/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, July 4, 2013 /CNW/ - Northern Frontier Corp. (TSX-V: FFF.P)
(the "Corporation" or "Northern Frontier") would like to advise that it is continuing to pursue its proposed
public offering of subscription receipts ("Offering") and proposed acquisition of 794522 Alberta Ltd. ("Numberco"), NEC Contractors (2012) Inc. ("NEC" and together with Numberco, the "NEC Group") and certain assets ("Carve-out Assets") of CRC Open Camp & Catering Ltd. ("CRC"), held by CRC and used in the NEC Group business (together with the
transactions contemplated by the Share Purchase Agreement, the "Acquisition") as announced on April 23, 2013.
The NEC Group provides sustaining capital services to large industrial
energy customers in the steam assisted gravity drainage ("SAGD") region of northeastern Alberta. The NEC Group's head office and shop
is located in Lac La Biche, Alberta and its field location is in
Conklin, Alberta which is central to the substantial industrial energy
production developments in the vicinity. The business focuses on the
ongoing demand for services to support operating facilities, sustaining
capital expenditures to maintain production levels of those facilities
and the development of new production capacity.
Based on unreviewed and unaudited financial figures prepared by
management of the NEC Group, the NEC Group and CRC Carve-out Assets
generated Q1 2013 revenue of approximately $19.0 million and pro forma
adjusted earnings before interest, taxes, depreciation and amortization
("Adjusted EBITDA") of approximately $5.5 million (margin of 28.9%). This compares to
$42.6 million in revenue and $11.2 million in pro forma Adjusted EBITDA
(margin of 26.2%) for the twelve months of 2012.
The Corporation is in the process of updating the Preliminary Prospectus
that it filed on April 23, 2013, to reflect the first quarter financial
results of the Corporation, the NEC Group and CRC Carve-out Assets and
related required financial information disclosure. Once complete, the
Corporation intends on filing the Amended and Restated Preliminary
Prospectus. The definitive date of filing has not been determined,
however the Corporation is working diligently to complete the filing
and expects to proceed in an expeditious manner once sufficient
financing is obtained.
The Corporation will apply for an exemption from sponsorship
requirements pursuant to Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements. There is no assurance, however, that it will obtain this exemption. Trading in the Common Shares will remain halted until such time as the
Exchange has received the documentation required by Policy 2.4 - Capital Pool Companies.
Completion of the Acquisition is subject to a number of conditions
including, but not limited to, Exchange acceptance and if applicable
pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where applicable, the Acquisition cannot close until the
required shareholder approval is obtained. There can be no assurance
that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Prospectus of
the Corporation, any information released or received with respect to
the Acquisition may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should
be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the Acquisition and has neither approved nor disapproved the contents
of this news release.
"Adjusted EBITDA" is defined as earnings before interest, taxes, depreciation and
amortization and other specific expenses and exclusive of the charges
paid to CRC for the rental of the CRC Carve-out Assets net of
associated costs incurred by CRC related to these assets. Adjusted
EBITDA is a supplemental non-GAAP financial measure that is not
recognized under IFRS and does not have a standardized meaning
prescribed by IFRS. Adjusted EBITDA should not be considered as an
alternative to, or more meaningful than, net profit and comprehensive
income or cash flows from operating activities as determined in
accordance with IFRS or as an indicator of operating performance or
liquidity. Management believes that Adjusted EBITDA is a useful
supplemental measure as it provides an indication of the results
generated by the principal business activities after considering CRC's
related party relationship with the NEC Group and prior to
consideration of how these activities are financed or how the results
are taxed in various jurisdictions. The computations of Adjusted
EBITDA may not be comparable to other similarly titled measures of
other companies, and accordingly Adjusted EBITDA may not be comparable
to measures used by other companies.
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", "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
completion of the Acquisition and the Offering;
filing of the Amended and Restated Preliminary Prospectus;
operating activities and future financial performance;
use of net proceeds from the Offering; and
terms and conditions of the Acquisition.
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, among other things, industry activity,
marketability of the services of the NEC Group, the state of financial
markets, business conditions, continued availability of capital and
financing, future oil and natural gas prices and the ability of the
Corporation to obtain necessary regulatory approvals. Although the
Corporation believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results or 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 Acquisition and the Offering, that
the ultimate terms of the Acquisition and the Offering will differ from
those that are currently contemplated, that the Acquisition and
Offering will not be successfully completed for any reason (including
the failure to obtain the required approvals from regulatory
authorities) and regulatory changes. Investors are cautioned that
forward-looking statements are not guarantees of future performance and
actual results or developments may differ materially from those
projected in the forward-looking statements. 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:
For further information on Northern Frontier Corp., please contact:
Northern Frontier Corp.
Bradford N. Creswell - President and Director
Phone: (206) 689-5685
Fax: (206) 204-1710