Northern Frontier Corp.
TSX VENTURE : FFF

Northern Frontier Corp.

February 19, 2015 08:30 ET

Northern Frontier Adopts Shareholder Rights Plan

CALGARY, ALBERTA--(Marketwired - Feb. 19, 2015) - Northern Frontier Corp. (TSX VENTURE:FFF) (the "Corporation" or "Northern Frontier") today announced that at a regularly scheduled meeting its Board of Directors has adopted a shareholder rights plan (the "Rights Plan"). The Rights Plan will be submitted to shareholders of Northern Frontier ("Shareholders") at the next annual and special meeting of shareholders scheduled for June 3, 2015 (the "Meeting"). A copy of the agreement establishing the Rights Plan will be available by accessing the Corporation's profile on SEDAR at www.sedar.com.

The Rights Plan is similar to other shareholder rights plans adopted by Canadian publicly listed companies. The Rights Plan is intended to ensure that in the context of an unsolicited take-over proposal for the common shares of the Corporation, the Board of Directors has sufficient time to explore and develop strategic alternatives that are in the best interests of the Corporation. The Rights Plan also seeks to ensure the fair treatment of Shareholders and to provide them with adequate time to properly assess any potential take-over bid without undue pressure.

The Rights Plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of Northern Frontier. The Rights Plan is effective immediately although subject to acceptance by the TSX Venture Exchange and ratification by Shareholders at the Meeting.

The Board of Directors has authorized the issuance of one right in respect of each common share of the Corporation outstanding at the close of business on February 18, 2015 and each share issued thereafter. The rights will become exercisable if a person, together with its affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of common shares which, when aggregated with its current holdings, total 20 per cent or more of the outstanding common shares of the Corporation (determined in the manner set out in the Rights Plan). Following the acquisition of 20 per cent or more of the outstanding common shares, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase the common shares at a substantial discount to the market price of the common shares at that time.

The Board has the discretion to defer the time at which the rights become exercisable to a later date determined by the Board and to waive the application of the Rights Plan or redeem the rights if the Board determines it is in the best interests of the Corporation to do so.

The Rights Plan permits the acquisition of control of Northern Frontier through a "permitted bid", a "competing permitted bid" or a negotiated transaction. A permitted bid is one that, among other things, is made to all holders of common shares for all of their shares, is open for a minimum of 60 days and is subject to an irrevocable minimum tender condition of at least 50 per cent of the common shares held by independent Shareholders.

About Northern Frontier Corp.

Northern Frontier's strategic objective is to create a large industrial and environmental services business through a buy and build growth strategy. Currently, the Corporation provides civil construction and excavation services to the industrial industry, primarily in the in situ Oilsands region south of Fort McMurray, Alberta and bulk water and fluids transfer logistic services in western Canada.

The Corporation's common shares and common share purchase warrants are listed on the TSX Venture Exchange under the trading symbols "FFF", "FFF.WT" and "FFF.WT.A".

Reader Advisory

Forward-Looking Statements

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 forward-looking statements include statements in respect of the implementation of the Rights Plan.

In making such forward-looking statements, assumptions have been made regarding, among other things, whether the Rights Plan will receive the necessary Shareholder approval.

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. The Corporation has no obligation to update any forward-looking statements set out in this news release, except as required by applicable law.

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

Contact Information

  • Northern Frontier Corp.
    Chris Yellowega
    President and Chief Executive Officer
    587.350.7232
    cyellowega@nfcorp.ca

    Northern Frontier Corp.
    Monty Balderston
    Executive Vice President and Chief Financial Officer
    587.350.7231
    mbalderston@nfcorp.ca

    Northern Frontier Corp.
    400, 435 - 4th Avenue SW
    Calgary, AB T2P 3A8
    www.nfcorp.ca