CALGARY, July 31, 2015 /CNW/ - Black Diamond Group Limited ("Black Diamond" or the "Company") (TSX: BDI), a leading provider of workforce accommodation and modular workspace solutions, announces that, in connection with the transaction described below, Black Diamond's direct and indirect wholly-owned subsidiary, Black Diamond Limited Partnership (the "Partnership"), acquired ownership and control of 4,533,934 common shares (the "Northern Frontier Shares") in the capital of Northern Frontier Corp. ("Northern Frontier") with a deemed value of $0.54 per share, being the 10 day volume weighted average price of the Northern Frontier Shares on the date that was two business days prior, being the date of execution of the Share Purchase Agreement (as defined below).
The 4,533,934 Northern Frontier Shares were acquired from the treasury of Northern Frontier pursuant to the terms and conditions of a share purchase agreement dated July 15, 2015 (the "Share Purchase Agreement") between the Partnership and Northern Frontier, pursuant to which, Northern Frontier acquired the construction services operation operated indirectly by the Company for total consideration of $9.8 million (the "Disposition"). Consideration for the Disposition includes Northern Frontier stock valued at $2.4 million, $1.3 million in pre-paid rent for the lease of land (upon completion of title transfer of such land to Northern Frontier), a vendor take back loan of $7.4 million (decreased by the value of the lease upon its execution) due October 31, 2018 bearing interest at 10% per annum paid quarterly, and a potential earn out of up to $11.6 million which could increase total consideration to $21.4 million based upon average annual revenues.
Following the completion of the Disposition, the Partnership (including any "joint actors" of the Partnership) owns or exercises control or direction over an aggregate of 4,533,934 Northern Frontier Shares representing approximately 19.50% of the current issued and outstanding Northern Frontier Shares (on a non-diluted basis).
An early warning report has been filed on SEDAR and will be available for review at www.sedar.com under Northern Frontier's profile. A copy of the early warning report can be obtained from the contact below.
About Black Diamond
Black Diamond rents and sells portable workforce accommodation and work space solutions to business customers in Canada, the United States and Australia. We also provide specialized field rentals to the oil and gas industries of Canada and the United States. In addition, we provide turnkey lodging services, as well as a host of related services that include transportation, installation, dismantling, repairs, maintenance and ancillary field equipment rentals. From twenty locations around the world, we serve multiple sectors including oil and gas, mining, power, construction, engineering, military, government and education.
SOURCE Black Diamond Group Limited
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