Northern Frontier Corp. acquires NEC Group and completes qualifying transaction

Northern Frontier Corp. completed the acquisition of all of the issued and outstanding shares of 794522 Alberta Ltd. and its wholly owned subsidiary, NEC Contractors (2012) Inc. (collectively, NEC Group), and certain assets of CRC Open Camp & Catering Ltd. used in the business of the NEC Group.

The acquisition constituted Northern Frontier's qualifying transaction for purposes of the TSX-V's rules regarding capital pool companies.

The aggregate purchase price payable by Northern Frontier in connection with the acquisition was approximately $55.7 million, comprised of $49.7 million in cash (including repayment of indebtedness), $5 million in common shares and warrants of Northern Frontier, and $1 million in a deferred cash payment. The cash portion of the purchase price of the acquisition was funded through a public offering of 5,231,950 subscription receipts for total gross proceeds of approximately $18.3 million, a credit facility having an aggregate principal amount of $43.5 million plus an additional $30 million pursuant to an accordion feature, and a subordinated credit facility having an aggregate principal amount of $12 million led by certain Canadian financial institutions.

On closing, $22.5 million was drawn from the credit facility and the subordinated credit facility to complete the acquisition.

The NEC Group provides sustaining capital services to large industrial energy customers in the steam assisted gravity drainage region of northeastern Alberta. 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.
Northern Frontier was represented by Bennett Jones LLP with a team of Darrell Peterson, Paul Barbeau, James McClary, Matt Olson, Drew Broughton and Adrienne Roy (securities and corporate), Scott Bodie (tax) and Murray Coleman and Jeremy Russell (banking). The NEC Group was represented by Norbert Broda and Zachary Lindop of Bishop & McKenzie LLP.

A team of Doug Stuve, Sabina Shah, Kris Miks and Farhiyah Shariff of Burstall Winger LLP represented the agents in the public offering led by GMP Securities L.P. and Raymond James Ltd. Scott Sangster and Nicole Morand of Dentons Canada LLP represented the lender, and Kevin Plowman and Andrea St. Bernard of McMillan LLP represented RBC Capital Partners.


Paul Barbeau Andrea St. Bernard Norbert P. Broda Darrell R. Peterson Kevin W. Plowman Scott Bodie Jeremy A.J. Russell Scott W. Sangster Sabina Shah Murray G. Coleman Matthew R. Olson Douglas M. Stuve


Bennett Jones LLP Bishop & McKenzie LLP DS Avocats (Canada) LLP Dentons Canada LLP McMillan LLP