NORTHERN FRONTIER CORP. ("FFF") ("FFF.WT")
[formerly Northern Frontier Corp."FFF.P")]
BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New Symbol, Prospectus-Subscription Receipts/Unit Offering, New Listing-Warrants, Company Tier Reclassification
BULLETIN DATE: October 1, 2013
TSX Venture Tier 2 Company
Resume Trading
Effective at opening on Wednesday, October 2, 2013, the common shares of the Company will resume trading, an announcement having been made on September 27, 2013 in regards to the completion of its Qualifying Transaction, as set forth below.
Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its prospectus dated September 4, 2013 (the Prospectus). As a result, at the opening on Wednesday, October 2, 2013 the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction involves the arm's length acquisition (the Acquisition) from The Kevin Benson Family Trust, The Albert and Collette Benson Family Trust, 1351600 Alberta Ltd., 1351601 Alberta Ltd., Kevin Benson and Collette Benson (collectively, the Vendors) of:
(a) 794522 Alberta Ltd. (NumberCo) and NEC Contractors (2012) Inc. a wholly owned subsidiary of Numberco, (collectively, the NEC Group), and
(b) Certain assets (the CRC Carve-Out Assets) held by CRC Open Camp & Catering Ltd. (CRC), which are used in the business of the NEC Group.
The Acquisition is to be completed pursuant to a Share Purchase Agreement dated April 22, 2013, as amended, (the Share Purchase Agreement) entered into among the Company, a wholly owned subsidiary of the Company (the Purchaser), the NEC Group, and the Vendors, pursuant to which the Company and the Purchaser have agreed to acquire all of the outstanding shares of NumberCo. In addition, the Company and the Purchaser have entered into an asset purchase agreement dated April 22, 2013, as amended (the Asset Purchase Agreement) with CRC, which is owned by certain of the Vendors, pursuant to which, the Purchaser will acquire the Carve-Out Assets held by CRC.
The total consideration for the NEC Group and the CRC Carve-out Assets is about $55,660,135 prior to giving effect to certain closing adjustments (the Purchase Price), with $16,524,797 of the Purchase Price satisfied from the net proceeds of a Prospectus offering (the Offering) of subscription receipts of the Company, as described below, the issuance of $5,000,000 in deemed securities consideration, also as described below, $1,000,000 Vendor take back promissory note, and the balance payable through the draw down of a Credit Facility and a Subordinated Facility.
Under the Share Purchase Agreement, the Company and the Purchaser will acquire the NEC Group for approximately $41,450,718, prior to giving effect to certain closing adjustments. The purchase price will be payable to the Vendors through the issuance of 1,428,571 common shares at a deemed price of $3.50 per share and 714,286 warrants exercisable at $4.00 per share until March 27, 2015 for deemed securities consideration of $5,000,000, together with a payment by the Purchaser of $35,450,178 in cash. Furthermore, the Vendors will receive a deferred payment of $1,000,000 in cash payable by the Purchaser on March 31, 2014, without interest.
In addition, under the Asset Purchase Agreement, the Purchaser will acquire the CRC Carve-out Assets for an aggregate purchase price of approximately $14,978,846 in cash.
In conjunction with and as a condition of completion of the Acquisition, the Company carried out the Offering of 5,231,950 subscription receipts at a price of $3.50 per subscription receipt, for gross proceeds of $18,311,825.
Each subscription receipt entitles the holder to acquire one unit of the Resulting Issuer (the Unit), for no additional consideration, upon closing of the Acquisition. Each Unit consists of one common share and one-half of one share purchase warrant. Each whole warrant (the Warrant) entitles the holder to purchase one common share at a price of $4.00 per share for a period of 18 months after the closing date of the Acquisition. The Warrants are to be listed.
The Exchange has been advised that the above transactions have been completed.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
The Kevin Benson Family Trust Y 714,285
The Albert and Collette Benson Family Trust Y 714,286
In addition, the Exchange has accepted for filing the following:
Prospectus-Subscription Receipts/Unit Offering
Effective September 5, 2013 the Company's Prospectus dated September 4, 2013 was filed with and accepted by TSX Venture Exchange, and filed with and receipted by the Alberta, British Columbia, Saskatchewan, Manitoba, and Ontatrio Securities Commissions, pursuant to the provisions of the respective Securities Acts.
TSX Venture Exchange has been advised that closing occurred on September 12, 2013 for gross proceeds of $18,311,825.
Agents: GMP Securities L.P., Raymond James Ltd., Acumen Capital Finance Partners Limited, and Cormack Securities Inc.
Offering: 5,231,950 subscription receipts entitling the holder to acquire, for no additional consideration, 5,231,950 units. Each unit consisting of one common share and one-half warrant. Each whole warrant entitles to holder to purchase one share.
Subscription Receipt Price: $3.50 per subscription receipt
Warrant Exercise Price/Term: $4.00 per share to March 27, 2015.
Agents' Warrants: Nil
Greenshoe Option: The Agents may over-allot the subscription receipts in connection with this Offering and the Company has granted to the Agents, an option to purchase additional subscription receipts, up to 15% of the Offering, at $2,700,000 gross, up to the close of business on October 12, 2013.
New Listing-Warrants
Effective at the opening on Wednesday, October 2, 2013, the warrants of the Company will commence trading on TSX Venture Exchange.
Corporate Jurisdiction: Alberta
Capitalization: 3,330,261 warrants are issued and outstanding
Transfer Agent: Alliance Trust Company
Trading Symbol: FFF.WT
CUSIP Number: 665159 12 5
The warrants were issued pursuant to the Company's Prospectus dated September 4, 2013. Each whole warrant entitles the holder to purchase one common share at a price of $4.00 per share and will expire on Friday, March 27, 2015.
Company Tier Reclassification
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective on Wednesday, October 2, 2013, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1.
The Company is classified as a "support activities for mining and oil and natural gas extraction" company.
Capitalization: Unlimited common shares with no par value of which
7,579,054 common shares are issued and outstanding
Escrow: 1,692,237 A total of common shares will be subject to escrow, with 263,666 common shares remaining subject to a CPC Escrow Agreement, and 1,428,571 common shares that are subject to a voluntary escrow agreement, which shares are releaseable 18 months after closing.
Symbol: FFF (same symbol as CPC but with .P removed)
Company Contact: Monty Balderston, Executive Vice-President and Chief Financial Officer
Company Address: c/o 4500, 855-2nd Street S.W.
Calgary, Alberta T2P 4K7
Company Phone Number: 403-874-7408
Company Fax Number: 403-265-7219
Company Email Address: mbalderston@frontieracquisition.com
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