ST. ALBERT, ALBERTA--(Marketwired - April 25, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES.
Enterprise Group, Inc. ("Enterprise" or the "Company") (TSX:E) announces that it has entered into an agreement with a syndicate of agents lead by M Partners Inc., and including Beacon Securities Inc. (together the "Agents"), to act as agents in respect of a best efforts private placement offering of up to 12,500,000 common shares of the Company (the "Common Shares") for gross proceeds of up to $6,000,000 (the "Offering"). Each common share will be issued at a price of $0.48 ("Issue Price"). All securities issued in connection with the Offering will be subject to a hold period of four months and one day from the Closing Date.
The net proceeds of the Offering will be used for capital expenditures related to Artic Therm International Ltd., acquisition and integration costs associated with the transaction announced February 28, 2013 in the event of completion of that transaction, and for general working capital purposes.
The closing of the Offering is subject to receipt by the Company of all requisite regulatory approvals, including the approval of the Toronto Stock Exchange.
The closing of the Offering is expected to occur on or about May 7, 2013 ("Closing Date") or such other date as agreed to by the Agents and the Company.
On the Closing Date the Agents will receive, a cash commission equal to 6% of the gross proceeds of the Offering. In addition, the Company will issue to the Agents, on the Closing Date, such number of warrants (the "Broker Warrants") as is equal to 6% of the number of Common Shares sold pursuant to the Offering. Each Broker Warrant will entitle the holder thereof to purchase one Common Share at the Issue Price at any time prior to the date that is 12 months from the Closing Date.
About Enterprise Group, Inc.
Enterprise Group, Inc. is a consolidator of construction services companies operating in the energy, utility and transportation infrastructure industries. The Company's focus is primarily utility & infrastructure construction and specialized equipment rental. The Company's strategy is to acquire complementary service companies in Western Canada, consolidating capital, management and human resources to support continued growth. Enterprise became a Western Canadian leader in flameless heat technology in September 2012 with its acquisition of Artic Therm International Ltd. and is poised to become a technological leader in underground infrastructure construction upon closing of its pending infrastructure construction acquisition.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or solicitation of an offer to buy any of the Company's securities in the United States.
Forward Looking Information
Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or the Company's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, statements with respect to the completion of the proposed transaction announced on February 28, 2013, and the terms of the offering. The Company's Annual Information Form and other documents filed with securities regulatory authorities (accessible through the SEDAR website www.sedar.com ) describe the risks, material assumptions and other factors that could influence actual results and which are incorporated herein by reference. The Company disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.
