/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 Venture
Exchange.
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 Public Offering and the Private
Placement;
- anticipated use of net proceeds from the Public Offering and
the Private Placement; and
- 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.