CALGARY, Aug. 1, 2012 /CNW/ - Frontier Acquisition Corp. (the
"Corporation" or "Frontier") is pleased to announce that on August
1, 2012 it entered into a definitive arms-length agreement (the
"Agreement") with Tuccaro Inc. ("Tuccaro"), Neegan Development
Corporation Ltd. ("Neegan Development"), Tuc's Contracting Ltd.
("Tuc"), Neegan Technical Services Ltd. ("Neegan Technical") and
Water Pure & Simple (Fort McMurray) Ltd. ("WPS" and together
with Tuccaro, Neegan Development, Tuc and Neegan Technical, the
"Tuccaro Group") and David Tuccaro, the sole shareholder of each of
the Tuccaro Group entities, pursuant to which the Corporation will
acquire all of the issued and outstanding shares of the Tuccaro
Group entities (the "Transaction"). The Tuccaro Group carries on
maintenance, repair and operating industrial services businesses in
support of the oil sands industry in and around Fort McMurray,
Alberta. Pursuant to the Agreement, the Corporation will acquire
all of the issued and outstanding shares of the Tuccaro Group for
an aggregate purchase price of $102,356,000, subject to adjustment,
payable by the Corporation through the issuance of $20,471,200 of
common shares in the capital of the Corporation at the Offering
Price (as defined below) and approximately $81,884,800 in cash. The
purchase price was determined using a 5x multiple of the combined,
Adjusted EBITDA of the Tuccaro Group. In addition, Frontier will
acquire the combined operation with sufficient working capital to
continue operations and on a debt free basis. Following completion
of the Transaction, each of the Tuccaro Group entities will become
wholly-owned subsidiaries of Frontier (together, the "Resulting
Issuer"). Concurrent with, and as a condition of, the Transaction,
the Corporation intends to complete a brokered prospectus offering
of subscription receipts on a "commercially reasonable efforts"
basis for aggregate gross proceeds of approximately $90,000,000
(the "Offering"). The Transaction is subject to the approval of the
TSX Venture Exchange (the "Exchange") and the policies of the
Exchange relating to qualifying transactions, as well as
shareholder approval of the Tuccaro Group. The Transaction, when
completed, will constitute the qualifying transaction of the
Corporation pursuant to Policy 2.4 of the Exchange. About the
Tuccaro Group The Tuccaro Group is comprised of five companies
providing services and maintenance to oil sand companies in and
around Fort McMurray, Alberta. The Tuccaro Group commenced
operations within the Fort McMurray region in 1991 with David
Tuccaro's purchase of Neegan Development, an energy services
company in operation since 1985. Since then, Dave Tuccaro has
expanded the group to include Tuc in 1994, Neegan Technical in 1997
and the acquisition of WPS in 2004. Tuccaro Inc. Tuccaro is a
private company incorporated pursuant to the laws of Alberta
operating in and around Fort McMurray, Alberta whose primary
business is providing corporate services to the Tuccaro
Group. These services include human resources, bidding and
proposal preparation, regulatory compliance, safety and information
technology. Financial services to the Tuccaro Group are provided by
a related party, Tuccaro Trust, an entity which is not part of the
Transaction. Six staff members of the Tuccaro Trust are
expected to transfer to Tuccaro upon close of the Transaction. It
is anticipated that Tuccaro will have eleven employees on closing
of the Transaction. Neegan Development Corporation Ltd. Neegan
Development is an energy services company incorporated pursuant to
the laws of Alberta and operating in and around Fort McMurray,
Alberta whose primary business is providing equipment and services
to oil sands companies, including but not limited to heavy hauling,
earthworks construction and fuel and lubricant distribution
services. Neegan Development provides oil sands mine
maintenance and earthworks services such as repairing haul roads,
overburden removal, drainage and ditching, raking, rejects
handling, and mine support to both dewatering and tailings.
These services are continual requirements for oil sands mine sites
and are critical to maintain and improve operational
efficiency. Neegan Development also specializes in delivering
fuel and lubricant services to both operating oil sands mines and
mines under development. The fuel and lubricant services
include mobile delivery and transport of products required for many
of the large and small pieces of equipment working in a mine.
Fuelling and lubrication services are considered essential
operating and maintenance mining services. Neegan Development
has approximately 168 employees. Tuc's Contracting Ltd. Tuc is an
energy services company incorporated pursuant to the laws of
Alberta operating in and around Fort McMurray, Alberta whose
primary business is providing equipment and support services to oil
sands companies and service providers operating in Alberta,
including but not limited to the transportation of potable water
and liquid waste. Tuc primarily services projects at oil
sands mine sites and camps that support mine development or
operations. The camps and facilities on oil sands mine sites
require potable water for use in showering, washing and drinking
and Tuc provides this water in bulk transport. Loading at the
municipality of Fort McMurray, Tuc transports and offloads the
water to the camps or facilities onsite. Tuc also removes
gray water and sewage from the same facilities, which is then taken
to municipal treatment facilities and offloaded. Tuc has
approximately 102 employees. Neegan Technical Services Ltd. Neegan
Technical is an energy services company incorporated pursuant to
the laws of Alberta operating in and around Fort McMurray, Alberta
whose primary business is providing services to oil sands companies
operating in Alberta, including but not limited to providing
laboratory and geological core analysis management services and
technical staffing to the oil sands industry. Neegan
Technical currently has one primary contract with Syncrude Canada
Ltd. to provide technical staffing to support its coring and
sampling programs onsite. Neegan Technical has approximately
45 employees. Water Pure & Simple (Fort McMurray) Ltd. WPS is
an energy services company incorporated pursuant to the laws of
Alberta operating in and around Fort McMurray, Alberta whose
primary business is providing specialized services to oil sands
companies operating in Alberta, including water delivery, food,
beverages and dispensing equipment and other consumables to camps
that support oil sands mine development or operations. WPS
has approximately 25 employees. Facilities The Tuccaro Group
operates primarily from two locations within the Fort McMurray
region. Neegan Development subleases property from Syncrude Canada
Ltd. onsite where its administration, maintenance and coordination
is carried out and the remaining businesses are supported from
established infrastructure at the Gregoire Industrial Park.
Neegan Development owns buildings on the property including an
automotive quonset, welding shop, heavy duty equipment repair shop,
central administration complex, parts/employee facility and dry
storage. The remaining businesses within the Tuccaro Group
are located in Fort McMurray, Alberta on a 4.27 acre site. This
site, leased at current market rates, includes two separate
buildings with 25,702 square feet in the original building and
40,000 square feet in the more recent addition. These
buildings are the operations and administrative headquarters for
Tuc, Neegan Technical and WPS. Equipment The Tuccaro Group's
combined operations own and operate approximately 58 pieces of
heavy equipment, including heavy haulers, loaders, excavators,
dozers, graders, backhoes, semi-trucks, trailers and ancillary
equipment to support operations. The Tuccaro Group also owns
approximately 115 pieces of equipment used in transporting potable
water, vacuum truck services and supporting operations. The
equipment includes automotive vehicles, semi-tractors, vacuum
trucks, vacuum pumps, water trailers, water trucks and other
supporting equipment. Strategic Benefits of the Transaction
Frontier's strategic vision is to acquire and subsequently grow
successful established operations that are focused on providing
maintenance, repair and operations services to plants, mines and
energy infrastructure in Western and Northern Canada. The Tuccaro
Group provides a strong platform to commence the execution of this
strategic vision. More specifically, the Corporation believes this
transaction will provide: -- the platform and access to capital to
grow the operation of the Tuccaro Group and expand to provide
support services to other remote operations in Canada and abroad;
-- a more competitive cost of capital and improved financing
flexibility to better compete for larger and higher quality growth
opportunities; -- the strategic unification of a strong and
experienced board of directors with an operational management team
with an established market presence in the oil sands services
industry; -- the operational critical mass to capitalize on the
growing demand for maintenance, repair and operations services in
the oil sands industry; and -- the operational critical mass to
expand maintenance, repair and operations services into parallel
industries such as the mining industry. Tuccaro Group Financial
Summary The following Exhibit 1.1 has been prepared by the Tuccaro
Group management, and includes specific financial statement
balances from the audited financial statements for the years ended
August 31, 2010 and August 31, 2011, as well as the unaudited
interim financial statements for the nine-month period ended May
31, 2012, which were prepared in accordance with International
Financial Reporting Standards ("IFRS"). Exhibit 1.1 $ Cdn Nine
Months Ended Year Ended Year Ended May 31, 2012 August 31, 2011
August 31, 2010 Revenue $60,166,937 $79,030,940 $70,795,573 Net
Income $3,070,646 $68,455 $367,091 Total Assets $51,549,401
$68,273,814 $63,693,080 Total Liabilities $44,738,592 $64,533,651
$60,021,372 The following Exhibit 1.2 has been prepared by the
Tuccaro Group management to provide additional disclosure of Non-
IFRS measures. These measures are more fully explained later in
this press release, under the section titled "Non-IFRS Measures".
Exhibit 1.2 Nine Months Ended Year Ended Year Ended May 31, 2012
August 31, 2011 August 31, 2010 Adjusted EBITDA 1 $14,373,298
$21,786,608 $19,138,818 Total Adjusted Assets 2 $41,076,208
$39,613,926 $43,506,259 Total Adjusted Liabilities 3 $5,005,392
$4,167,228 $4,235,485 Notes: (1) Adjusted EBITDA is
comprised of Net Income (loss) plus interest expense, income tax
expense, depreciation and amortization and losses on sale of assets
less interest income, income tax recoveries and gains on sale of
assets plus non-recurring expenses and bonus expenses paid to the
shareholder. (2) Total Adjusted Assets is comprised of total assets
less cash and cash equivalents and advances to related parties. (3)
Total Adjusted Liabilities is comprised of total liabilities less
income taxes payable, bonuses payable, debt and interest payable to
third parties, notes and interest payable to related parties,
advances from related parties and advances from the shareholder.
The Transaction Pursuant to the terms of the Agreement, the
Corporation has agreed, among other things, to acquire all of the
issued and outstanding shares of the Tuccaro Group for an aggregate
purchase price of $102,356,000, subject to adjustment, payable by
the Corporation by the issuance of $20,471,200 of common shares in
the capital of the Corporation and $81,884,800 in cash, following
which each of the Tuccaro Group entities will become wholly-owned
subsidiaries of the Resulting Issuer. The Agreement contains
certain customary representations and warranties of each of
Frontier and the Tuccaro Group. Pursuant to the Agreement, the
parties have agreed to advise each other of material changes and
have covenanted, among other things, until the completion of the
Transaction, to maintain their respective businesses and not take
certain actions outside the ordinary course. Further, the parties
have agreed to use their commercially reasonable efforts to obtain
all regulatory and other consents, waivers and approvals required
for the consummation of the Transaction. In addition, the Agreement
contains a number of mutual conditions precedent in addition to
conditions precedent to the obligations of Frontier and the Tuccaro
Group thereunder. Unless all of 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 Transaction
will not proceed. The Corporation paid a deposit of $25,000 on
April 11, 2012 to the Tuccaro Group and an additional deposit of
$100,000 will be deposited with counsel for the Tuccaro Group upon
receipt of TSXV approval for such deposit, to be held in an
interest bearing trust account, upon entering into the Agreement.
The deposits shall be deducted from the purchase price upon
completion of the Transaction. The sole shareholder of the Tuccaro
Group is David Tuccaro, resident on the Westbank First Nation
Reserve, near Kelowna, British Columbia who owns all of the issued
and outstanding shares of each of the Tuccaro Group entities.
Offering Concurrent with, and as a condition of the Transaction,
the Corporation intends to complete the Offering for aggregate
gross proceeds of approximately $90,000,000. The subscription
receipts will be priced in the context of the market (the "Offering
Price") 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
Transaction. The Corporation has engaged Raymond James Ltd.
as lead agent and will pay a cash commission of 6% of the aggregate
gross proceeds raised in connection with the Offering. The net
proceeds of the Offering will be used to fund a portion of the
Transaction and for ongoing working capital and general corporate
purposes. A further news release will be subsequently filed in
respect of the Offering. Conditions Precedent to Completion of the
Transaction Completion of the Transaction is subject to a number of
conditions, including but not limited to: (a) approval of the
Transaction by the shareholder of the Tuccaro Group; (b) approval
of the Offering by the Exchange; (c) the acceptance of the
Transaction for filing by the Exchange; (d) completion of the
Offering; and (e) the receipt of all necessary regulatory, court,
and third party consents, orders (if any, both interim and final),
approvals and authorizations as may be required, in respect of the
Transaction and the operation of the Resulting Issuer thereafter.
Share Capital of the Corporation The Corporation currently has
13,778,001 common shares issued and outstanding. Proposed Board of
Directors and Management After completion of the Transaction, 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 David Tuccaro. All of the
Proposed Directors, other than Dave Tuccaro, are current directors
of the Corporation. Dave Tuccaro will be Tuccaro Group's
representative following completion of the Transaction. The
proposed senior officers of the Resulting Issuer appointed by the
Board of Directors following completion of the Transaction will
include Bradford N. Creswell as President, John R. Jacobs as Chief
Executive Officer, Lisa M. Mortell as Chief Financial Officer and
Corporate Secretary and Craig Jenkins as Vice President Operations.
The Corporation is actively searching for complementary senior
officers to be hired prior to or concurrent with closing of the
Transaction. The following is a background of each of the proposed
directors and officers of the Resulting Issuer. Bradford N.
Creswell - Proposed President and Director, Age 52 Mr. Creswell is
the President and a director of the Corporation. Mr. Creswell is a
partner and co-founder of NCA Management LLC (formerly Northwest
Capital Appreciation, Inc.) ("NCA"), a private equity firm which
was founded in Seattle, Washington in 1992. In 2006, a
limited liability partnership organized by NCA acquired NC Services
Group ("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. Mr. Creswell has experience
serving on boards of directors of private companies and also
currently serves on the board of directors and audit committee of
Frontier Packaging LLC, another investment of NCA, and served as
Chief Financial Officer of Carson Products Corporation, a global
manufacturer and marketer of ethnic hair care products. 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. 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. John R. Jacobs - Proposed Chief
Executive Officer and Director, Age 58 Mr. Jacobs is the Chief
Executive Officer and a director of the Corporation. Mr. Jacobs is
also a partner with NCA. NCA is a private equity firm. At NCA, Mr.
Jacobs is involved with the company's organization activities and
serves on the board of directors of NCSG of Edmonton Alberta, a
crane and heavy haul company. Mr. Jacobs is also on the board
of directors of Frontier Packaging LLC, a Seattle based packaging
company servicing the Alaskan fishing industry. Mr. Jacobs
was also 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 publically 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. Lisa M. Mortell -
Proposed Chief Financial Officer and Corporate Secretary, Age 45
Ms. Mortell is the Chief Financial Officer and Corporate Secretary
of the Corporation. Ms. Mortell is also a Controller with NCA. From
October 2006 to April 2007 Ms. Mortell was with the professional
services firm, Two Degrees, LLC as an accountant. From November
2005 to June 2006, Ms. Mortell was a Controller with Fox Insurance
Agency. From October 2003 to November 2005, she was a Controller
with Fischer Properties, Inc., a privately-owned company
specializing in the ownership, development and management of
large-scale residential, office and industrial properties
throughout the United States. Ms. Mortell graduated from Central
Washington University with a Bachelor of Science degree in Business
Administration in 1988. Trevor Haynes - Proposed Chairman and
Director, Age 45 Mr. Haynes is the Chairman and a director of the
Corporation. Mr. Haynes is 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. From February 2007 to October 2009, Mr. Haynes
was also a director of Aqueous Capital Corp., a former capital pool
company listed on the TSX Venture Exchange. 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 was the Director of International Sales and
Division Management at ATCO Structures & Logistics Ltd., a
company involved in various industries including but not limited to
acoustic consulting, airfield and airport operations, camp services
and accommodations, gas turbine systems and industrial noise
control. Mr. Haynes is currently a director of NCSG, Petroleum
Services Association of Canada (PSAC) and The Fig Tree Foundation.
Mr. Haynes graduated from the University of Toronto with a Bachelor
of Arts degree in 1991. Darin R. Coutu - Proposed Director, Age
46 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, a private equity backed, crane and heavy haul
company serving the refining, oil and natural gas and wind energy
sectors in Western Canada and the Northwestern United States. 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 Toronto Stock Exchange 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. Edward J. Redmond - Proposed Director, Age 50 Mr.
Redmond is a director of the Corporation. Mr. Redmond is the
President and Chief Executive Officer and a director of NCSG, a
private equity backed, 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: Executive Vice-President of the Energy Products and
Services Segment of McCoy Corporation, a company listed on the
Toronto Stock Exchange that provides equipment and services to the
upstream oil and natural gas industry, from November 2006 to August
2010, 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, 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 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 has a
Master of Business Administration degree from the Stanford Business
School, a Master of Science degree in Engineering from the
University of Toronto and a Bachelor of Science degree in
Engineering from the University of Alberta. Darrell R. Peterson,
Proposed Director, Age 48 Mr. Peterson is a current 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 has also serves as Corporate Secretary for
several publicly listed issuers and as a director of a number of
private companies. Don Basnett - Proposed Director, Age 57 Mr.
Basnett is a director of the Corporation. Mr. Basnett has over 18
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 is currently
a director of NCSG. Rob Hunt - Proposed Director, Age 62 Mr. Hunt
is a director of the Corporation. Mr. Hunt is a retired business
executive with over 32 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. Prior to retiring at the end of 2008, Mr. Hunt was
the President of Horizon North Logistics Inc. From 1991 to 2005, he
was the Senior Vice President of Akita Drilling Ltd. David Tuccaro
- Proposed Director, Age 54 Mr. Tuccaro is the sole director and
officer of each of the Tuccaro Group entities. Mr. Tuccaro
will be appointed as a director of the Corporation upon completion
of the Transaction. From 1991 to the present, Mr. Tuccaro served as
the President and Chief Executive Officer of the Tuccaro Group,
providing energy services supporting the growth and maintenance of
the Alberta oil sands in the area of Fort McMurray, Alberta.
In 1990, Mr. Tuccaro was the General Manager of Neegan Development
prior to purchasing the business in 1991. Mr. Tuccaro was appointed
as President of Tuccaro and Neegan Development in 1993 and was
appointed the President of Neegan Technical and Tuc in 2003.
Since October 2004 Mr. Tuccaro has been the President of WPS. Craig
Jenkins - Proposed VP Operations, Age 39 Mr. Jenkins will be
appointed Vice President of Operations at the closing of the
Transaction. Mr. Jenkins is currently the Corporate Manager
for Tuccaro Inc., the corporate services entity within the Tuccaro
Group of companies. Mr Jenkins is an 18 year employee of the
Tuccaro Group in a variety of leadership roles that has seen
dramatic growth in the company. Mr. Jenkins has been involved
in the general stewardship of the Tuccaro Group supporting all
facets of the business including but not limited to collective
agreement negotiation, strategic planning, organizational
effectiveness, and bid & proposal support. Prior to his
work with the Tuccaro Group, Mr. Jenkins graduated with a Bachelor
of Laws degree (with Honors) from the University of Glamorgan in
1994. Prior to completing his law degree, Mr. Jenkins was
employed within the civil construction industry. Arm's Length
Transaction The Transaction will be an arm's length transaction as
none of the directors, officers or insiders of the Corporation own
any securities of the Tuccaro Group. 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 TSXV has received the
documentation required by Policy 2.4 - Capital Pool Companies.
Completion of the Transaction is subject to a number of conditions
including, but not limited to, Exchange acceptance. Where
applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance
that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing
Statement of the Corporation, any information released or received
with respect to the Transaction 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
proposed transaction and has neither approved nor disapproved the
contents of this press release. Non-IFRS Measures Adjusted EBITDA
Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation and
Amortization) is a supplemental non-IFRS 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 income or cash
flows from operating activities as determined in accordance with
IFRS or as an indicator of operating performance or
liquidity. Certain items included in Adjusted EBITDA are
significant components in understanding and assessing an entity's
financial performance, such as an entity's cost of capital and tax
structure, as well as the historical costs of depreciable assets,
none of which are components of Adjusted EBITDA. The Tuccaro
Group's 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. However, management of the Tuccaro Group believes that
Adjusted EBITDA is a useful supplemental measure, in addition to
net income, as it provides an indication of the results generated
by the Tuccaro Group's principle business activities prior to the
consideration of how these activities are financed or how the
results are taxed in various jurisdictions. Total Adjusted Assets
Total Adjusted Assets is a supplemental non-IFRS financial measure
that is not recognized under IFRS and does not have a standardized
meaning prescribed by IFRS. Total Adjusted Assets is
presented herein to provide information on the assets of the
Tuccaro Group that are anticipated to be included in the
Transaction. The Tuccaro Group's computation of Total
Adjusted Assets may not be comparable to other similarly titled
measures of other companies, and accordingly Total Adjusted Assets
may not be comparable to measures used by other companies. Total
Adjusted Liabilities Total Adjusted Liabilities is a supplemental
non-IFRS financial measure that is not recognized under IFRS and
does not have a standardized meaning prescribed by IFRS.
Total Adjusted Liabilities is presented herein to provide
information on the Tuccaro Group liabilities that are anticipated
to be included in the Transaction. The Tuccaro Group's
computation of Total Adjusted Liabilities may not be comparable to
other similarly titled measures of other companies, and accordingly
Total Adjusted Liabilities may not be comparable to measures used
by other companies. Forward Looking Information This press 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 press 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 Transaction and the Offering; -- use of net
proceeds from the Offering; -- anticipated benefits of completing
the Transaction and the Offering; -- terms and conditions of the
Transaction; and -- the description of the Resulting Issuer
following completion of the Transaction, 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 products of the Tuccaro 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
Transaction and the Offering, that the ultimate terms of the
Transaction and the Offering will differ from those that are
currently contemplated, that the Transaction 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.
On behalf of the Board of Directors of Frontier Acquisition Corp.
(signed) "Bradford Creswell" Frontier Acquisition Corp. CONTACT:
Frontier Acquisition Corp.Bradford N. Creswell - President and
DirectorPhone: (206) 689-5685Fax: (206) 204-1710
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Northern Frontier Corp (TSXV:FFF.P)
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