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Northern Frontier Corp. Announces Proposed Public Offering of Subscription Receipts and the Proposed Acquisition of the NEC Group, an Industrial Energy Services Provider

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article55 North Mining Inc.April 23, 20133/company/55-north-mining-inc/news/northern-frontier-corp-announces-proposed-public-offering-of-subscription-receipts-and-the-proposed-acquisition-of-the-nec-group-an-industrial-energy-services-provider
Northern Frontier Corp. Announces Proposed Public Offering of Subscription Receipts and the Proposed Acquisition of the NEC Group, an Industrial Energy Services Provider

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[{"type":"text","content":"\n\n\n\n\n\n/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR\n DISSEMINATION IN THE UNITED STATES/\n\n\nCALGARY, April 23, 2013 /CNW/ - Northern Frontier Corp. (TSX-V: FFF.P)\n (the \"Corporation\" or \"Northern Frontier\") is pleased to announce that it has entered into a definitive\n 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\n Trust, The Albert and Colette Benson Family Trust, 1351600 Alberta\n Ltd., 1351601 Alberta Ltd., Kevin Benson and Colette Benson\n (collectively, the \"NEC Shareholders\") pursuant to which the Corporation through its wholly-owned\n subsidiary, 1739365 Alberta Ltd. (the \"Purchaser\"), will acquire all of the issued and outstanding shares of Numberco\n (the \"Numberco Shares\"). The Corporation has also entered into a definitive arms-length asset\n 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\n the Purchaser will acquire certain assets (the \"CRC Carve-out Assets\") held by CRC and used in the NEC Group business (together with the\n transactions contemplated by the Share Purchase Agreement, the \"Acquisition\").\n\n\nThe NEC Group provides sustaining capital services to large industrial\n energy customers in the steam assisted gravity drainage (\"SAGD\") region of northeastern Alberta.  The NEC Group's head office and shop\n is located in Lac La Biche, Alberta and its field location is in\n Conklin, Alberta which is central to the substantial industrial energy\n production developments in the vicinity.  The business focuses on the\n ongoing demand for services to support operating facilities, sustaining\n capital expenditures to maintain production levels of those facilities\n and the development of new production capacity.\n\n\nThe aggregate purchase price payable for the Acquisition is\n approximately $48.5 million, subject to adjustment (consisting of\n approximately $43.5 million in cash and $5.0 million worth of commo...

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