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Northern Frontier Corp. Announces Proposed Public Offering of Subscription Receipts and the Proposed Acquisition of the NEC

Northern Frontier Corp. Announces Proposed Public Offering of Subscription 
Receipts and the Proposed Acquisition of the NEC Group, an Industrial Energy 
Services Provider 
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION 
IN THE UNITED STATES/ 
CALGARY, April 23, 2013 /CNW/ - Northern Frontier Corp. (TSX-V: FFF.P) (the 
"Corporation" or "Northern Frontier") is pleased to announce that it has 
entered into a definitive arms-length share purchase agreement (the "Share 
Purchase Agreement") dated April 22, 2013 with 794522 Alberta Ltd. 
("Numberco"), NEC Contractors (2012) Inc. ("NEC" and together with Numberco, 
the "NEC Group") and the shareholders of the NEC Group, being The Kevin Benson 
Family Trust, The Albert and Colette Benson Family Trust, 1351600 Alberta 
Ltd., 1351601 Alberta Ltd., Kevin Benson and Colette Benson (collectively, the 
"NEC Shareholders") pursuant to which the Corporation through its wholly-owned 
subsidiary, 1739365 Alberta Ltd. (the "Purchaser"), will acquire all of the 
issued and outstanding shares of Numberco (the "Numberco Shares"). The 
Corporation has also entered into a definitive arms-length asset purchase 
agreement (the "Asset Purchase Agreement" and, collectively with the Share 
Purchase Agreement, the "Agreements") dated April 22, 2013 with CRC Open Camp 
& Catering Ltd. ("CRC"), which is owned by certain of the NEC Shareholders, 
pursuant to which the Purchaser will acquire certain assets (the "CRC 
Carve-out Assets") held by CRC and used in the NEC Group business (together 
with the transactions contemplated by the Share Purchase Agreement, the 
"Acquisition"). 
The NEC Group provides sustaining capital services to large industrial energy 
customers in the steam assisted gravity drainage ("SAGD") region of 
northeastern Alberta. The NEC Group's head office and shop is located in Lac 
La Biche, Alberta and its field location is in Conklin, Alberta which is 
central to the substantial industrial energy production developments in the 
vicinity. The business focuses on the ongoing demand for services to support 
operating facilities, sustaining capital expenditures to maintain production 
levels of those facilities and the development of new production capacity. 
The aggregate purchase price payable for the Acquisition is approximately 
$48.5 million, subject to adjustment (consisting of approximately $43.5 
million in cash and $5.0 million worth of common shares of the Corporation) 
plus an additional contingent payment of $2.0 million, as described in detail 
below - see "The Acquisition". The purchase price payable for the Acquisition 
was determined using a 3.8x multiple (3.9x including the contingent payment of 
$2.0 million) of the combined, pro forma adjusted earnings before interest, 
taxes, depreciation and amortization ("Adjusted EBITDA") of the NEC Group 
business (including the CRC Carve-out Assets) normalized for significant 
capital asset additions made by the NEC Group during fiscal 2012. Northern 
Frontier will acquire the combined operation with sufficient working capital 
to continue operations and on a cash-free, debt-free basis. Following 
completion of the Acquisition, the NEC Group entities will be wholly-owned 
subsidiaries of Northern Frontier (together, the "Resulting Issuer"). 
Concurrent with, and as a condition of, the Acquisition, the Corporation has 
engaged GMP Securities L.P. and Raymond James Ltd. as co-lead agents, together 
with Acumen Capital Finance Partners Limited and Cormark Securities Inc. (the 
"Agents") to complete a fully-marketed prospectus offering of subscription 
receipts (the "Subscription Receipts") for common shares of the Corporation 
("Common Shares") on a "commercially reasonable efforts" basis (the 
"Offering") at a price to be determined in the context of the market (the 
"Offering Price"). The net proceeds of the Offering will be used by the 
Corporation to fund a portion of the purchase price of the Acquisition. The 
Corporation expects to file a preliminary prospectus to qualify the 
distribution of the securities listed above on or about April 23, 2013. The 
preliminary prospectus is subject to completion and the receipt of applicable 
regulatory approvals. The Offering will be qualified in the provinces of 
Alberta, British Columbia, Saskatchewan, Manitoba and Ontario. The 
Corporation will provide subsequent public disclosure regarding the Offering 
on completion of marketing efforts. 
The Corporation has also agreed to grant the Agents an option (the 
"Over-Allotment Option") to purchase up to such number of additional 
Subscription Receipts and/or Common Shares (as applicable, depending on when 
exercised) as is equal to 15% of the number of Subscription Receipts sold 
under the Offering to cover over-allotments, if any, and for market 
stabilization purposes. The Over-Allotment Option shall be exercisable, in 
whole or in part, on the closing of the Offering and for a period of 30 days 
thereafter. 
The Corporation has also entered into a term sheet with a Canadian chartered 
bank with respect to a credit facility (the "Credit Facility"). The 
Corporation expects to establish the Credit Facility on or prior to the 
closing of the Acquisition. The Credit Facility is expected to consist of: 
(i) a $15.0 million committed revolving extendible credit facility; (ii) a 
$20.0 million committed revolving reducing extendible term loan; (iii) a 
treasury risk management facility subject to a limit of $1.0 million; and (iv) 
corporate MasterCard for up to $500,000. The term sheet with respect to the 
Credit Facility contains customary conditions precedent to the lender entering 
into the Credit Facility, including completion of the Offering. 
The Acquisition is subject to the approval of the TSX Venture Exchange (the 
"Exchange") and the policies of the Exchange relating to qualifying 
transactions. The Acquisition, when completed, will constitute the qualifying 
transaction of the Corporation pursuant to Policy 2.4 of the Exchange. 
About the NEC Group and the CRC Carve-out Assets 
The NEC Group provides sustaining capital services to large industrial energy 
customers in the SAGD region of northeastern Alberta. The NEC Group's head 
office and shop is located in Lac La Biche, Alberta and its field location is 
in Conklin, Alberta which is central to the substantial industrial energy 
production developments in the vicinity. The business focuses on the ongoing 
demand for services to support operating facilities, sustaining capital 
expenditures to maintain production levels of those facilities and the 
development of new production capacity. 
The NEC Group 
Numberco (formerly NEC Contractors Ltd.) is a private Alberta corporation 
formed on July 29, 1998. Numberco amended its articles on July 5, 2012 to 
change its name from NEC Contractors Ltd. to 794522 Alberta Ltd. NEC is a 
private Alberta corporation formed on December 23, 2011. NEC operates as a 
wholly-owned subsidiary of Numberco. 
Operations 
The NEC Group's services consist primarily of construction and maintenance of 
civil works for plant replacement and production sustaining projects. 
Large SAGD facilities and other industrial projects are often constructed in 
remote areas with limited access or local services. The owners and operators 
of such facilities and projects often sub-contract the construction of civil 
works to third party providers. The NEC Group builds site access roads and 
other engineered earthworks for sustaining capital works, maintenance 
operations and some initial development projects for SAGD facilities and other 
industrial facilities. Engineered earthworks projects typically require 
clearance, excavation, movement and placement of earth to construct plant 
sites, production pads, roads and corridors. The development of these 
structures then requires maintenance support services such as repair, gravel 
placement, water control, snow removal and other functions on a continuous 
basis, all of which the NEC Group provides. 
SAGD facilities, including those necessary to inject the steam into the 
reservoir and to recover the bitumen emulsion from the reservoir, are 
constructed on large production pads. The NEC Group provides sustaining 
capital projects for SAGD facilities, including the construction of initial 
and supplemental production pads and the associated roads and corridors 
necessary to operate such facilities. The ongoing demand for services and 
support to maintain production levels in the SAGD market is expected to grow 
with production levels. One of the key drivers of the ongoing maintenance 
market in the SAGD industry is the annual need for replacement production. 
Each production pad for a SAGD plant has multiple well pairs. These well pairs 
can produce bitumen from a finite area. Once the bitumen is removed and 
produced there is a need for a new production pad in order to continue bitumen 
extraction.Production pads are used to replace declining production and 
depleted zones and are required each year to support the SAGD facility's 
ongoing production. These projects proceed on a recurring basis for the life 
of the facility to supplement and replace declining production from previously 
constructed infrastructure. The NEC Group constructs approximately three 
production pads (replacement or supplemental) every year for each 35,000 bbl/d 
increment of its clients' operational capacity. 
In addition to activities in the Alberta Oilsands, the NEC Group provides 
similar construction and maintenance services in the civil infrastructure 
markets, including in support of the construction of powerlines, pipelines and 
other infrastructure projects. 
The NEC Group also provides water and sewage hauling services for local camp 
facilities. The NEC Group initially provided these services only to its own 
camp facilities, but found it profitable to extend them to other third party 
operated facilities. The NEC Group currently provides such services to one 
other local camp and management of the Corporation believes that there are 
additional growth opportunities in this area. 
Equipment 
The NEC Group operates approximately 120 pieces of heavy equipment, numerous 
pieces of support and service equipment and many light vehicles, some of which 
it currently rents from CRC on an exclusive basis. The NEC Group also rents 
from CRC a camp facility that has 136 beds, a kitchen and supporting equipment 
which are used for the operation of the camp. The Corporation will acquire 
all of these assets from CRC as part of the Acquisition. 
The categories for the NEC Group equipment and carrying values as at December 
31, 2012 are detailed in the following table (exclusive of the CRC Carve-out 
Assets) and are derived from the audited consolidated financial statements of 
the NEC Group for the year ended December 31, 2012. 
Net book value ($)                                    Dec 31, 2012 
                                                               
Automotive equipment                                     1,523,936 
Computer equipment                                             659 
Construction and excavating equipment                    4,327,828 
Furniture and fixtures                                      21,738 
Leasehold improvements                                      23,606 
Shop equipment                                             172,821 
Trailers                                                    50,988 
Automotive equipment under finance lease                   436,844 
Construction and excavating equipment under finance      9,428,633
lease 
                                                               
Total                                                   15,987,053 
Premises 
The NEC Group has two locations for its operations. In Lac La Biche, Alberta, 
NEC leases a six acre lot with a 12,000 square foot shop and a 6,400 square 
foot office from CRC pursuant to a rental agreement dated January 1, 2012 (the 
"Lac La Biche Lease"). In Conklin, Alberta, the NEC Group leases a 20 +/- acre 
lot with shop and laydown facilities from the Province of Alberta which it 
intends to acquire prior to the closing of the Acquisition and sub-leases from 
CRC a portion of a 20 acre parcel for its camp and associated infrastructure 
(the "Conklin Sub-Lease"). The parties to the Lac La Biche Lease and the 
Conklin Sub-Lease are not at arms' length. 
As part of the Acquisition, the Lac La Biche Lease and the Conklin Sub-Lease 
will be cancelled and replaced with new lease agreements on arm's length 
commercial terms. 
The Lac La Biche, Alberta facility supports the maintenance and care of the 
equipment assets, administrative functions and management. The facility has 
two bays for heavy equipment maintenance, one bay for truck and light vehicle 
maintenance, one warehouse and one welding shop. Miscellaneous storage 
facilities and fleet parking are also provided in Lac La Biche, Alberta. 
The Conklin, Alberta location provides field operations offices, shop and camp 
facilities, a fueling station, water and sewer base of operations and laydown 
yards for materials and equipment. 
CRC Carve-out Assets 
The CRC Carve-out Assets consist of approximately 22 pieces of heavy 
equipment, including rock trucks, excavators, dozers, loaders, graders and 
compaction equipment. In addition, the CRC Carve-out Assets include a 136 bed 
camp facility, including kitchen and supporting equipment which are used for 
the operation of the camp. NEC currently utilizes the CRC Carve-out Assets, 
on an exclusive basis, to operate its business, inclusive of the equipment and 
camp. Northern Frontier will acquire the equipment and camp, enter into a 
facility lease agreement and a land lease agreement with CRC concurrent with 
the closing of the purchase of the NEC Group. The CRC Carve-out Assets do 
not constitute a "business" for purposes of applicable securities legislation. 
The categories for the equipment and carrying values as at December 31, 2012 
are detailed in the following table and are derived from the audited schedule 
of CRC Carve-out Assets. 
Net book value ($)                      Dec 31, 2012 
                                                 
Construction and excavating equipment      2,403,216 
Portable accomodations                     1,691,801 
Furniture and fixtures                        52,829 


                                                    

Total                                      4,147,846

Benefits of the Acquisition

Northern Frontier has developed the strategic objective of creating an 
integrated resource maintenance, logistics and civil services business through 
a buy and build growth strategy. The acquisition of the NEC Group and the 
CRC Carve-out Assets provides a platform from which to execute this 
strategy. Specifically, management of Northern Frontier believes that the 
anticipated benefits and upside potential associated with the Acquisition 
include the following:

Established Market Position in the Oilsands

The NEC Group has been operating in the Lac La Biche, Alberta and Conklin, 
Alberta areas since 1998 and through its predecessors since 1978. Services 
provided by the NEC Group are well established in the market and the NEC Group 
has deep relationships with many of the SAGD operators in the area as the 
local services provider. This established market position would be difficult 
to replicate.

Barriers to Entry

The cold climate, remote location, challenging topography, shortages of 
skilled labour, stringent safety requirements of the major oil companies, 
large investment in fleets of equipment, connection to the local community, 
and established customer relationships, all combine to form strong barriers to 
entry for competitors of the NEC Group.

Skilled Labour is in Short Supply

The NEC Group's base in Lac La Biche and Conklin, Alberta provides it with a 
competitive advantage because it has been able to retain many of its current 
employees by providing accommodations and familiarity with the clients, 
residence and leadership. Advantages in recruiting from the local workforce 
are also present and the NEC Group expects to continue to recruit skilled 
labour from the local community in the future.

Demand for Civil Services, Maintenance Services and Logistics is Growing

The planned capital expenditures in the Oilsands over the next five years is 
estimated to be over $110 billion. (Source: ERCB June 2012, Supply/Demand 
outlook report). With the growing infrastructure base comes increased annual 
maintenance and operations support budgets in addition to development 
spending. Annual expenditures are estimated to grow from $17 billion in 2012 
to $32 billion in 2022 in the SAGD market alone. (Source: Canadian Energy 
Research Institute (Study No. 128, March 2012)).

Opportunity to Expand Outside of the Oilsands and Diversify Customer Base

With access to additional capital, management believes Northern Frontier will 
be able to expand the NEC Group business through additional acquisitions and 
geographic expansion. The NEC Group's existing fleet of equipment is highly 
utilized servicing its existing customers. Management believes with a larger 
fleet of equipment and new service offerings, the NEC Group will be able to 
access new industrial markets and gain new customers within its existing 
markets. Northern Frontier expects SAGD in the Alberta Oilsands region to be 
the highest growth area for industrial development in western Canada for the 
next five years.

Strong Board and Management Expertise

Northern Frontier's Board and proposed senior management have experience 
buying and building businesses similar to the NEC Group. The Board believes 
that the addition of Chris Yellowega, an experienced public company operating 
executive, and Monty Balderston, an experienced financial executive with 
public company experience, along with the current slate of directors, will 
help facilitate the growth strategy and enhance the NEC Group's existing 
operating management team. The experience and expertise of the NEC 
Shareholders will add to the strength of Northern Frontier's Board and the 
proposed management team as the NEC Shareholders will remain with Northern 
Frontier for periods of between one and three years after the closing of the 
Acquisition.

NEC Group Financial Summary

The following Exhibit 1.1 has been prepared by the NEC Group management and 
includes specific financial statement balances from the audited consolidated 
financial statements of Numberco for the twelve months ended December 31, 
2012, the five months ended December 31, 2011, the twelve months ended July 
31, 2011 and twelve months ended July 31, 2010 which were prepared in 
accordance with Canadian generally accepted accounting principles which are 
International Financial Reporting Standards ("IFRS") for the Corporation. The 
following financial information includes the accounts of both Numberco and NEC 
provided that NEC was incorporated on December 23, 2011, and financial 
statements prior to this date only represent the accounts of Numberco.
                              Exhibit 1.1                   
                                                            
                              Five Months                 
               Year Ended        Ended
               December 31,   December 31,   Year Ended    Year Ended
                                                July 31,    July 31,
     $Cdn.         2012           2011              2011      2010

Revenue          42,596,121     13,923,892    29,115,138    13,693,485

Gross profit      8,894,432      2,845,287     6,081,606     1,827,655

Net profit        1,637,169        715,075     1,906,860   (1,053,876)
(loss)

Total Assets     23,664,002     17,080,787    12,551,202     7,544,533

Total            20,830,085     15,884,039    12,069,529     8,969,740
Liabilities

The following Exhibit 1.2 has been prepared by Northern Frontier to provide 
additional disclosure of non-GAAP measures. The pro forma Adjusted EBITDA 
reflects combining the NEC Group and CRC Carve-out Assets for the respective 
periods presented. Adjusted EBITDA is more fully explained later in this news 
release, under the section titled "Non-GAAP Measures".
                              Exhibit 1.2                   
                                                            
                              Five Months                 
               Year Ended        Ended
               December 31,   December 31,   Year Ended    Year Ended
                                              July 31,      July 31,
     $Cdn.         2012           2011          2011          2010

Pro forma        11,161,367      3,165,627     7,516,219     2,688,776
Adjusted
EBITDA

% of revenue          26.2%          22.7%         25.8%         19.6%

The Acquisition

Under the Share Purchase Agreement, the Corporation and the Purchaser will 
acquire all of the issued and outstanding shares of Numberco on a cash-free, 
debt-free basis for an aggregate purchase price of approximately $32.7 
million, prior to giving effect to certain closing adjustments. The purchase 
price shall be paid to the NEC Shareholders through the issuance by the 
Corporation of $5.0 million of common shares in the capital of the Corporation 
at a deemed price per common share equal to the Offering Price, and the 
payment by the Purchaser of $27.7 million in cash (which amount includes the 
consideration payable upon the acquisition of certain real property which the 
NEC Group expects to purchase from the Province of Alberta prior to closing of 
the Acquisition and an expected post-closing purchase price adjustment of 
approximately $4.2 million). Furthermore, the NEC Shareholders will receive 
a contingent payment of $2.0 million in cash payable by the Purchaser if the 
NEC Group achieves an Adjusted EBITDA of $13.5 million for the 2013 financial 
year.

Under the Asset Purchase Agreement, the Purchaser will acquire the CRC 
Carve-out Assets for an aggregate purchase price of $15.8 million in cash 
(includes an expected post-closing purchase price adjustment of approximately 
$0.8 million).

The Agreements contain customary representations and warranties of each of 
Northern Frontier, the Purchaser, the NEC Shareholders and CRC. Pursuant to 
the Agreements, the parties have agreed, among other things, to use 
commercially reasonable efforts to complete the transactions contemplated by 
the Agreements, to advise each other of material changes and to maintain their 
respective businesses and not take certain actions outside the ordinary course 
of business.

The Agreements contain customary mutual conditions precedent as well as a 
number of additional conditions precedent in favour of each of Northern 
Frontier, the NEC Shareholders and CRC. The Acquisition will not be 
consummated unless all such conditions are satisfied or waived by the party or 
parties for whose benefit such conditions exist, to the extent they may be 
capable of waiver.

The maximum aggregate liability of the NEC Shareholders for indemnification 
obligations under the Share Purchase Agreement and of CRC under the Asset 
Purchase Agreement is limited to the $5.0 million of common shares of the 
Corporation issued as partial consideration for the Numberco Shares, other 
than with respect to losses incurred as a result of fraud or willful 
misconduct or non-fulfillment of any covenant, or as a result of any 
incorrectness in or breach of any fundamental representation. Such common 
shares represent the NEC Shareholders' (and CRC's) complete liability for any 
losses for which the Corporation and the Purchaser are entitled to recover 
under the Agreements.

The individual NEC Shareholders (being Colette Benson and Kevin Benson), along 
with Albert Benson, are all of the beneficial owners of both the NEC Group and 
CRC, and reside near Lac La Biche, Alberta. The non-individual NEC 
Shareholders are all legal entities incorporated or organized under the laws 
of the Province of Alberta and are controlled collectively by Colette, Kevin 
and Albert Benson.

Offering

Concurrent with, and as a condition to the obligations of the Corporation and 
the Purchaser to complete the Acquisition, the Corporation intends to complete 
the fully-marketed Offering of Subscription Receipts, and has engaged GMP 
Securities L.P. and Raymond James Ltd. as co-lead agents. The Subscription 
Receipts will be priced in the context of the market and each subscription 
receipt will entitle the holder thereof to receive, without payment of 
additional consideration, one common share of the Corporation upon the 
completion of the Acquisition. The Corporation has engaged the Agents and will 
pay the Agents a cash commission of 6% of the aggregate gross proceeds raised 
in connection with the Offering. The Corporation will also grant the Agents 
an Over-Allotment Option exercisable, in whole or in part, on the closing of 
the Offering and for a period of 30 days thereafter. The net proceeds of the 
Offering will be used to fund the Acquisition.

Conditions Precedent to Completion of the Acquisition

Completion of the Acquisition is subject to a number of conditions, including 
but not limited to:

(a)      the conditional acceptance of the Exchange;

(b)      the Corporation having raised proceeds in the Offering or
         otherwise obtained financing sufficient to satisfy the
         Corporation's and the Purchaser's respective obligations in
         respect of the Acquisition;

(c)      the absence of any material adverse effect with respect to the
         NEC Group, the CRC Carve-out Assets or the Corporation; and

(d)      other customary conditions to closing.

Share Capital of the Corporation

The Corporation currently has 918,533 common shares issued and outstanding.

Proposed Board of Directors and Management

After completion of the Acquisition, the proposed Board of Directors of the 
Resulting Issuer will be comprised of nine directors: Bradford N. Creswell, 
John R. Jacobs, Trevor Haynes, Darin R. Coutu, Edward J. Redmond, Don Basnett, 
Darrell R. Peterson, Rob Hunt and Chris R. Yellowega. All of the Proposed 
Directors are current directors of the Corporation with the exception of Chris 
R. Yellowega.

The proposed senior officers of the Resulting Issuer appointed by the Board of 
Directors following completion of the Acquisition will include Chris R. 
Yellowega as President and Chief Executive Officer and Monty R. Balderston as 
Executive Vice President, Chief Financial Officer and Corporate Secretary.

The following is a background of each of the proposed directors and officers 
of the Resulting Issuer.

Chris R. Yellowega - Proposed Director, President and Chief Executive Officer

Mr. Yellowega will be appointed as the President and Chief Executive Officer 
and a director at the closing of the Acquisition. Mr. Yellowega will fulfill 
his role as the President and Chief Executive Officer on a full-time basis. 
Mr. Yellowega is an experienced senior executive and Professional Engineer. 
He has 20 years of varied experience in engineering, operations, maintenance 
and senior management roles in the mining and energy industries. Mr. 
Yellowega brings a depth of experience in operating and service markets in the 
target business areas for Northern Frontier and has a strong business focus on 
strategy, execution and cost. From 2008 to 2012, Mr. Yellowega was Vice 
President, Construction and prior thereto Vice President, Operations with 
North American Energy Partners Inc. ("North American"), a provider of mining, 
heavy construction, industrial, piling and pipeline services in western 
Canada. North American is listed on the New York Stock Exchange ("NYSE") and 
the Toronto Stock Exchange ("TSX") under the trading symbol "NOA". From 2005 
to 2008, he was Vice President, Upstream with Synenco Energy Inc. ("Synenco"), 
a former Oilsands resource development company involved in the Northern Lights 
upstream mining and bitumen extraction project which was listed on the TSX. 
Synenco was acquired by Total SA in 2008. From 2000 to 2005, Mr. Yellowega 
was a senior manager with Shell's Oilsands group, involved with the Muskeg 
River Mine development for Albian Sands Energy Inc.

Mr. Yellowega graduated from the University of Alberta in 1993 with a Bachelor 
of Science degree in Mining Engineering.

Monty R. Balderston - Proposed Executive Vice President, Chief Financial 
Officer and Corporate Secretary

Mr. Balderston will be appointed as the Executive Vice President, Chief 
Financial Officer and Corporate Secretary at the closing of the Acquisition. 
Mr. Balderston will fulfill his role as Executive Vice President, Chief 
Financial Officer and Corporate Secretary on a full-time basis. Mr. 
Balderston is a Chartered Accountant with over 17 years of experience, 
including over 10 years in senior leadership roles with publicly traded 
companies. From June 2011 to April 2012, he acted as Chief Financial Officer 
of Silica North Resources Ltd., a privately held start-up company focused on 
developing deposits and supplying proppant (frac sand) to the oil and natural 
gas industry. From May 2003 to June 2011, Mr. Balderston held various senior 
financial roles including Chief Financial Officer from March 2008 to June 2011 
of Peak Energy Services Ltd. ("Peak"), a diversified energy services company 
providing drilling and production services to its customers in both the 
conventional and unconventional oil and natural gas industry in western Canada 
and the United States, as well as the Oilsands regions of western Canada. 
Peak was listed on the TSX until it was purchased by Clean Harbors Inc. in 
June 2011. From May 2000 to July 2002, he held senior financial roles with 
International Properties Group Ltd., a real estate company, which was listed 
on the TSX until late 2002. From September 1995 to April 2000, Mr. 
Balderston was with the accounting firm PricewaterhouseCoopers LLP and held 
various progressive finance related roles in both the audit and management 
consulting practices.

Mr. Balderston graduated from the Northern Alberta Institute of Technology 
with a Finance Diploma (with Honors) in 1991 and graduated from the University 
of Alberta with a Bachelor of Commerce degree (with Distinction) in 1995. He 
earned his Chartered Accounting designation in the Province of Alberta in 1998.

Bradford N. Creswell - Proposed Director

Mr. Creswell is the President and has been a director of the Corporation since 
October 2011. Mr. Creswell is a partner and co-founder of NCA Management LLC 
(formerly Northwest Capital Appreciation, Inc.) ("NCA"), a private equity firm 
which he co- founded in Seattle, Washington in 1992. In 2006, a limited 
liability partnership organized by NCA acquired NC Services Group Ltd. 
("NCSG"), an Edmonton, Alberta based crane and heavy haul company serving the 
refining, oil and natural gas and wind energy sectors in western Canada and 
the Northwestern United States.

Mr. Creswell currently serves on the board of directors of NCSG and is a 
member of the audit committee, and on the board of directors of Warwick & 
Kent Holdings Ltd., a private Alberta-based steel fabrication and industrial 
structures company serving the Western Canadian energy industry. Mr. 
Creswell previously has served on the board of directors and audit and 
compensation committees of numerous private companies, and was Chief Financial 
Officer of Carson Products Corporation, a public, global manufacturer and 
marketer of hair care products listed on the NYSE.

Prior to founding NCA, from 1986-1992, Mr. Creswell was a Vice President in 
the Corporate Finance and Investment Banking Group of Bankers Trust Company in 
New York.

Mr. Creswell earned a Bachelor of Arts degree in Business Administration from 
the University of Puget Sound in 1982. Mr. Creswell began his career as a 
Certified Public Accountant with Arthur Young & Company in Denver, Colorado. 
After practicing for three years he attended business school at The Amos Tuck 
School of Business at Dartmouth where he earned a Masters of Business 
Administration degree in 1987.

On closing of the Acquisition, Ms. Creswell will resign as an officer but will 
remain as a director of the Corporation.

John R. Jacobs - Proposed Director

Mr. Jacobs is the Chief Executive Officer and has been a director of the 
Corporation since October 2011. Mr. Jacobs is also a partner with NCA. At 
NCA, Mr. Jacobs is involved with the Corporation's organization activities and 
serves on the board of directors of NCSG. Mr. Jacobs is a member of the 
board of directors of Warwick & Kent Holdings Ltd., a private Alberta-based 
steel fabrication and industrial structures company serving the Western 
Canadian energy industry. Mr. Jacobs previously has served on the board of 
directors of numerous private companies, and was a board member and the chair 
of the compensation committee and member of the audit committee of Fuel 
Systems Solutions, Inc., a NASDAQ listed public company, between 2004 and 2007.

Prior to joining NCA, Mr. Jacobs spent 23 years in investment banking and 
commercial banking in New York and Seattle. For more than 15 years, Mr. 
Jacobs worked for Piper Jaffray & Co. ("Piper Jaffray"), a U.S. New York Stock 
Exchange publicly listed investment banking firm. For more than 10 years, 
Mr. Jacobs led Piper Jaffray's Seattle-based investment banking practice and 
founded the firm's global technology practice. Prior to joining Piper 
Jaffray, Mr. Jacobs worked for The Chase Manhattan bank in New York City where 
he worked with the commercial bank, as well as the investment bank.

Mr. Jacobs graduated with honors from Ohio Wesleyan University with a Bachelor 
of Arts degree in 1976 in addition to earning his Masters of International 
Management degree from the Thunderbird School of Global Management in 1981.

On closing of the Acquisition, Mr. Jacobs will resign as an officer but will 
remain as a director of the Corporation.

Trevor Haynes - Proposed Chairman and Director

Mr. Haynes is the Chairman and a director of the Corporation. From 2003 to 
present, Mr. Haynes has served as the President, Chief Executive Officer and a 
director of Black Diamond Group Limited, a modular building, remote lodging 
and energy services company headquartered in Calgary, Alberta listed on the 
TSX. From February 2007 to October 2009, Mr. Haynes was also a director of 
Aqueous Capital Corp., a former capital pool company listed on the TSXV. 
From January 2003 to May 2005, he was the President and Chief Executive 
Officer of Kettleby Investment Management, a private holding company involved 
in construction and real estate development. From February 1992 to December 
2002, he held various positions of increasing responsibility with ATCO 
Structures & Logistics Ltd., a company that at the time was primarily involved 
in modular structures and remote accomodations. Mr. Haynes is currently a 
director of NCSG, Petroleum Services Association of Canada and The Fig Tree 
Foundation.

Mr. Haynes graduated from the University of Toronto with a Bachelor of Arts 
degree in 1991.

Don Basnett - Proposed Director

Mr. Basnett is a director of the Corporation. Mr. Basnett has over 38 years 
of experience in providing electrical/instrumentation maintenance and 
construction services during his tenure as the President and Chief Executive 
Officer of Pyramid Corporation, a privately-owned company, offering products 
and services to companies in the petroleum, petrochemical, mining, wood 
products, agricultural and industrial sectors. Mr. Basnett currently serves 
as a member of the board of directors of NCSG and of Warwick & Kent Holdings 
Ltd., a private Alberta-based steel fabrication and industrial structures 
company serving the Western Canadian energy industry.

Darin R. Coutu - Proposed Director

Mr. Coutu is a director of the Corporation. Mr. Coutu is a chartered 
accountant with over 22 years experience, including nine years in senior 
leadership roles with publicly traded companies. Currently, Mr. Coutu is the 
Chief Financial Officer for NCSG, an Edmonton, Alberta-based crane and heavy 
haul company serving the refining, oil and natural gas and wind energy sectors 
in western Canada and the Northwestern United States. NCSG owns and operates 
Northern Crane, Mullen Crane & Transport and TransTech a heavy haul trucking 
company. From October 2007 to December 2010, Mr. Coutu acted as Chief 
Financial Officer of ZCL Composites Inc., a designer, manufacturer and 
supplier of cost-effective fiberglass tank systems to the petroleum industry, 
which trades on the TSX under the symbol "ZCL". From July 2005 to October 
2007, he served as the Chief Financial Officer of Rentcash Inc., a provider of 
alternative financial products and services. Mr. Coutu also held the 
position of Chief Accountant with Canadian Western Bank from January 2003 to 
July 2005 and was with the accounting firm of KPMG LLP from December 2000 to 
December 2002 as a Senior Principal with the firm.

Mr. Coutu graduated from the University of Alberta with a Bachelor of Commerce 
degree in 1989 and also earned his Chartered Accountant designation in the 
Province of Alberta in 1992. Mr. Coutu has also served as director of 
non-for-profit organizations, including Junior Achievement.

Rob Hunt - Proposed Director

Mr. Hunt is a director of the Corporation. Mr. Hunt is a retired business 
executive with over 33 years experience in management, senior leadership roles 
and strategy development with both private and public resource companies in 
Canada and the United States. He is currently a director of Northwestel, a 
wholly-owned subsidiary of Bell Canada. Mr. Hunt is also a director and 
chairman of Golconda Resources Ltd. and sits on a number of advisory boards 
for private companies. Prior to retiring at the end of 2008, Mr. Hunt was 
the President of Horizon North Logistics Inc., a remote resource development 
service company that provides workforce accommodation solutions, camp 
management and catering services, and road and access matting solutions. 
From 1988 to 2006, he was the Senior Vice President of Akita Drilling Ltd.

Darrell R. Peterson, Proposed Director

Mr. Peterson is a director of the Corporation. He is a Partner with Bennett 
Jones LLP, an international business law firm specializing in energy and 
corporate law. Mr. Peterson's practice is focused on corporate and 
securities law, with a specialization in mergers and acquisitions, corporate 
reorganizations and public and private financings. His practice involves 
acting for public and private issuers, private equity participants and 
institutional investors. He also advises issuers on the structuring and 
implementation of corporate governance practices.

Mr. Peterson has a Bachelor of Law degree from Queens University, a Master of 
Science and Bachelor of Science degrees from the University of Alberta, and an 
ICD.D designation from the Institute of Corporate Directors. He also serves 
as Corporate Secretary for several publicly listed issuers and as a director 
of a number of private companies.

Edward J. Redmond - Proposed Director

Mr. Redmond is a director of the Corporation. Mr. Redmond is the President 
and Chief Executive Officer and a director of NCSG, an Edmonton, Alberta-based 
crane and heavy haul company serving the refining, oil and natural gas and 
wind energy sectors in western Canada and the Northwestern United States. 
NCSG owns and operates Northern Crane, Mullen Crane & Transport and TransTech 
a heavy haul trucking company. Mr. Redmond has more than 25 years of 
operating, transactional and business advisory experience in the Crane, 
Transportation, Energy, and Utilities industries.

For the last 14 years, Mr. Redmond has held senior leadership roles including 
as the President, Chief Executive Officer, and Executive Vice President for a 
number of private and public organizations including: (i) Executive 
Vice-President of the Energy Products and Services Segment of McCoy 
Corporation, a company listed on the TSX that provides equipment and services 
to the upstream oil and natural gas industry, from November 2006 to August 
2010; (ii) investment banking partner specializing in turnaround management 
and sell-side mergers and acquisitions for Kirchner & Company, a private 
company focused on providing advice to the private equity owners of businesses 
looking to improve and/or sell the businesses they owned, from September 2004 
through November 2006; (iii) Chief Executive Officer of Lacent Technologies, a 
private company that designed, manufactured and sold laser cutting equipment 
for the automotive and garment industries, from March 2003 to September 2004 
taking the company through a sale process and selling to Lectra S.A. based in 
France; and (iv) President of Surface Engineered Products, a private company 
that designed and provided specialized coatings for petrochemical companies 
and other industries, from January 1997 through March 2003.

Mr. Redmond obtained a Master of Business Administration degree from the 
Stanford Business School in 1990, a Master of Science degree in Engineering 
from the University of Toronto in 1985 and a Bachelor of Science degree in 
Engineering from the University of Alberta in 1983.

Arm's Length Transaction

The Acquisition will be an arm's length transaction as none of the directors, 
officers or insiders of the Corporation own any securities of the NEC Group or 
CRC. The Acquisition will not be subject to approval of the shareholders of 
the Corporation.

Regulatory Matters

The Corporation will apply for an exemption from sponsorship requirements 
pursuant to Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements. 
There is no assurance, however, that it will obtain this exemption. Trading in 
the Common Shares will remain halted until such time as the Exchange has 
received the documentation required by Policy 2.4 - Capital Pool Companies.

Completion of the Acquisition is subject to a number of conditions including, 
but not limited to, Exchange acceptance and if applicable pursuant to Exchange 
Requirements, majority of the minority shareholder approval. Where applicable, 
the Acquisition cannot close until the required shareholder approval is 
obtained. There can be no assurance that the Acquisition will be completed as 
proposed or at all.

Investors are cautioned that, except as disclosed in the Prospectus of the 
Corporation, any information released or received with respect to the 
Acquisition may not be accurate or complete and should not be relied upon. 
Trading in the securities of a capital pool company should be considered 
highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the 
Acquisition and has neither approved nor disapproved the contents of this news 
release.

Non-GAAP Measures

Adjusted EBITDA

"Adjusted EBITDA" is defined as earnings before interest, taxes, depreciation 
and amortization and other specific expenses and exclusive of the charges paid 
to CRC for the rental of the CRC Carve-out Assets net of associated costs 
incurred by CRC related to these assets. Adjusted EBITDA is a supplemental 
non-GAAP financial measure that is not recognized under IFRS and does not have 
a standardized meaning prescribed by IFRS. Adjusted EBITDA should not be 
considered as an alternative to, or more meaningful than, net profit and 
comprehensive income or cash flows from operating activities as determined in 
accordance with IFRS or as an indicator of operating performance or 
liquidity. Management believes that Adjusted EBITDA is a useful supplemental 
measure as it provides an indication of the results generated by the principal 
business activities after considering CRC's related party relationship with 
the NEC Group and prior to consideration of how these activities are financed 
or how the results are taxed in various jurisdictions. The computations of 
Adjusted EBITDA may not be comparable to other similarly titled measures of 
other companies, and accordingly Adjusted EBITDA may not be comparable to 
measures used by other companies.

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", "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:
    --  completion of the Acquisition and the Offering;
    --  use of net proceeds from the Offering;
    --  completion of the Credit Facility as proposed or at all;
    --  anticipated benefits of completing the Acquisition and the
        Offering;
    --  terms and conditions of the Acquisition; and
    --  the description of the Resulting Issuer following completion of
        the Acquisition, including composition of management of the
        Resulting Issuer.

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, among other 
things, industry activity, marketability of the services of the NEC Group, 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 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 
Acquisition and the Offering, that the ultimate terms of the Acquisition and 
the Offering will differ from those that are currently contemplated, that the 
Acquisition and Offering will not be successfully completed for any reason 
(including the failure to obtain the required approvals from regulatory 
authorities) 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. 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.





For further information on Northern Frontier Corp., please contact:

Northern Frontier Corp. Bradford N. Creswell - President and Director Phone: 
(206) 689-5685 Fax: (206) 204-1710

SOURCE: Northern Frontier Corp.

To view this news release in HTML formatting, please use the following URL: 
http://www.newswire.ca/en/releases/archive/April2013/23/c7917.html

CO: Northern Frontier Corp.
ST: Alberta
NI: MNA NEWSTK 2575 WNEWS 

-0- Apr/23/2013 16:36 GMT


 
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