Noralta Lodge Ltd.

Noralta Lodge Ltd.

October 14, 2016 10:13 ET

Noralta Lodge Announces Cash Tender Offer for a Portion of Its Senior Secured Second Lien Notes Due 2019

EDMONTON, ALBERTA--(Marketwired - Oct. 14, 2016) - Noralta Lodge Ltd. (the "Company") today announced the commencement of a tender offer (the "Offer") to purchase for cash up to $56,500,000 aggregate principal amount (the "Maximum Tender Amount") of the Company's outstanding 7.50% Senior Secured Second Lien Notes due 2019 (the "Notes") from the holders thereof (the "Holders"). The Offer is being made by the Company pursuant to the Offer to Purchase dated October 14, 2016 (the "Offer to Purchase") and the related letter of transmittal (together with the Offer to Purchase, the "Offer Documents").

The Company also announced today that it has released the results for its fiscal quarter ended August 31, 2016, which are available on the Company's secure investor data site.

The following table summarizes the material pricing terms of the Offer:

Description of Notes CUSIP /
ISIN Nos.
Outstanding
Principal
Amount
Maximum
Tender
Amount
Tender
Consideration
(1)
7.50% Senior Secured Second Lien Notes Due 2019 CUSIP: 65541YAA2
ISIN: CA 65541YAA25
Cdn. $150,000,000 Cdn. $56,500,000 Cdn. $885
(1) Per Cdn. $1,000 principal amount of Notes tendered and accepted for purchase and excluding accrued and unpaid interest. Holders whose Notes are purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Settlement Date (as defined below).

The Offer will expire at 5:00 P.M., Toronto time, on October 27, 2016, unless extended or earlier terminated by the Company in its sole direction (such date and time, including as extended or earlier terminated, the "Expiration Time"). Any validly tendered Notes may be withdrawn from the Offer at any time prior to, but not after, the Expiration Time by following the withdrawal procedures set forth in the Offer to Purchase.

In order to be eligible to receive the Tender Consideration (as set forth in the table above), Holders must validly tender their Notes prior to the Expiration Time. Holders whose Notes are purchased in the Offer will also receive accrued and unpaid interest in respect of such Notes from the last interest payment date to, but not including, the settlement date for the Offer, which is expected to be on or about November 1, 2016 (the "Settlement Date").

If the aggregate principal amount of Notes validly tendered in the Offer exceeds the Maximum Tender Amount, then, subject to the terms and conditions of the Offer, the Company will accept Notes for purchase on a pro rata basis. The Company may increase the Maximum Tender Amount in its sole discretion, but is under no obligation to do so.

Completion of the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Offer to Purchase. The Offer is not, however, conditioned on any minimum participation by the Holders.

The Company has retained National Bank Financial Inc. to serve as its sole lead dealer manager (the "Sole Lead Manager") in connection with the Offer, along with HSBC Securities (Canada) Inc. (collectively with the Sole Lead Manager, the "Dealer Managers"). The Company has retained CST Trust Company to serve as depositary for the Offer (the "Depositary"). Any questions concerning the terms of the Offer may be directed to the Sole Lead Manager, Attention: Kevin Lind, by phone at (416) 869-8634 or by email to kevin.lind@nbc.ca. Questions and requests for assistance or for copies of the Offer Documents may be directed to the Depositary by phone (toll-free) at 1-800-387-0825 or by email to inquiries@canstockta.com. Copies of the Offer Documents are also available on the Company's secure investor data site at https://gctinvestorreporting.bnymellon.com.

None of the Company, its board of directors, National Bank Financial Inc., HSBC Securities (Canada) Inc. or CST Trust Company is making any recommendation to the Holders as to whether or not to tender all or any portion of their Notes. Holders must decide whether to tender their Notes, and if tendering, the amount of Notes to tender.

This announcement does not constitute an offer to purchase nor the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

About Noralta Lodge

Noralta Lodge is shifting the focus of the lodging industry towards wellness by demonstrating the importance of quality accommodations on the productivity, safety, retention, and attraction of employees. Through its full service open lodge accommodations, facilities management services, and turnkey solutions, Noralta Lodge is offering unmatched hospitality wherever you work. For more information, please visit Noralta Lodge's website at www.noraltalodge.com.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements. These forward-looking statements are often identified by the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions intended to identify forward-looking statements, and include statements regarding (i) the Company's ability to satisfy the conditions to the Offer and (ii) timing for completion of the Offer. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by applicable law.

Investor Data Site

Holders and beneficial owners of Notes were previously provided with information on how to access the "Noralta Website", on which our financial reports and the Offer Documents are posted. If you have encountered any technical difficulties, please contact either of the "Noralta Website" administrators listed below:

Denice Elleston, Client Service Manager, Corporate Trust Services - BNY Mellon

denice.elleston@bnymellon.com / 416-933-8531

Contact Information