Grande West Transportation Group Inc.
TSX VENTURE : BUS

Grande West Transportation Group Inc.

March 12, 2015 14:14 ET

Grande West Closes Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 12, 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 has closed, subject to TSX Venture Exchange (the "TSX-V") final approval, its brokered private placement ("Private Placement") originally announced on January 26, 2015 and amended by news release on February 16, 2015.

Grande West raised a total of $2,678,750 comprised of equity units and unsecured convertible notes. The founders, insiders and close associates of the Company participated for $1,037,250 in the Private Placement. A total of 6,315,000 equity units of the Company (the "Units") at a price of $0.25 per Unit were issued for total proceeds of $1,578,750. Unsecured convertible notes (the "Notes") in the aggregate principal amount of $1,100,000 (the "Notes") were issued.

Each Unit consists 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 allows the holder of the Unit to acquire one additional Common Share until March 12, 2018 at an exercise price of $0.40.

Each Note is convertible into Common Shares at the option of the holder at the conversion price of $0.33 per Common Share. The Notes will mature on March 12, 2020 (the "Maturity Date") and pay interest at a fixed rate of 8% per annum from the closing date of the offering, payable quarterly in arrears from the date of issue to the Maturity Date.

The net proceeds from the Private Placement will be used to fund the operations of the Company, strengthen the balance sheet and fund other working capital needs.

Pursuant to the agency agreement dated March 12, 2015, Euro Pacific Canada, Inc. acted as lead agent in the Private Placement. In connection with closing the Private Placement, agent's commission of $152,512.50 and agent's options (the "Agent's Option") to purchase 614,040 Units ("Agent's Units") were paid to arm's length agents. Each Agent's Option is exercisable until March 12, 2018 at an exercise price of $0.40 per Unit. Each Agent's Unit consists of one common share of the Company and one-half of one non-transferable share purchase warrant (each whole warrant, an "Agent's Warrant"). Each Agent's Warrant is exercisable on the same terms as the Warrants underlying the Units.

The Private Placement is exempt from prospectus and registration requirements of applicable securities laws. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States or to "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S Securities Act ("U.S. Persons"), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.

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, emits less harmful emissions, has lower maintenance costs and is considerably more durable than cut-away buses which are based on a truck chassis.

In a large and unsaturated market segment, Grande West is poised to capture sales growth from both the replacement of cut-away buses and the right sizing of larger buses in transit fleets across Canada and the United States.

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 use of proceeds from the Private Placement, 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 receipt of final approval from the TSX-V; 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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