/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
CALGARY,
Nov. 27, 2013 /CNW/ - Northern
Frontier Corp. (TSX-V: FFF) (the "Corporation" or
"Northern Frontier") is pleased to announce that it
has entered into an agreement with a syndicate of underwriters led
by Acumen Capital Finance Partners Limited and including GMP
Securities L.P. (collectively, the "Underwriters"), which
have agreed to purchase, on a bought deal basis, 2,900,000 units
(the "Units") of the Corporation, comprised of one common
share of the Corporation ("Common Share") and one-half of
one warrant of the Corporation, at a price of $3.50 per Unit for aggregate gross proceeds of
$10,150,000 (the "Offering").
Each whole warrant (a "Warrant") will entitle the holder to
acquire one common share of the Corporation (a "Warrant
Share") at a price of $4.00 per
Warrant Share on or before March 27,
2015.
Northern Frontier has also granted the
Underwriters an option (the "Over-Allotment Option") to
purchase up to 435,000 additional Units exercisable on, or for a
period of 30 days following, the date of closing of the Offering to
cover over-allotments, if any.
The net proceeds of the Offering will be used by
the Corporation to:
- fulfill its customers' demand for the Corporation's services
through the purchase of additional equipment; and
- for general corporate purposes.
The Units will be offered by way of a short form
prospectus to be filed in Alberta,
British Columbia, Saskatchewan, Manitoba and Ontario and such other provinces and
territories (excluding Québec) as the Corporation and the
Underwriters may agree. Closing of the Offering is expected to
occur on or about December 17, 2013
and is subject to certain conditions including, but not limited to,
the receipt of all necessary approvals including the approval of
the TSX Venture Exchange.
Dividend Policy
Northern Frontier is also pleased to announce
that as part of the Corporation's long term strategy to maximize
shareholder value, the board of directors has approved the
implementation of a new quarterly dividend policy (the "Dividend
Policy") contingent upon the closing of the Offering.
Pursuant to the proposed Dividend Policy:
- Commencing in 2014, the Corporation intends to pay an annual
aggregate dividend of $0.26 per
Common Share, payable on a quarterly basis in arrears.
- The first quarterly dividend of $0.065 per Common Share is expected to be paid in
April 2014 to holders of record on
March 31, 2014.
- The Northern Frontier board of directors will review the
Dividend Policy on an ongoing basis, and may amend the policy at
any time in light of the Corporation's then current financial
position, profitability, cash flow, applicable legal requirements
and other factors considered relevant by the board of
directors.
Forward Looking Information
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", "intend", "plan", "anticipate",
"believe", "estimate", "predict", "potential", "continue", or the
negative of these terms or other comparable terminology. These
statements are made as of the date of this news release and the
Corporation does not undertake to publicly update these
forward-looking statements except in accordance with applicable
securities laws. These forward-looking statements include, among
other things:
- timing and completion of the Offering;
- anticipated use of net proceeds from the Offering;
- the receipt of regulatory and third party approvals;
- the implementation of the Dividend Policy upon completion of
the Offering;
- amendments to or termination of the Dividend Policy;
and
- the ability of the Corporation to pay dividends pursuant to
the Dividend Policy.
These statements are only predictions and are
based on 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,
the receipt of applicable regulatory and third party approvals and
the terms applicable thereto, availability of cash flow, debt
and/or equity sources to fund the Corporation's capital and
operating requirements, as needed, variability of future dividends
to be paid, general economic, market or business conditions, the
performance of the Corporation and the availability of funds for
future dividends. Although the Corporation believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
any future outcome and actual 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 the Offering, that the ultimate terms of the
Offering will differ from those that are currently contemplated,
that the Offering will not be successfully completed for any reason
(including the failure to obtain the required approvals from
regulatory authorities or third parties) and regulatory changes,
that the Dividend Policy will not be implemented or the amount of
any future dividends. There is no guarantee that the Corporation
will maintain the Dividend Policy and no assurances of any future
dividends. For more information on the Corporation, investors
should review the Corporation's continuous disclosure filings that
are available at www.sedar.com.
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.
SOURCE Northern Frontier Corp.