Northern Frontier Corp. announces agreement to Acquire Central Water; Proposed Financing; Preliminary 2014 First Quarter Results and Conference Call Details

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[{"type":"text","content":"\n\n\n/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR\n DISSEMINATION ON TO UNITED STATES NEWS WIRE SERVICES/\n\n\nCALGARY, May 21, 2014 /CNW/ - Northern Frontier Corp. (TSX-V: FFF) (the\n \"Corporation\") today announced that it has agreed to acquire Central Water &\n Equipment Services Ltd. (\"Central Water\"), a leading logistics service provider in the bulk water and fluids\n transfer sector in western Canada.  Central Water's primary business is\n providing services for the bulk movement of water used in the testing\n of large infrastructure storage tanks and pipelines as well as\n dewatering and other services for industrial sites.\n\n\nThe acquisition is being completed pursuant to the terms and conditions\n of a share purchase agreement dated May 20, 2014 (the \"Share Purchase Agreement\") between the Corporation and Darcy Tofin, Paris Tofin and certain\n affiliated entities (collectively, the \"Vendors\").  The Share Purchase Agreement provides for the acquisition by the\n Corporation of all of the issued and outstanding shares of Central\n Water (the \"Acquisition\") in exchange for aggregate consideration of approximately $31.0\n million, subject to an adjustment for current year growth capital\n expenditures made by Central Water, currently estimated to be $0.3\n million, which is subject to change and will be finalized on closing\n (before giving effect to certain post-closing adjustments).  The\n consideration paid at closing of the Acquisition will consist of a cash\n payment of approximately $27.3 million and the issuance of\n approximately 1,129,944 common shares in the capital of the\n Corporation, with an aggregate value of approximately $4.0 million. \n The cash portion of the purchase price for the Acquisition will be\n funded through the completion of the Offering (as described below).\n\n\nCentral Water generated EBITDA (as defined below under the heading \"Advisories - Non-GAAP Measures\") of $8.5 million for the fiscal year ended January 2, 2014, resulting\n in an acquisition valuation multiple of approximately 3.7x trailing\n EBITDA.  The completion of the Acquisition is subject to certain\n conditions, including the completion of the Note Offering (as described\n below) and the approval of the TSX Venture Exchange. The Acquisition is\n expected to clo...

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