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FFF.P Northern Frontier Corp

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Delayed by 15 minutes
Share Name Share Symbol Market Type
Northern Frontier Corp TSXV:FFF.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Frontier Acquisition Corp. Announces Filing of Preliminary Prospectus

13/09/2012 2:09pm

Marketwired Canada


NOT FOR DISEMINATION IN THE UNITED STATES OR FOR RELEASE TO THE UNITED STATES
NEWS WIRE SERVICES 


Frontier Acquisition Corp. (TSX VENTURE:FFF.P) (the "Corporation" or "Frontier")
is pleased to announce that it has filed its long form preliminary prospectus in
respect of its offering of subscription receipts for minimum gross proceeds of
$90 million (the "Offering") with the security commissions in all of the
provinces of Canada, except Quebec. The net proceeds of the Offering will be
used to fund the Corporation's proposed qualifying transaction (the
"Transaction"), whereby Frontier will acquire all of the issued and outstanding
shares of Tuccaro Inc., Tuc's Contracting Ltd., Water Pure and Simple (Fort
McMurray) Ltd., Neegan Development Corporation and Neegan Technical Services
Ltd. (the "Tuccaro Group"), as previously announced on August 1, 2012 as well as
for ongoing working capital and general corporate purposes. The Preliminary
Prospectus can be viewed at www.sedar.com. 


A syndicate of agents, lead by Raymond James Ltd. and including CIBC World
Markets Inc., GMP Securities L.P., Acumen Capital Finance Partners Limited and
Stifel Nicolaus Canada Inc. (collectively, the "Agents") have agreed to offer
subscription receipts for sale on a "commercially reasonable efforts" basis at a
price of $0.45 per subscription receipt. 


The Transaction is subject to the approval of the TSX Venture Exchange (the
"Exchange") and the policies of the Exchange relating to qualifying
transactions. The Transaction, when completed, will constitute the qualifying
transaction of the Corporation pursuant to Policy 2.4 of the Exchange (the "CPC
Policy"). The Corporation was listed on the Exchange as a capital pool company
on February 13, 2012 and its principal business is to identify and evaluate
opportunities for the acquisition of an interest in assets or businesses with a
view to completing a qualifying transaction. In its pursuit of a qualifying
transaction, Frontier has developed a strategic objective to create a large
resource maintenance and essential services business through a buy and build
growth strategy. The Tuccaro Group will provide the platform to execute on this
growth strategy. 


About the Corporation 

The Corporation is a capital pool company within the meaning of the policies of
the Exchange that has not commenced commercial operations and has no assets
other than cash. On closing of the Transaction the board of directors of the
Corporation will consist of John R. Jacobs, Bradford N. Creswell, Trevor Haynes,
Darin R. Coutu, Edward J. Redmond, Don Basnett, Rob Hunt, Darrell R. Peterson,
David Tuccaro and Chris R. Yellowega. Furthermore, the officers will be Chris R.
Yellowega, Monty R. Balderston and Craig Jenkins. Except as specifically
contemplated in the CPC Policy, until the completion of its qualifying
transaction, the Corporation will not carry on business, other than the
identification and evaluation of companies, business or assets with a view to
completing a proposed qualifying transaction. 


Trading in the common shares will remain halted until completion of the
Transaction. 


Completion of the Transaction is subject to a number of conditions including,
but not limited to, Exchange acceptance. 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 prospectus and the
filing statement of the Corporation, to be subsequently filed, 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. 


Forward Looking Information

This news 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 news
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; 
--  terms and conditions of the Transaction; and 
--  composition of management and board of directors of the Corporation
    following completion of the Transaction. 



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 and the
Corporation's website at www.frontieracquisition.com.


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