all or part of their accommodations requirements.

Customers have largely built their own accommodations in the past but will outsource for additional capacity or if they perceive that outsourcing may provide quality services at a lower overall cost or allow them to accelerate the timing of their projects.

We cannot be certain that these customer preferences will continue or that customers that have previously outsourced accommodations will not decide to perform these functions themselves or only outsource accommodations during the development or construction phases of their projects.

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To be successful, we must provide hospitality services that meet the specific needs of our customers at competitive prices.

The principal competitive factors in the markets in which we operate are service quality and availability, price, technical knowledge and experience and safety performance.

We compete with international and regional competitors, several of which are significantly larger than we.

The principal competitive factors in the markets in which we operate are service quality, availability, price, location, technical knowledge and experience and safety performance.

We compete with international and regional competitors, several of which are significantly larger than us.

These competitors offer similar services in the geographic regions in which we operate.

Many oil and gas and mining companies in our core markets own their own accommodations facilities and outsource their service requirements, while others outsource all or part of their accommodations requirements.

Many natural resources companies in our core markets own their own accommodations facilities and outsource their service requirements, while others outsource all or part of their accommodations requirements.

As a result of competition, we may be unable to continue to provide our present services, to provide such services at historical operating margins or to acquire additional business opportunities, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Reduced levels of activity in the workforce accommodation industry can intensify competition and result in lower revenue to us.

Our operations may suffer due to over-capacity of certain types of accommodations assets.

The demand for and/or pricing of rooms and accommodation services is subject to the overall availability of rooms in the marketplace.

If demand for our assets were to decrease, or to the extent that we and our competitors increase our capacity in excess of current demand, we may encounter decreased pricing for, or utilization of, our assets and services, which could adversely impact our operations and profits.

The economic disruption in 2020 caused by the decline in the price of and demand for oil has impacted the activity in the Canadian oil sands and our U.S.

business, and we have seen decreased customer demand for accommodations in those areas, and we have experienced a corresponding significant decrease in our occupancy and profitability.

Our operations may suffer due to over-capacity of certain types of accommodations assets in certain regions.

The demand for and/or pricing of rooms and accommodation services is subject to the overall availability of rooms in a region.

If demand for our assets were to decrease, or to the extent that we and our competitors have capacity in excess of current demand, we may encounter decreased pricing for, or utilization of, our assets and services, which could adversely impact our operations and profits.

The recent economic disruption caused by COVID-19 and the decline in the price of and demand for oil negatively impacted customer activity in the Canadian oil sands and our U.S.

In 2020, we experienced a decrease in customer demand for accommodations in those areas, and experienced a corresponding decrease in our occupancy and profitability.

As oil prices and demand increased in 2021, customer activity began recovering in both regions, increasing our occupancy and profitability, albeit not to pre-COVID activity levels.

Increased operating costs and limited cost recovery through pricing or contract terms may constrain our ability to make a profit.

Our profitability can be adversely affected to the extent we are faced with cost increases for food, wages and other labor related expenses, insurance, fuel and utilities, especially to the extent we are unable to recover such increased costs through increases in the prices for our services, due to one or more of general economic conditions, competitive conditions or contractual provisions in our customer contracts.

Substantial increases in the cost of fuel and utilities have historically resulted in cost increases in our lodges and villages.

For example, substantial increases in the cost of fuel and utilities have historically resulted in cost increases in our lodges and villages.

From time to time, we have experienced increases in our food costs.

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In addition, food prices can fluctuate as a result of foreign exchange rates and temporary changes in supply, including as a result of incidences of wildfires or severe weather such as droughts, heavy rains and late freezes, or other climate effects.

A shortage of skilled labor could also result in higher wages due to more expensive temporary hire labor resources that would increase our labor costs, which could negatively affect our profitability.

Since the COVID-19 pandemic began, we have been impacted by increased staff costs as a result of hospitality labor shortages in Australia.

This has been exacerbated by state and international border closures due to COVID-19.

Border closures have affected the number of staff available, which has subsequently led to an increased reliance on more expensive temporary labor hire resources and has negatively affected our profitability.

While our multi-year contracts often provide for annual escalation in our room rates for food, labor and utility inflation, we may be unable to fully recover costs and such increases would negatively impact our profitability on contracts that do not contain such inflation protections.

Employee and customer labor problems could adversely affect us.

Our business is labor intensive requiring a significant number of employees to perform housekeeping, janitorial and food services at our locations or locations that we manage.

Our business is labor intensive requiring a significant number of employees to perform housekeeping, janitorial and food services functions at our locations or locations that we manage.

As our operations grow or our occupancy increases, we require additional staff to take care of our guests at a standard we deem appropriate and to operate safely.

If we are unable to hire a sufficient labor force, we may be required to increase wages or use temporary labor at a higher cost and reduced efficiency.

Inefficient operations or higher labor costs would negatively impact our profitability and could damage our reputation with our customers.

If we are unable to hire a sufficient labor force, we could be required to increase wages or use temporary labor at a higher cost and reduced efficiency.

We have experienced, and expect to continue to experience, a shortage of labor for certain functions, in part due to concerns around COVID-19, which has increased our labor costs and negatively impacted our profitability.

The extent and duration of the effect of these labor market challenges are subject to numerous factors, including the continuing effect of the COVID-19 pandemic, vaccine mandates that have been or may be announced in jurisdictions in which our businesses operate, availability of qualified persons in the markets where we and our contracted service providers operate, unemployment levels within these markets and our reputation within the labor market.

Inefficient operations or further increased labor costs resulting from these labor market challenges could negatively impact our profitability and could damage our reputation with our customers.

Additionally, as of December 31, 2021, we were party to collective bargaining agreements covering 1,071 employees in Canada and 617 employees in Australia.

Efforts have been made from time to time to unionize other portions of our workforce.

In addition, our facilities serving oil sands development work in Northern Alberta, Canada and mining operations in Australia

house both union and non-union customer employees.

In addition, our facilities serving oil sands development work in Northern Alberta, Canada and mining operations in Australia house both union and non-union customer employees.

We have not experienced strikes, work stoppages or other slowdowns in the past, but we cannot guarantee that we will not experience such events in the future.

A prolonged strike, work stoppage or other slowdown by our employees or by the employees of our customers could cause us to experience a disruption of our operations, which could adversely affect our business and results of operations.

A prolonged strike, work stoppage or other slowdown by our employees or by the employees of our customers could cause us to experience a disruption of our operations or adversely impact our reputation, which could adversely affect our business and results of operations.

Additional unionization efforts and new collective bargaining agreements also could materially increase our costs or limit our flexibility.

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Enterprise bargaining agreements in our Australian operations cover certain employees working at our villages in Queensland, New South Wales and Western Australia, as well as certain employees working at our integrated services customer owned sites in Western Australia.

These agreements have individual expiration dates, but in no case extend beyond 2022.

These agreements either have individual expiration dates or continue until either party seeks to have such agreement cancelled, but in no case extend beyond 2024.

A failure to maintain food safety or comply with government regulations related to food and beverages or serving alcoholic beverages may subject us to liability.

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A variety of regulations at various governmental levels relating to the handling, preparation and serving of food (including, in some cases, requirements relating to the temperature of food), cleanliness of food production facilities and hygiene of food-handling personnel are enforced primarily at the local public health department level.

We can give no assurances that we are in full compliance with all applicable laws and regulations at all times or that we will be able to comply with any future laws and regulations.

We can give no assurances that we are in full compliance with all applicable laws and regulations at all times or that we will be able to comply

with any future laws and regulations.

Furthermore, legislation and regulatory attention to food safety is very high.

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As of December 31, 2021, we had an asset retirement obligation (ARO) liability on our balance sheet of $13.7 million.

Consistent with US GAAP, this liability is the estimated present value of the amount of required asset removal and site remediation costs related to the retirement of assets at these locations.

Consistent with U.S.

generally accepted accounting principles (U.S.

GAAP), this liability is the estimated present value of the amount of required asset removal and site remediation costs related to the retirement of assets at these locations.

Should the remediation requirement be accelerated, our near term cash obligation could be significantly larger than the liability currently on our balance sheet and could negatively impact our cash flows and liquidity.

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We are susceptible to seasonal earnings volatility due to adverse weather conditions in our regions of operations.

Our operations are directly affected by seasonal differences in weather in the areas in which we operate, most notably in Canada and Australia, and, to a lesser extent, the Permian Basin.

Our operations are directly affected by seasonal differences in weather in the areas in which we operate, most notably in Canada and Australia, and, to a lesser extent, in the Permian Basin.

A portion of our Canadian operations is conducted during the winter months when the winter freeze in remote regions is required for exploration and production activity to occur.

The spring thaw in these frontier regions restricts operations in the spring months and, as a result, adversely affects our operations and our ability to provide services in the second and, to a lesser extent, third quarters.

The spring thaw in these frontier regions restricts operations in the spring months and, as a result, adversely affects our operations and our ability to provide services in the second quarter.

During the Australian rainy season, generally between the months of November and April, our operations in Queensland and the northern parts of Western Australia can be affected by cyclones, monsoons and resultant flooding.

Severe winter weather conditions in the Permian Basin of the United States can restrict access to work areas for our customers.

Furthermore, the areas in which we operate are susceptible to wildfires, which could interrupt our operations and adversely impact our earnings.

Additionally, the areas in which we operate are susceptible to wildfires.

Finally, global climate change may result in certain of these adverse weather conditions occurring more frequently or with greater intensity.

If any of these conditions occur, our operations could be interrupted and our earnings may be adversely impacted.

Failure to maintain positive relationships with the Indigenous people in the areas where we operate could adversely affect our business.

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We specialize in providing hospitality services for workforces in remote areas which often lack the infrastructure typically available in nearby towns and cities.

If permanent towns, cities and municipal infrastructure develop, grow or otherwise become available in the oil sands region of northern Alberta, Canada, the west coast of British Columbia or regions of Australia where we locate villages, then demand for our hospitality services could decrease as customer employees move to the region and choose to utilize permanent housing and food services.

We may be subject to risks associated with the transportation and installation of mobile accommodations.

If permanent towns, cities and municipal infrastructure develop, grow or otherwise become available in the oil sands region of northern Alberta, Canada, the west coast of British Columbia or regions of Australia where we operate, then demand for our hospitality services could decrease as customer employees move to the region and choose to utilize permanent housing and food services.

We may be subject to risks associated with the transportation, installation and demobilization of mobile accommodations.

In connection with our Canadian and U.S.

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Although we utilize various procedures and controls to monitor these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing.

If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows.

If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to our operations and could have a material adverse effect on our reputation, competitive position, financial position, results of operations or cash flows.

In addition, such events could result in litigation, regulatory action and potential liability, including liability under laws that protect the privacy of personal information, as well as the costs and operational consequences of implementing further data protection measures.

Cybersecurity attacks in particular are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, ransomware attacks and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of or denial of access to confidential or otherwise protected information and corruption of data.

In 2018, we experienced a minor data security breach resulting from unauthorized access to our systems, which had no material impact on our operations;

however, there is no assurance that such impacts will not be material in the future.

We have experienced, and expect to continue to confront, efforts by hackers and other third parties to gain unauthorized access or deny access to, or otherwise disrupt, our information technology systems and networks.

While we have not experienced a material incident to date, a material cyber-incident could have a material adverse effect on our business, financial condition, results of operations or liquidity.

Loss of key members of our management could adversely affect our business.

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Our indebtedness could restrict our operations and make us more vulnerable to adverse economic conditions.

We currently have a substantial amount of indebtedness.

As of December 31, 2020, we had approximately $187.5 million outstanding under the term loan portion of our credit agreement (as amended from time to time, the Amended Credit Agreement), $63.6 million outstanding under the revolving portion of the Amended Credit Agreement, $4.5 million of outstanding letters of credit and capacity to borrow an additional $99.3 million under the revolving portion of the Amended Credit Agreement.

If market or other economic conditions remain depressed or further deteriorate, our borrowing capacity may be further reduced.

Our Amended Credit Agreement contains, and any future indebtedness we incur may contain, a number of restrictive covenants that will impose significant operating and financial restrictions on us and may limit our ability to, among other things, borrow funds, dispose of assets, pay dividends and make certain investments.

As of December 31, 2021, we had approximately $63.1 million outstanding under the term loan portion of our Syndicated Facility Agreement (Credit Agreement), $112.0 million outstanding under the revolving portion of the Credit Agreement, $1.4 million of outstanding letters of credit and capacity to borrow an additional $86.5 million under the revolving portion of the Credit Agreement.

If market or other economic conditions remain depressed or further deteriorate, our borrowing capacity may be reduced.

Our Credit Agreement contains, and any future indebtedness we incur may contain, a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to, among other things, borrow funds, dispose of assets, pay dividends and make certain investments.

In addition, these covenants also may limit our ability to obtain future financings, make needed capital expenditures, withstand a continued downturn in our business or a downturn in the economy in general or otherwise conduct necessary corporate activities.

Our ability to comply with these covenants may be affected by events beyond our control.

Declines in commodity prices, or a prolonged period of commodity prices at depressed levels, could eventually result in our failing to meet one or more of the financial covenants under the Amended Credit Agreement, which could require us to refinance or amend such obligations resulting in the payment of consent fees or higher interest rates, or require us to raise additional capital at an inopportune time or on terms not favorable to us.

Declines in commodity prices, or a prolonged period of commodity prices at depressed levels, could eventually result in our failing to meet one or more of the financial covenants under the Credit Agreement, which could require us to refinance or amend such obligations resulting in the payment of consent fees or higher interest rates, or require us to raise additional capital at an inopportune time or on terms not favorable to us.

A failure to comply with these covenants, ratios or tests could also result in an event of default.

A default under the Amended Credit Agreement, if not cured or waived, could result in acceleration of all indebtedness outstanding thereunder.

A default under the Credit Agreement, if not cured or waived, could result in acceleration of all indebtedness outstanding thereunder.

The accelerated debt would become immediately due and payable.

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Even if new financing were then available, it may not be on terms that are acceptable to us.

In addition, in the event of an event of default under the Amended Credit Agreement, the lenders could foreclose on the collateral securing the credit facility and require repayment of all borrowings outstanding.

In addition, in the event of an event of default under the Credit Agreement, the lenders could foreclose on the collateral securing the credit facility and require repayment of all borrowings outstanding.

If the amounts outstanding under the credit facility or any of our other indebtedness were to be accelerated, our assets may not be sufficient to repay in full the money owed to the lenders or to our other debt holders.

Moreover, any new indebtedness we incur may impose financial restrictions and other covenants on us that may be more restrictive than our existing debt agreements.

Our ability to service our debt, including repaying outstanding borrowings under our Amended Credit Agreement at maturity, will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.

Our ability to service our debt, including repaying outstanding borrowings under our Credit Agreement at maturity, will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.

If our business does not generate sufficient cash flows from operations to enable us to meet our obligations under our indebtedness, we will be forced to take actions such as reducing or delaying business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness or seeking additional equity capital.

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Any currency controls implemented by local monetary authorities in countries where we currently operate could also adversely affect our business, financial condition and results of operations.

We may attempt to limit the risks of currency fluctuation where possible by entering into financial instruments to protect against foreign currency exposure, but, to date, we have not entered into any foreign currency financial

Our efforts to limit exchange risks may be unsuccessful, thereby exposing us to foreign currency fluctuations that could cause our results of operations, financial condition and cash flows to deteriorate.

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We could be exposed to liabilities for cleanup costs, natural resource damages and other damages as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third-parties.

There is inherent risk of environmental costs and liabilities in our business as a result of historical industry operations and waste disposal practices, which include air emissions and waste water discharges as well as our handling of petroleum hydrocarbons related to our operations.

Certain environmental statutes impose joint and several strict liability for these costs.

For example, an accidental release by us in the performance of services at one of our or our customers’ sites could subject us to substantial liabilities arising from environmental cleanup, restoration costs and natural resource damages, claims made by neighboring landowners and other third parties for personal injury and property damage and fines or penalties for related violations of environmental laws or regulations.

We may not be able to recover some or any of these costs from insurance.

Environmental laws and regulations are subject to change in the future, possibly resulting in more stringent requirements.

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Significant focus is being made on companies that are active producers of fossil fuels, or companies which serve such producers.

Efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues and impose reductions of hydrocarbon-based fuels, including plans developed in connection with the Paris climate conference in December 2015 and the Katowice climate conference in December 2018.

There are a number of legislative and regulatory proposals to address greenhouse gas emissions, including increased fuel efficiency standards, carbon taxes or cap and trade systems, restrictive permitting, and incentives for renewable energy, which are in various phases of discussion or implementation.

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These actions could both (1) directly impact us due to increased costs associated with our operations, and (2) indirectly impact us due to increased costs of and/or reduced demand for our customers' operations, and resulting reduced demand for our services.

Any adoption of these or similar proposals by Canadian, Australian, U.S.

federal, regional, provincial or state governments mandating a substantial reduction in greenhouse gas emissions could have far-reaching and significant impacts on the energy industry, including negatively impacting the price of oil relative to other energy sources, reducing demand for hydrocarbons and other minerals or limiting drilling or mining in the areas in which we operate.

Although it is not possible at

this time to predict how legislation or new regulations that may be adopted to address greenhouse gas emissions would impact our business, any such future laws and regulations could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on our business or demand for our services.

Any adoption of these or similar proposals by Canadian, Australian or U.S.

federal, regional, provincial, state or local governments mandating a substantial reduction in greenhouse gas emissions could have far-reaching and significant impacts on the energy industry, including negatively impacting the price of oil relative to other energy sources, reducing demand for hydrocarbons and other minerals or limiting drilling or mining in the areas in which we operate.

Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address greenhouse gas emissions would impact our business, any such future laws and regulations could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on our business or demand for our services.

In addition, there have also been efforts in recent years to influence the investment community, including investment advisors and certain sovereign wealth, pension and endowment funds promoting divestment of fossil fuel equities and pressuring lenders to limit funding to companies engaged in the extraction of fossil fuel reserves.

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“Business - Government Regulation” of this annual report for a more detailed description of our climate-change related risks.

An accidental release of pollutants into the environment may cause us to incur significant costs and liabilities.

There is inherent risk of environmental costs and liabilities in our business as a result of (1) our handling of petroleum hydrocarbons, (2) air emissions and waste water discharges related to our operations, and (3) historical industry operations and waste disposal practices.

Certain environmental statutes impose joint and several strict liability for these costs.

We may not be able to recover some or any of these costs from insurance.

Risks Related to Our Common Shares

The market price and trading volume of our common shares may be volatile.

On November 19, 2020, we effected the Reverse Share Split, where each twelve issued and outstanding common shares were converted into one common share.

Our common shares began trading on a reverse share split-adjusted basis on November 19, 2020.

All common share and per common share data included in this annual report have been retroactively adjusted to reflect the Reverse Share Split.

The market price of our common shares has historically experienced and may continue to experience volatility.

For example, during 2019, the market price of our common shares, adjusted to reflect the Reverse Share Split, ranged from a low of $9.01 per share to a high of $34.20 per share.

During 2020, the market price of our common shares, adjusted to reflect the Reverse Share Split, ranged from a low of $4.08 per share to a high of $18.48 per share.

For example, during 2021, the market price of our common shares ranged from a low of $13.09 per share to a high of $25.28 per share.

The market price of our common shares may be influenced by many factors, some of which are beyond our control, including those described above and the following:

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• terrorist acts;

• trading volume of our common shares;

• future sales of our common shares or other securities by us, members of our management team or our existing shareholders;

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In addition, price volatility may be greater if the public float and trading volume of our common shares is low.

Since the twelve-to-one reverse share split of our common shares on November 19, 2020 through February 25, 2022, our average daily trading volume on the NYSE has been approximately 37,000 shares.

In addition, in recent years the stock market has experienced substantial price and volume fluctuations.

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These market fluctuations, regardless of the cause, may materially and adversely affect our share price, regardless of our operating results.

Price volatility may cause the average price at which we repurchase our common shares (see Note 17 – Share Repurchase Program for a discussion of repurchases of our common shares) in a given period to exceed the share price at a given point in time.

Furthermore, the trading market for our common shares is influenced by the research and reports that industry or securities analysts publish about us or our business.

If one or more of these analysts cease coverage of

our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

The rights of holders of our common shares are subordinate to the rights of the holders of our preferred shares.

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For example, some of these material differences include the following:

(a) for material corporate transactions (such as amalgamations, arrangements, the sale of all or substantially all of our undertaking, and other extraordinary corporate transactions), the BCBCA, subject to the provisions of our Articles, generally requires two-thirds majority vote by shareholders, whereas DGCL generally only requires a majority vote of shareholders for similar material corporate transactions;

and (b) under the BCBCA, a holder of 5% or more of our common shares can requisition a general meeting of shareholders for the purpose of transacting any business that may be transacted at a general meeting, whereas the DGCL does not give this right.

(1) for material corporate transactions (such as amalgamations, arrangements, the sale of all or substantially all of our undertaking, and other extraordinary corporate transactions), the BCBCA, subject to the provisions of our Articles, generally requires two-thirds

majority vote by shareholders, whereas DGCL generally only requires a majority vote of shareholders for similar material corporate transactions;

and (2) under the BCBCA, a holder of 5% or more of our common shares can requisition a general meeting of shareholders for the purpose of transacting any business that may be transacted at a general meeting, whereas the DGCL does not give this right.

We cannot predict if investors will find our common shares less attractive because of these material differences.

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Risks Related to Our Structure

We are subject to various Canadian and other taxes.

Our effective tax rates (including our Canadian tax rate) are dependent on a variety of factors, many of which are beyond our ability to control, such as changes in the rate of economic growth in Canada, currency exchange rate fluctuations (especially between Canadian and U.S.

dollars), and significant changes in trade, monetary or fiscal policies of Canada, including changes in interest rates, withholding taxes, tax treaties and federal and provincial tax rates generally.

We are subject to various Canadian, Australian and other taxes.

Our effective tax rates (including our Canadian and Australian tax rate) are dependent on a variety of factors, many of which are beyond our ability to control, such as changes in the rate of economic growth in jurisdictions in which we operate, currency exchange rate fluctuations (especially between Canadian and U.S.

dollars and Australian and U.S.

dollars), and significant changes in trade, monetary or fiscal policies of Canada and Australia, including changes in interest rates, withholding taxes, tax treaties and federal and provincial tax rates generally.

The impact of these factors, individually and in the aggregate, is difficult to predict, in part because the occurrence of any number of the events or circumstances described in such factors may be (and, in fact, often seem to be) interrelated, and the impact to us of the occurrence of any one of these events or circumstances could be compounded or, alternatively, reduced, offset, or more than offset, by the occurrence of one or more of the other events or circumstances described in such factors.

Canada’s tax rules under the Income Tax Act (Canada) (the Canadian Tax Act) allow for favorable tax treatment insofar as the repatriation of certain dividends from foreign affiliates.

Canada’s tax rules under the Income Tax Act (Canada) (the Canadian Tax Act) allow for favorable tax treatment related to the repatriation of certain dividends from foreign affiliates.

If it becomes necessary or desirable to repatriate earnings from subsidiaries, repatriating earnings could, in certain circumstances, give rise to the imposition of potentially significant withholding taxes by the jurisdictions in which such amounts were earned, without our receiving the benefit of any offsetting tax credits, which could adversely impact our effective tax rate and cash flows.

These tax rules are complicated and could change over time.

Any such changes could have a material impact on our overall tax rate.

Canada has also introduced tax rules governing “foreign affiliate dumping” in the Canadian Tax Act that can have adverse tax consequences in respect of non-Canadian business activities and investments for Canadian corporations that are controlled by non-Canadian corporations.

controlled by non-Canadian corporations.

These rules would have a negative impact on us to the extent that we became controlled by a non-Canadian resident corporation.

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Congress, government agencies in non-U.S.

jurisdictions where we and our affiliates do business, and the Organization for Economic Co-operation and Development have recently focused on issues related to the taxation of multinational corporations.

One example is found in the area of “base erosion and profit shifting”, where profits are claimed to be earned for tax purposes in low-tax jurisdictions, or payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates.

jurisdictions where we and our affiliates do business, and the Organization for Economic Co-operation and Development (the “OECD”) have recently focused on issues related to the taxation of multinational corporations.

For example, the OECD has proposed a two-pillar plan to reform international taxation, with proposals to ensure a fairer distribution of profits among countries and to impose a floor on tax competition through the introduction of a global minimum tax.

As a result, the tax laws in the U.S.

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If we were unsuccessful in disputing the assessment, the implications could be materially adverse to us.

The CRA has not provided (and we have not requested) a ruling on the Canadian tax aspects of the Redomicile Transaction.

There can be no assurance that the CRA will agree with our interpretation of the tax aspects of the Redomicile Transaction or any related matters associated therewith.

Future potential changes to U.S.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors