CALGARY, July 31, 2015 /CNW/ - Black Diamond Group Limited
("Black Diamond" or the "Company") (TSX: BDI), a leading provider
of workforce accommodation and modular workspace solutions,
announces that, in connection with the transaction described below,
Black Diamond's direct and
indirect wholly-owned subsidiary, Black Diamond Limited Partnership
(the "Partnership"), acquired ownership and control of 4,533,934
common shares (the "Northern Frontier Shares") in the capital of
Northern Frontier Corp. ("Northern Frontier") with a deemed value
of $0.54 per share, being the 10 day
volume weighted average price of the Northern Frontier Shares on
the date that was two business days prior, being the date of
execution of the Share Purchase Agreement (as defined below).
The 4,533,934 Northern Frontier Shares were acquired from the
treasury of Northern Frontier pursuant to the terms and conditions
of a share purchase agreement dated July 15,
2015 (the "Share Purchase Agreement") between the
Partnership and Northern Frontier, pursuant to which, Northern
Frontier acquired the construction services operation operated
indirectly by the Company for total consideration of $9.8 million (the "Disposition"). Consideration
for the Disposition includes Northern Frontier stock valued at
$2.4 million, $1.3 million in pre-paid rent for the lease of
land (upon completion of title transfer of such land to Northern
Frontier), a vendor take back loan of $7.4
million (decreased by the value of the lease upon its
execution) due October 31, 2018
bearing interest at 10% per annum paid quarterly, and a potential
earn out of up to $11.6 million which
could increase total consideration to $21.4
million based upon average annual revenues.
Following the completion of the Disposition, the Partnership
(including any "joint actors" of the Partnership) owns or exercises
control or direction over an aggregate of 4,533,934 Northern
Frontier Shares representing approximately 19.50% of the current
issued and outstanding Northern Frontier Shares (on a non-diluted
basis).
An early warning report has been filed on SEDAR and will be
available for review at www.sedar.com under Northern Frontier's
profile. A copy of the early warning report can be obtained from
the contact below.
About Black Diamond
Black Diamond rents and sells
portable workforce accommodation and work space solutions to
business customers in Canada,
the United States and
Australia. We also provide specialized field rentals to the
oil and gas industries of Canada
and the United States. In
addition, we provide turnkey lodging services, as well as a host of
related services that include transportation, installation,
dismantling, repairs, maintenance and ancillary field equipment
rentals. From twenty locations around the world, we serve multiple
sectors including oil and gas, mining, power, construction,
engineering, military, government and education.
SOURCE Black Diamond Group Limited