/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
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
timing and completion of the Public Offering and the Private Placement;
anticipated use of net proceeds from the Public Offering and the Private
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
Monty Balderston - Executive Vice President and Chief Financial Officer
Phone: 587.350.7231 or 403.874.7408