NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
February 26, 2024 – St. Albert, Alberta – Enterprise Group, Inc. (TSX: E) (OTCQB: ETOLF) (the “Company” or “Enterprise”), a consolidator of services to the energy sector that is focused primarily on specialized equipment rental, announces that it has amended the terms of the offering of units (the “Units”) previously announced on February 26, 2024 (the “LIFE Offering”). Under the amended terms, Acumen Capital Finance Partners Limited (the “Underwriter”), has agreed to add a concurrent reasonable commercial efforts private placement of Units (the “Non-LIFE Private Placement”) of up to $2,000,000 on the same terms and conditions (including a price of $0.85 per Unit) as the LIFE Offering. Aggregate gross proceeds of the LIFE Offering and concurrent Non-LIFE Private Placement (together, the “Amended Offering”) will be up to $7,000,000.
Each Unit will be comprised of one common share in the capital of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant will be exercisable to acquire one additional Common Share (a “Warrant Share”) for a period of 24 months following the closing of the Amended Offering (the “Closing”) at an exercise price of $0.95 per Warrant Share, subject to adjustment in certain events.
The Units to be issued under the Amended Offering will be offered to purchasers pursuant to: (i) the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) in an amount of 5,882,350 Units (the “LIFE Units”) and (ii) other applicable exemptions from the prospectus requirements under NI 45-106 in an amount of up to 2,352,000 Units (the “Hold Units”) in British Columbia, Alberta, Saskatchewan, Ontario, and Quebec. The LIFE Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The Hold Units will be subject to the statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
The Company intends to use the net proceeds of the Amended Offering to expand its fleet of rental equipment with an emphasis on low emission mobile power systems and for general corporate purposes.
Closing of the Amended Offering is expected to be on or about March 12, 2024 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.
There is an offering document relating to the LIFE Offering that can be accessed under the Company’s SEDAR+ profile at www.sedarplus.com. Prospective investors should read the offering document before making an investment decision.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. No securities may be offered or sold to, or for the account or benefit of persons in the United States or to any U.S. persons in which such offer or sale would be unlawful absent registration or an available exemption under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and compliance with or exemption from any applicable state securities laws. “United States” and “U.S. persons” shall have the meaning given to them in Regulation S under the U.S. Securities Act.
About Enterprise Group, Inc.
Enterprise Group, Inc. is a consolidator of services-including specialized equipment rental to the energy/resource sector. The Company works with particular emphasis on systems and technologies that mitigate reduce or eliminate CO2 and Greenhouse Gas emissions for itself and its clients. The Company is well known to local Tier One and international resource companies with operations in Western Canada. More information is available at the Company’s website www.enterprisegrp.ca. Corporate filings can be found on the Company’s SEDAR+ profile at www.sedarplus.com. For questions or additional information, please contact:
Leonard Jaroszuk: President & CEO, or
Desmond O’Kell: Senior Vice-President
contact@enterprisegrp.ca
780-418-4400
Forward-Looking Information
Certain statements in this press release constitute “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements in this press release include statements with respect to, among others, the Company’s business strategy, plans and other expectations, beliefs, goals, objectives, and information and statements about possible future events, including the intended use of proceeds from the Amended Offering, the expected closing date of the Amended Offering and the approval of the Toronto Stock Exchange and any other regulatory approvals with respect to the Amended Offering. Forward-looking statements are often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategies”, “targets”, “goals”, “mission”, “forecasts”, “objectives”, “budgets”, “schedules”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions. Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are outside of the Company’s control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward-looking statements contained in this press release are based on various assumptions and factors, including, but not limited to, the following: the assumption that the Toronto Stock Exchange will approve the Amended Offering, assumptions with respect to the Closing of the Amended Offering; and that the risk factors noted below, collectively, do not have a material impact on the Company’s business, operations, revenues and/or results. By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.
Known and unknown risk factors, many of which are beyond the control of the Company, could cause the actual results of the Company to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed under the section entitled “Risk Factors” in the Company’s most recent annual information form which is available under the Company’s SEDAR+ profile at www.sedarplus.com. The risk factors are not intended to represent a complete list of the factors that could affect the Company and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements.
Life OfferingUS investors cannot view or rely on the offering document.