Northern Frontier Corp.

Northern Frontier Corp.

July 23, 2015 17:03 ET

Northern Frontier Corp. Responds to Clarke Inc. News Release

CALGARY, ALBERTA--(Marketwired - July 23, 2015) - Northern Frontier Corp. (TSX VENTURE:FFF) (the "Corporation" or "Northern Frontier") wishes to provide a response to the news release of Clarke Inc. ("Clarke") dated July 16, 2015 following the announcement by the Corporation of its agreement to acquire the construction services operation ("Construction Services") operated indirectly by Black Diamond Group Limited ("Black Diamond Group") (the "Transaction").

As stated in Clarke news release, the Transaction is an attractive and accretive acquisition for both Corporation and its shareholders. In addition, the Transaction offers the Corporation the opportunity to enter a complementary business, improve the Construction Business' performance due to an expansion of its customer base and improved utilization of its assets and provide additional work to the NEC and possibly Central Water divisions within Northern Frontier. Management and the board of directors of the Corporation agree with Clarke's assessment.

While Clarke believes that the Transaction is beneficial to Northern Frontier, it proposes a new mechanism to fund the acquisition, one that could increase its share position considerably and require a waiver of the shareholder approved rights plan. Management and the board of directors believes that, notwithstanding the suggested premium for its proposed share purchase, Clarke's proposal is not in the best interest of the Corporation or its shareholders for a number of reasons, including:

  1. The acquisition is being completed pursuant to the terms of a share purchase agreement dated July 15, 2015 (the "Definitive Agreement") between the Corporation and Black Diamond Limited Partnership (the "Vendor"), a subsidiary of Black Diamond Group. The Definitive Agreement is a binding contract with Black Diamond Limited Partnership and the Corporation is legally bound to complete the Transaction in accordance with the terms of the Definitive Agreement.

  2. Included as a principal term of the Definitive Agreement is the execution of a Master Services Agreement, which provides for a three year preferred supplier arrangement whereby the Corporation has a right of first offer to provide services in Western Canada to Black Diamond Group that were previously conducted internally by the Construction Services operation, subject to reasonable competitive pricing limitations. Management and the board of directors believe that the economic alignment provided by the issuance of shares to Black Diamond Group is integral to the Transaction and is in the best interests of the Corporation and its shareholders.

  3. Clarke's suggested subscription price does not contain a reasonable control purchase premium to warrant the creation of a new control person, nor does it warrant breaching the Definitive Agreement and imposing the requirement of a shareholder vote, significantly jeopardizing a very accretive and strategic deal.

As noted previously, completion of the Transaction is subject to the approval of the TSX Venture Exchange and the Corporation's lenders. The Transaction is anticipated to close on or about July 31, 2015.

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:

  • the expected closing of the Transaction;
  • the entering into a Master Services Agreement;
  • anticipated benefits of completing the Transaction; and
  • the diversification and 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 parties will not proceed with the Transaction; that the Transaction will not be successfully completed for any reason (including the failure to obtain the required approvals from regulatory authorities, including the TSX Venture Exchange, and/or the Corporation's lenders); 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.

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 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.

Contact Information

  • Northern Frontier Corp.
    Chris Yellowega
    President and Chief Executive Officer

    Northern Frontier Corp.
    Monty Balderston
    Executive Vice President and Chief Financial Officer

    Northern Frontier Corp.
    400, 435 - 4th Avenue SW
    Calgary, AB T2P 1H4