E Enterprise Group Inc

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES

Enterprise Group, Inc. (TSX:E) ("Enterprise" or the "Company") announces that,
further to the requirements of the Toronto Stock Exchange ("TSX") in connection
with the Company's proposed brokered private placement announced on April 25,
2013 (the "Offering"), the Company will be seeking written consent from a
majority of its shareholders to the terms of the Offering prior to closing.


A syndicate of agents led by M Partners Inc. and including, Lightwater Partners
Ltd. and Beacon Securities Limited (together the "Agents") will act as agents in
respect of the Offering of up to 12,500,000 common shares of the Company (the
"Common Shares"), subject to a 15% over-allotment option (up to an additional
1,875,000 Common Shares), for gross proceeds of up to $6,000,000 or up to
$6,900,000 if the over-allotment option is exercised in full. Each Common Share
will be issued at a price of $0.48. All securities issued in connection with the
Offering will be subject to a hold period of four months and one day from
closing.


The net proceeds of the Offering will be used for capital expenditures related
to Artic Therm International Ltd., acquisition and integration costs associated
with the transaction announced February 28, 2013 in the event of completion of
that transaction, and for general working capital purposes.


The closing of the Offering is subject to receipt by the Company of all
requisite regulatory approvals, including the approval of the TSX.


On closing, the Agents will receive a cash commission equal to 6% of the gross
proceeds of the Offering. In addition, the Company will issue to the Agents, on
closing, such number of warrants (the "Broker Warrants") as is equal to 6% of
the number of Common Shares sold pursuant to the Offering. Each Broker Warrant
will entitle the holder thereof to purchase one Common Share ("Broker Share") at
a price of $0.49 per share at any time prior to the date that is 12 months from
closing.


The TSX requires shareholder approval for the Offering as the number of Common
Shares and Broker Shares issuable pursuant to the Offering when aggregated with
those Common Shares issuable pursuant to a proposed offering of convertible
debentures by the Company as previously announced on March 26, 2013, is greater
than 25% of the number of Common Shares which will be outstanding, on a
non-diluted basis, prior to the date of closing of the Offering. The number of
Common Shares and Broker Shares (assuming the exercise, in full, of the
over-allotment option and the Broker Warrants) issuable pursuant to the Offering
represents up to 23% of the present number of listed Common Shares, which, when
added to the number of Common Shares issuable pursuant to the proposed offering
of convertible debentures of the Company, in the event of conversion of such
debentures at a price of $0.50 per Common Share during the proposed two year
term thereof, represents up to 42% of the present number of listed Common Shares
on a non-diluted basis.


The Offering will not materially affect control of the Company and no new
persons or entities will become holders of 10% of the outstanding Common Shares
as a result of the Offering. No insiders of the Company will participate in the
Offering.


About Enterprise Group, Inc.

Enterprise Group, Inc. is a consolidator of construction services companies
operating in the energy, utility and transportation infrastructure industries.
The Company's focus is primarily utility & infrastructure construction and
specialized equipment rental. The Company's strategy is to acquire complementary
service companies in Western Canada, consolidating capital, management and human
resources to support continued growth. Enterprise became a Western Canadian
leader in flameless heat technology in September 2012 with its acquisition of
Artic Therm International Ltd. and is poised to become a technological leader in
underground infrastructure construction upon closing of its pending
infrastructure construction acquisition.


The securities described herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "US Securities Act"),
or any state securities laws, and accordingly, may not be offered or sold within
the United States except in compliance with the registration requirements of the
U.S. Securities Act and applicable state securities requirements or pursuant to
exemptions therefrom. This press release does not constitute an offer to sell or
solicitation of an offer to buy any of the Company's securities in the United
States.


Forward-Looking Information

Certain statements contained in this news release constitute forward-looking
information. These statements relate to future events or the Company's future
performance. The use of any of the words "could", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify forward-looking
information and are based on the Company's current belief or assumptions as to
the outcome and timing of such future events. Actual future results may differ
materially. In particular, statements with respect to the completion of the
proposed transaction announced on February 28, 2013, shareholder approval with
respect to the Offering and the terms of the Offering. The Company's Annual
Information Form and other documents filed with securities regulatory
authorities (accessible through the SEDAR website www.sedar.com) describe the
risks, material assumptions and other factors that could influence actual
results and which are incorporated herein by reference. The Company disclaims
any intention or obligation to publicly update or revise any forward-looking
information, whether as a result of new information, future events or otherwise,
except as may be expressly required by applicable securities laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
First Canadian Capital Corp.
Daniel Boase
416-742-5600
DBoase@firstcanadiancapital.com
145 Front Street East
Toronto, ON. M5A 1E3


Enterprise Group, Inc.
Leonard D. Jaroszuk
President & CEO
780-418-4400
contact@EnterpriseGRP.ca


Enterprise Group, Inc.
Desmond O'Kell
Vice President
780-418-4400
contact@EnterpriseGRP.ca
www.EnterpriseGRP.ca

Enterprise (TSX:E)
Historical Stock Chart
From Mar 2025 to Apr 2025

Enterprise (TSX:E)
Historical Stock Chart
From Apr 2024 to Apr 2025