Northern Frontier Corp.
TSX VENTURE : FFF

Northern Frontier Corp.

September 01, 2015 20:31 ET

Northern Frontier Corp. Announces Acquisition of SL Oilfield Construction Ltd.

CALGARY, ALBERTA--(Marketwired - Sept. 1, 2015) - Northern Frontier Corp. (TSX VENTURE:FFF) (the "Corporation" or "Northern Frontier") is pleased to announce that it has agreed to acquire SL Oilfield Construction Ltd. ("SL Oilfield"), an oilfield construction service provider based in Whitecourt, Alberta. SL Oilfield's business is providing road and land preparation and reclamation services primarily for oil and natural gas drilling activity.

The acquisition is being completed pursuant to the terms and conditions of a share purchase agreement dated August 31, 2015 (the "Share Purchase Agreement"), whereby the Corporation has agreed to acquire all of the issued and outstanding shares of SL Oilfield inclusive of $4.8 million in net assets, effective September 1, 2015 (the "Acquisition"). Aggregate consideration is approximately $4.6 million, comprised of a cash payment of $0.7 million, the assumption of $3.4 million in net debt and the issuance of 877,193 common shares of the Corporation with an aggregate value of $0.5 million based on the 10 day trailing volume weighted average share price of $0.57. The Share Purchase Agreement also provides for a contingent earn-out payment to a maximum of $0.9 million payable on a sliding scale between $2.0 - $2.6 million of the 12 month forward EBITDA earned by SL Oilfield. The Share Purchase Agreement is subject to SL Oilfield receiving all of the necessary consents by its lenders, which is expected to occur on or about September 15, 2015.

The Corporation intends to sell a material portion of SL Oilfield's assets prior to September 30, 2015 with the net proceeds being used to reduce approximately $3.3 million of the debt assumed. The Acquisition is being completed for approximately 1.5 times SL Oilfield's fiscal 2015 EBITDA.

"This transaction is another positive step in our strategy to diversify our Civil division's operating region, customers and industry sectors that we provide services to," commented Chris Yellowega, President and CEO. Northern Frontier intends to redeploy existing assets to improve overall utility of its civil fleet. Monty Balderston, Executive Vice President and CFO added, "Although overall activity is down materially from the prior year, drilling rig activity in SL Oilfield's operating region is still active with approximately 44% of all drilling rigs in the WCSB operating within SL Oilfield's area of reach."

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, among other things, statements in respect of:

  • anticipated benefits of completing the Acquisition;
  • expectations of future financial performance of the Corporation; and
  • the expansion of the Corporation's operations.

These statements are only predictions and are based upon current expectations, estimates, projections and assumptions, which the Corporation believes are reasonable but which may prove to be incorrect and therefore such forward-looking statements should not be unduly relied upon. In making such forward-looking statements, assumptions have been made regarding, among other things, industry activity, the state of financial markets, business conditions, continued availability of capital and financing, future oil and natural gas prices and the ability of the Corporation to obtain necessary lender and regulatory approvals. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements.

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. These risks and uncertainties include the possibility that the Corporation's financial performance does not transpire as expected and regulatory changes. Investors are cautioned that forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The Corporation has no obligation to update any forward-looking statements set out in this news release, except as required by applicable law.

Non-GAAP Measures

Selected financial information set out above includes the following measures that are not recognized under International Financial Reporting Standards ("IFRS") and are non-generally accepted accounting principles ("non-GAAP") measures: EBITDA. This information should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2015 and 2014 and the Corporation's MD&A for the three and six months ended June 30, 2015 available under the Corporation's profile on SEDAR at www.sedar.com. Further information regarding these non-GAAP measures is contained in the Corporation's MD&A.

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, bulk water transfer logistic services and installs and dismantles remote workforce lodging and modular offices in western Canada.

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

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.

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