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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.
Regulatory Matters
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.
Non-GAAP Measures
Adjusted EBITDA
"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 things:
- 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.