FFF.P Northern Frontier Corp

CALGARY, Aug. 1, 2012 /CNW/ - Frontier Acquisition Corp. (TSX-V: FFF.P) (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").

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".

Notes:

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:

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"

SOURCE Frontier Acquisition Corp.