Northern Frontier Corp. Announces Acquisition of SL Oilfield Construction Ltd.

CALGARY, ALBERTA--(Marketwired - Sept. 1, 2015) - Northern Frontier Corp. (TSX VENTURE:FFF) (the "Corporation" or "Northern Frontier") is pleased to announce that it has agreed to acquire SL Oilfield Construction Ltd. ("SL Oilfield"), an oilfield construction service provider based in Whitecourt, Alberta. SL Oilfield's business is providing road and land preparation and reclamation services primarily for oil and natural gas drilling activity.

The acquisition is being completed pursuant to the terms and conditions of a share purchase agreement dated August 31, 2015 (the "Share Purchase Agreement"), whereby the Corporation has agreed to acquire all of the issued and outstanding shares of SL Oilfield inclusive of $4.8 million in net assets, effective September 1, 2015 (the "Acquisition"). Aggregate consideration is approximately $4.6 million, comprised of a cash payment of $0.7 million, the assumption of $3.4 million in net debt and the issuance of 877,193 common shares of the Corporation with an aggregate value of $0.5 million based on the 10 day trailing volume weighted average share price of $0.57. The Share Purchase Agreement also provides for a contingent earn-out payment to a maximum of $0.9 million payable on a sliding scale between $2.0 - $2.6 million of the 12 month forward EBITDA earned by SL Oilfield. The Share Purchase Agreement is subject to SL Oilfield receiving all of the necessary consents by its lenders, which is expected to occur on or about September 15, 2015.

The Corporation intends to sell a material portion of SL Oilfield's assets prior to September 30, 2015 with the net proceeds being used to reduce approximately $3.3 million of the debt assumed. The Acquisition is being completed for approximately 1.5 times SL Oilfield's fiscal 2015 EBITDA.

"This transaction is another positive step in our strategy to diversify our Civil division's operating region, customers and industry sectors that we provide services to," commented Chris Yellowega, President and CEO. Northern Frontier intends to redeploy existing assets to improve overall utility of its civil fleet. Monty Balderston, Executive Vice President and CFO added, "Although overall activity is down materially from the prior year, drilling rig activity in SL Oilfield's operating region is still active with approximately 44% of all drilling rigs in the WCSB operating within SL Oilfield's area of reach."