Frontier Acquisition Corp. Announces Proposed Qualifying Transaction Comprised of the Acquisition of the Tuccaro Group, an Oil

    




 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: [phone]Fax: [phone] 


    

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