Enterprise Group, Inc. (“Enterprise” or the “Company”) (TSX:E) announces that the Company has closed a non-brokered private placement (the “Offering”) of 6,183,500 units of the Company (“Units”) at a price of $0.40 per Unit for gross proceeds of $2,473,400. Each Unit is comprised of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (“Warrant”). Each whole Warrant entitles the holder to acquire one Common Share at an exercise price of $0.50 at any time for a period of two years from the closing of the Offering. All of the securities issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of completion of the Offering, in accordance with applicable securities legislation.
In connection with the Offering, 2,387,500 Units were issued to certain directors and officers of the Company. The participation of directors and officers in the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying upon exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the Offering, insofar as it involves related parties, does not exceed 25% of the market capitalization of the Company. The Company was not in a position to file a material change report more than 21 days in advance of the closing of the Offering as the participation of the related parties was not confirmed at that time.
The proceeds from the Offering will be used for working capital and general corporate purposes.
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 construction services 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 acquired Artic Therm International Ltd. in September 2012, Calgary Tunnelling & Horizontal Augering Ltd. in June 2013, Hart Oilfield Rentals Ltd. in January 2014, and Westar Oilfield Rentals Inc. in October 2014. More information is available at the Company’s website, www.enterprisegrp.ca.
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. In particular, forward-looking statements contained in this press release include, but are not limited to the anticipated use of net proceeds of the Offering. These forward-looking statements are based on assumptions and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, competition, stock market volatility and the ability to access sufficient capital. Actual future results may differ materially. The Company’s annual information form for the year ended December 31, 2014 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.
Candice Williams or Nathan Sellyn
Leonard D. Jaroszuk
President & CEO
Senior Vice President
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