Grande West Transportation Group Inc.
TSX VENTURE : BUS

Grande West Transportation Group Inc.

December 10, 2015 13:36 ET

Grande West Announces Expanding Private Placement to Existing Shareholders

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 10, 2015) -

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

Grande West Transportation Group Inc. (TSX VENTURE:BUS) ("Grande West" or the "Company") is pleased to announce that it will allow its existing shareholders to participate in the brokered private placement announced by the Company in its news release dated November 23, 2015. Participation will be facilitated through an exemption contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions (the "Existing Shareholder Exemption"). The private placement consists of up to 5,750,000 units (each unit, a "Unit") at a price of $0.62 per Unit (the "Issue Price"), for aggregate gross proceeds to Grande West of up to $3,565,000 (up to 6,900,000 Units for aggregate gross proceeds of up to $4,278,000 if the over-allotment option is exercised in full) (the "Offering"). The Offering is being made by the Company through a syndicate of Agents co-led by Salman Partners Inc. and Jones, Gable and Company Limited (the "Agents").

Each Unit shall consist of one common share of the Company (a "Common Share") and a half of one transferable share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall then entitle the holder thereof to acquire one additional Common Share for a period of 24 months from the closing date of the Offering at an exercise price of $0.85. The Warrants will also contain an acceleration right in favour of the Company, if, following one year from the closing of the Offering, the closing price of the Company's commons shares is at least $1.15 for twenty consecutive trading days.

The Offering is available to all shareholders of the Company as at November 22, 2015 (the "Record Date") (and still are shareholders) who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.

There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: a) be a Grande West shareholder on the Record Date (and still are a shareholder), b) be purchasing the Units as a principal, i.e. for their own account and not for any other party, and c) may not purchase more than $15,000 value of securities from Grande West in any twelve month period. There is one exception to the $15,000 subscription limit. In the event that a subscriber wants to purchase more than $15,000 value of securities then they may do so provided they have first received 'suitability advice' from a registered investment dealer and, in this case, subscribers will be asked to confirm the registered investment dealer's identity and employer.

If the Offering is over-subscribed, it is possible that a shareholder's subscription may not be accepted by the Company even though it is received. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions management of the Company reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions. There is no minimum offering amount.

Completion of the Offering is subject to a number of conditions, including the completion of due diligence by the Agents, the negotiation and execution of definitive documentation and receipt of the approval of the TSX Venture Exchange (the "TSX-V") to list the Common Shares underlying the Units and the Warrants on the TSX-V. All securities issued pursuant to the Offering will be subject to a four month and one day hold period in accordance with applicable securities laws. Fees and commissions will be payable in connection with the Offering.

The Offering will be exempt from prospectus and registration requirements of applicable securities laws. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons 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 State in which such offer, solicitation or sale would be unlawful.

Use of Proceeds

The net proceeds received from the Offering after payment of commissions are intended to be used by the Company for the following purposes:

Purpose Assuming completion of Offering Assuming completion of Offering and over-allotment option
Sales and marketing activities of the Company's Vicinity buses in the United States of approximately (including demo buses) $1,265,000 $1,921,000
Altoona bus testing program in the United States of approximately $300,000 $300,000
Purchase order financing for the existing United States bus orders of approximately $1,315,000 $1,315,000
Pay payables of approximately $200,000 $200,000
General and administrative expenses and Offering issue costs of approximately $200,000 $200,000

If the Offering is not fully subscribed or the over-allotment option is not fully exercised, then management of the Company will determine the allocation of net proceeds amongst the above purposes in the best interests of the Company. There may be circumstances however, where, for sound business reasons, a reallocation of funds may be necessary.

How to Participate in the Private Placement

Any existing shareholders interested in participating in the Offering should contact Salman Partners Inc. at ama@salmanpartners.com.

About Grande West Transportation Group

Grande West is a Canadian bus manufacturer who designed, engineered and manufactures Vicinity buses. With little competition in the "mid-size" bus range, Grande West has set itself apart from others with the Vicinity bus - a heavy duty mid-size, true community transit bus now in operation in many municipalities across Canada.

The Vicinity is designed with affordability, accessibility and global responsibility in mind. It costs significantly less than a regular 40 foot transit bus, burns less fuel and emits less harmful emissions. It is a Smart Choice for Right Sizing your transit fleet.

Reader Advisory

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian securities legislation, which are based on certain assumptions and reflects management's current expectations. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the completion of the Offering and the use of proceeds from the Offering, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Important factors that could cause actual results or events to differ materially from Grande West's expectations include uncertainties relating to general global economic conditions; general industry and market conditions and growth rates; uncertainty as to whether our strategies and business plans will yield the expected benefits; increasing competition; availability and cost of capital; changes in laws and regulations, including codes and standards, intellectual property rights, and tax matters; the ability to negotiate the Offering on acceptable terms; timing of closing; the ability to satisfy conditions of the Offering; receipt of approval from the TSX-V; completion of the Offering; and other risk and uncertainties disclosed in Grande West's reports and documents filed with applicable securities regulatory authorities from time to time. Grande West's forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Grande West assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.

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