Frontier Acquisition Corp.
TSX VENTURE : FFF.P

Frontier Acquisition Corp.

September 13, 2012 09:09 ET

Frontier Acquisition Corp. Announces Filing of Preliminary Prospectus

CALGARY, ALBERTA--(Marketwire - Sept. 13, 2012) -

NOT FOR DISEMINATION IN THE UNITED STATES OR FOR RELEASE TO THE UNITED STATES NEWS WIRE SERVICES

Frontier Acquisition Corp. (TSX VENTURE:FFF.P) (the "Corporation" or "Frontier") is pleased to announce that it has filed its long form preliminary prospectus in respect of its offering of subscription receipts for minimum gross proceeds of $90 million (the "Offering") with the security commissions in all of the provinces of Canada, except Quebec. The net proceeds of the Offering will be used to fund the Corporation's proposed qualifying transaction (the "Transaction"), whereby Frontier will acquire all of the issued and outstanding shares of Tuccaro Inc., Tuc's Contracting Ltd., Water Pure and Simple (Fort McMurray) Ltd., Neegan Development Corporation and Neegan Technical Services Ltd. (the "Tuccaro Group"), as previously announced on August 1, 2012 as well as for ongoing working capital and general corporate purposes. The Preliminary Prospectus can be viewed at www.sedar.com.

A syndicate of agents, lead by Raymond James Ltd. and including CIBC World Markets Inc., GMP Securities L.P., Acumen Capital Finance Partners Limited and Stifel Nicolaus Canada Inc. (collectively, the "Agents") have agreed to offer subscription receipts for sale on a "commercially reasonable efforts" basis at a price of $0.45 per subscription receipt.

The Transaction is subject to the approval of the TSX Venture Exchange (the "Exchange") and the policies of the Exchange relating to qualifying transactions. The Transaction, when completed, will constitute the qualifying transaction of the Corporation pursuant to Policy 2.4 of the Exchange (the "CPC Policy"). The Corporation was listed on the Exchange as a capital pool company on February 13, 2012 and its principal business is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses with a view to completing a qualifying transaction. In its pursuit of a qualifying transaction, Frontier has developed a strategic objective to create a large resource maintenance and essential services business through a buy and build growth strategy. The Tuccaro Group will provide the platform to execute on this growth strategy.

About the Corporation

The Corporation is a capital pool company within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. On closing of the Transaction the board of directors of the Corporation will consist of John R. Jacobs, Bradford N. Creswell, Trevor Haynes, Darin R. Coutu, Edward J. Redmond, Don Basnett, Rob Hunt, Darrell R. Peterson, David Tuccaro and Chris R. Yellowega. Furthermore, the officers will be Chris R. Yellowega, Monty R. Balderston and Craig Jenkins. Except as specifically contemplated in the CPC Policy, until the completion of its qualifying transaction, the Corporation will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

Trading in the common shares will remain halted until completion of the Transaction.

Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the prospectus and the filing statement of the Corporation, to be subsequently filed, any information released or received with respect to the Transaction 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.

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 Transaction and the Offering;
  • terms and conditions of the Transaction; and
  • composition of management and board of directors of the Corporation following completion of the Transaction.

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 products of the Tuccaro 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 Transaction and the Offering, that the ultimate terms of the Transaction and the Offering will differ from those that are currently contemplated, that the Transaction 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 and the Corporation's website at www.frontieracquisition.com.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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