TORONTO, Feb. 28 /CNW/ - Northern Financial Corporation (TSX: NFC)
("Northern" or the "Company") is pleased to announce that it has
obtained a receipt for its final short-form prospectus filed with the
securities regulatory authorities in each of the provinces of Canada,
other than Quebec, Prince Edward Island and Newfoundland, and has
entered into an agency agreement for its offering of a minimum of
6,666,667 and a maximum of 16,666,667 common shares ("Common Shares")
of the Company (the "Offering") at a price of $0.30 per Common Share.
The minimum Offering will generate gross proceeds of $2,000,000 and the
maximum Offering will generate gross proceeds of $5,000,000. The
Offering is scheduled to close on or about March 15, 2011, subject to
customary closing conditions.
The prospectus also qualifies the distribution of up to 7,633,333 Common
Shares at a deemed issue price of $0.30 for the purposes of retiring up
to $2,290,000 of outstanding indebtedness. Northern will retire an
aggregate of $2,855,000 of debentures through the issuance of 3,756,666
common shares and cash payments totalling $1,728,000. After completion
of the Offering, Northern will have no debt outstanding other than its
bank debt of approximately $300,000.
The syndicate for the Offering includes Northern Securities Inc. and
Byron Capital Markets Ltd. (the "Agents"). The Company has granted to
the Agents an over-allotment option, exercisable for a period of 30
days from the date of closing of the Offering, to purchase up to an
additional 2,500,000 Common Shares at the Offering price of $0.30 per
Common Share to cover over-allotments, if any. If the overallotment
option is exercised in full, gross proceeds of the Offering will be
Northern currently has 14,087,623 common shares issued and outstanding
and will have approximately 25,000,000 common shares issued and
outstanding after completion of the minimum Offering and retirement of
A copy of Northern's final prospectus will be available at www.sedar.com.
On February 24, 2011, the Company met with the Continued Listing
Committee of the Toronto Stock Exchange ("TSX") to request an extension
of the TSX's delisting review period. The Company understands that the
review period will be extended for an additional 30 days until April 1,
2011 by the TSX.
The securities offered have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any U.S. state securities laws and may not be
offered or sold in the United States or to United States persons absent
registration or any applicable exemption from the registration
requirement of the U.S. Securities Act and applicable U.S. state
securities laws. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Northern Financial Corporation
Northern Financial Corporation wholly owns Northern Securities Inc., a
full service investment dealer that provides financial advisory
services to retail and institutional clients and investment banking
services to small capitalization companies.
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this news release. This press release may
contain forward-looking statements with respect to the Company, its
operations, strategy, financial performance and condition. These
statements generally can be identified by use of forward looking words
such as "may", "will", "expect", "estimate", "anticipate", intends",
"believe" or "continue" or the negative thereof or similar variations.
The actual results and performance of the Company discussed herein
could differ materially from those expressed or implied by such
statements. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations.
Important factors that could cause actual results to differ materially
from expectations include, among other things, general economic and
market factors, competition, changes in government regulations and the
factors described under "Risk Factors" in the Management's Discussion
and Analysis and Filing Statement of the Company which are available at
www.sedar.com. The cautionary statements qualify all forward-looking
statements attributable to the Company and persons acting on their
behalf. Unless otherwise stated, all forward-looking statements speak
only as of the date of this press release and the Company has no
obligation to update such statements.
SOURCE Northern Financial Corporation
For further information:
|Vic Alboini ||or ||Doug Chornoboy|
|Chairman and CEO || ||Senior Vice President and CFO|
|(416) 644-8110 || ||(416) 644-8150|