/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, Nov. 27, 2013 /CNW/ - Northern Frontier Corp. (TSX-V: FFF) (the "Corporation" or "Northern Frontier") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Acumen Capital Finance Partners Limited and including GMP Securities L.P. (collectively, the "Underwriters"), which have agreed to purchase, on a bought deal basis, 2,900,000 units (the "Units") of the Corporation, comprised of one common share of the Corporation ("Common Share") and one-half of one warrant of the Corporation, at a price of $3.50 per Unit for aggregate gross proceeds of $10,150,000 (the "Offering"). Each whole warrant (a "Warrant") will entitle the holder to acquire one common share of the Corporation (a "Warrant Share") at a price of $4.00 per Warrant Share on or before March 27, 2015.
Northern Frontier has also granted the Underwriters an option (the "Over-Allotment Option") to purchase up to 435,000 additional Units exercisable on, or for a period of 30 days following, the date of closing of the Offering to cover over-allotments, if any.
The net proceeds of the Offering 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 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 Offering 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.
Northern Frontier is also pleased to announce that as part of the Corporation's long term strategy to maximize shareholder value, the board of directors has approved the implementation of a new quarterly dividend policy (the "Dividend Policy") contingent upon the closing of the Offering. Pursuant to the proposed Dividend Policy:
- Commencing in 2014, the Corporation intends to pay an annual aggregate dividend of $0.26 per Common Share, payable on a quarterly basis in arrears.
- The first quarterly dividend of $0.065 per Common Share is expected to be paid in April 2014 to holders of record on March 31, 2014.
- The Northern Frontier board of directors will review the Dividend Policy on an ongoing basis, and may amend the policy at any time in light of the Corporation's then current financial position, profitability, cash flow, applicable legal requirements and other factors considered relevant by the board of directors.
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 Offering;
- anticipated use of net proceeds from the Offering;
- the receipt of regulatory and third party approvals;
- the implementation of the Dividend Policy upon completion of the Offering;
- amendments to or termination of the Dividend Policy; and
- the ability of the Corporation to pay dividends pursuant to the Dividend Policy.
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, availability of cash flow, debt and/or equity sources to fund the Corporation's capital and operating requirements, as needed, variability of future dividends to be paid, general economic, market or business conditions, the performance of the Corporation and the availability of funds for future dividends. 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 the Offering, that the ultimate terms of the Offering will differ from those that are currently contemplated, that the 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, that the Dividend Policy will not be implemented or the amount of any future dividends. There is no guarantee that the Corporation will maintain the Dividend Policy and no assurances of any future dividends. 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: [email protected]
Monty Balderston - Executive Vice President and Chief Financial Officer
Phone: 587.350.7231 or 403.874.7408
Email: [email protected]