SOURCE: Distinct Infrastructure Group Inc.

Distinct Infrastructure Group Inc.

November 21, 2016 17:12 ET

Distinct Infrastructure Group Announces $10 Million Bought Deal Financing

TORONTO, ON--(Marketwired - November 21, 2016) - Distinct Infrastructure Group Inc. (TSX VENTURE: DUG) ("Distinct" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by AltaCorp Capital Inc. and Canaccord Genuity Corp. (the "Co-Lead Underwriters", and collectively with the syndicate, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, 7,407,408 common shares (the "Common Shares") of the Company at a price of $1.35 per Common Share (the "Offering Price") for aggregate gross proceeds to Distinct of approximately $10,000,000 (the "Offering").

The Company has agreed to grant the Underwriters an over-allotment option ("Over-Allotment Option") to purchase up to an additional 1,111,111 Common Shares at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering will be approximately $11,500,000.

Net proceeds of the Offering will be used for working capital to support continued organic growth, debt repayment and general corporate purposes.

The Common Shares will be offered by way of a short form prospectus to be filed in each of the provinces of Canada, other than the Province of Quebec and by way of a private placement in the United States. The Offering is expected to close on or about December 9, 2016 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 (the "Exchange").

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Distinct Infrastructure Group

Distinct Infrastructure Group Inc. is a turnkey solutions firm providing design, engineering, construction and maintenance services to telecommunication firms, utilities and government bodies. Distinct's full-service suite of offerings includes underground construction, aerial construction, inventory management, and technical services including fibre to the building and home. The Company's head offices are located in Toronto, Ontario, with additional offices in Edmonton, Alberta and Regina, Saskatchewan.

Forward Looking Statements

This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "anticipated", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Inspiration is subject to significant risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements contained in this release. Inspiration cannot assure investors that actual results will be consistent with these forward looking statements and Inspiration assumes no obligation to update or revise the forward looking statements contained in this release to reflect actual events or new circumstances.

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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

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