Northern Frontier Corp. Announces Increase to Previously Announced Bought Deal Offering and Non-Brokered Private Placement

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, Dec. 2, 2013 /CNW/ - Northern Frontier Corp. (TSX-V: FFF) (the "Corporation" or "Northern Frontier") is pleased to announce that it has agreed with Acumen Capital Finance Partners Limited, acting on its own behalf and on behalf of GMP Securities L.P. (collectively, the "Underwriters"), to upsize its previously announced "bought deal" public offering of units of the Corporation (the "Units") to 3,074,000 Units, with each Unit being comprised of one common share of the Corporation (a "Common Share") and one-half of one Common Share Purchase warrant (each whole warrant, a "Warrant"), at a price of $3.50 per Unit for aggregate gross proceeds of $10,759,000 (the "Public Offering"). Each Warrant will entitle the holder to acquire one Common Share (a "Warrant Share") at a price of $4.00 per Warrant Share on or before March 27, 2015.

Northern Frontier has also agreed to upsize the over-allotment option granted to the Underwriters (the "Over-Allotment Option") to provide the Underwriters with the option to acquire up to 461,100 additional Units exercisable on, or for a period of 30 days following, the date of closing of the Public Offering to cover over-allotments, if any, and for market stabilization purposes.

The Corporation is also pleased to announce a concurrent non-brokered offering of up to 42,857 Units ("Private Placement Units") on a private placement basis to one or more directors of the Corporation.  The Private Placement Units will be issued on the same terms as the Units to be issued in connection with the Public Offering (the "Private Placement").

The net proceeds of the Public Offering and the Private Placement will be used by the Corporation to:

  • fulfill its customers' demand for the Corporation's services through the purchase of additional equipment; and
  • for general corporate purposes.

The Units issued in connection with the Public Offering will be offered by way of a short form prospectus to be filed in Alberta, British Columbia, Saskatchewan, Manitoba and Ontario and such other provinces and territories (excluding Québec) as the Corporation and the Underwriters may agree. Closing of the Public Offering and the Private Placement is expected to occur on or about December 17, 2013 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

Forward Looking Information

This news release includes certain statements that constitute forward-looking statements under applicable securities legislation. All statements other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These statements are made as of the date of this news release and the Corporation does not undertake to publicly update these forward-looking statements except in accordance with applicable securities laws. These forward-looking statements include, among other things:

  • timing and completion of the Public Offering and the Private Placement;
  • anticipated use of net proceeds from the Public Offering and the Private Placement; and
  • the receipt of required regulatory approvals.

These statements are only predictions and are based on current expectations, estimates, projections and assumptions, which the Corporation believes are reasonable but which may prove to be incorrect and therefore such forward-looking statements should not be unduly relied upon. In making such forward-looking statements, assumptions have been made regarding the receipt of applicable regulatory and third party approvals and the terms applicable thereto. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of any future outcome and actual developments may differ materially from those in the forward-looking statements.

By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. These risks and uncertainties include: the possibility that the parties will not proceed with the Public Offering, that the ultimate terms of the Public Offering will differ from those that are currently contemplated, and that the Public Offering will not be successfully completed for any reason (including the failure to obtain the required approvals from regulatory authorities or third parties) and regulatory changes. For more information on the Corporation, investors should review the Corporation's continuous disclosure filings that are available at www.sedar.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Northern Frontier Corp.

For further information:

Northern Frontier Corp.
Chris Yellowega - President and Chief Executive Officer
Phone: 587.350.7232 or 403.880.9511
Email: cyellowega@nfcorp.ca


or -

Monty Balderston - Executive Vice President and Chief Financial Officer
Phone: 587.350.7231 or 403.874.7408
Email: mbalderston@nfcorp.ca