Grande West Transportation Group Inc.
TSX VENTURE : BUS

Grande West Transportation Group Inc.

November 23, 2015 15:59 ET

Grande West Announces Up to CDN$3,565,000 Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 23, 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 it has entered into an engagement letter with a syndicate of Agents, co-led by Salman Partners Inc. and Jones, Gable and Company Limited (the "Agents"), to sell, on a commercially reasonable efforts private placement basis, 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 (the "Offering").

Each Unit shall consist of one common share of the Company (a "Common Share") and a half of one non-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 Company has granted the Agents an over-allotment option to sell up to an additional 20% of Units (the "Additional Units") sold pursuant to the Offering at a price per Additional Unit equal to the Issue Price, exercisable in whole or in part, at any time on or prior to the closing date of the Offering. If this option is exercised in full, an additional $713,000 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $4,278,000.

The net proceeds from the Offering will be used primarily for sales and marketing activities of the Company's Vicinity buses, as well as for working capital and general corporate purposes. Fees and commissions will be payable in connection with the Offering.

Completion of the Offering is subject to a number of conditions, including the completion of due diligence by the Agent, 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.

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.

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. 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 to differ materially from Grande West's expectations include uncertainties relating to 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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