WOLVERINE ENERGY AND INFRASTRUCTURE INC. ANNOUNCES STRATEGIC CANADIAN INFRASTRUCTURE ACQUISITIONS

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EDMONTON, AB, 20 December 2021 / CNW / – Wolverine Energy and Infrastructure Inc. (the “Society” Where “Wolverine“) (TSXV: WEII) is pleased to announce the closing of transactions involving environmental compensation assets. Wolverine has purchased the assets and the business for total proceeds of CAN $ 11.25 million (the “Acquisitions“), funded by a combination of term loans and common stock, as further detailed in the table below. Following the closing of the acquisitions, Wolverine became one of the North America the largest environmental compensation companies. Both acquisitions are non-arm’s length transactions.

These acquisitions of assets and environmental compensation activities are a continuation of Wolverine’s strategy of focusing on asset classes and sectors that provide the Company with the best returns. Wolverine will continue to explore new acquisitions and divest from fully priced assets and low yielding asset classes. By adding a place of operation in British Columbia, and an office at Calgary, AB, the acquisitions consolidate Wolverine’s strong position in key operating centers while expanding the range of services provided and coverage across Canada.

Shannon Ostapovich, President, said “The closing of the two transactions allows Wolverine to pursue its ESG diversity strategy, while expanding its operations to become one of the largest environmental compensation companies through North America. Wolverine has been a leader in the field for 10 years and has significant expertise in the industry. “

Acquisition details and strategic rationale

The acquisitions will add 41 environmental clean-up units, as well as 40 additional support units made up of trucks, trailers and UTVs, located throughout Canada, positioning Wolverine with one of the largest fleets of environmental compensation assets in North America.

The Company allocates a new replacement cost of more than $ 20 million to acquired assets. The assets acquired are expected to generate annual EBITDA of approximately 4.8 million Canadian dollars, including immediate annual operational and administrative synergies, of which approximately 75% are currently contracted. Employees, contracts and future work will be transferred from existing companies to Wolverine.

Total purchase price

$ 11.25 million

Cash at closing

$ 4.75 million

Store(2)

$ 1.50 million

Seller takeover

$ 5.00 million

EV / EBITDA(1)

2.3x

EV / New replacement cost

56%

(1)

Expected annual execution rate EBITDA; See disclaimer below regarding GAAP and non-GAAP financial measures

(2)

4,347,826 shares of WEII de la Trésor and 88,183 shares of Green Impact Partners Inc. (GIP) held by Wolverine

(3)

All figures are in Canadian dollars (CAD $)

Acquisitions are highly complementary to Wolverine’s existing business units as they:

  • Develops current and fully utilized Western Canadian operations. Wolverine entered the environmental compensation business approximately 10 years ago and with these acquisitions provides Wolverine with significant scale to expand its market position while operating one of the largest fleets of compensation assets. environmental in North America;

  • ESG alignment with Wolverine’s current strategy. Assets are considered one of the greener alternatives to typical land clearing or spraying, with current operations being closely linked with many strategic Indigenous partners;

  • Other diversified operating sites, customers and industries. Following the completion of the acquisitions, Wolverine expanded its service business through Canada and has strong leads in the United States, while focusing on multiple industries.

Warnings

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares in any jurisdiction. The common shares to be issued in connection with the transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or any securities law. securities of a State and may not be offered or sold in United States except in certain transactions exempt from the registration requirements of applicable U.S. securities law and state securities laws.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of TSXV) has in any way approved or disapproved of the contents of this press release. The TSX Venture Exchange accepts no responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements, including statements regarding the expected EBITDA of the acquired assets, any future disposal of assets, and operational and administrative synergies. These statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties and are based both on the views of management and on assumptions which may cause our results, levels of The actual activity, performance or achievements are materially different from the results, future levels of activities, performances or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and assumptions include those relating to the growth of our revenues, operating results, industry and products, the general economy, the contractual rate for new assets, government policies and regulations, fluctuations in currency exchange rates, operating expenses, the ability to successfully market and use newly acquired assets, the effects and duration of COVID-19 as well as other risk factors and assumptions that may affect our actual results, our performance or achievements or our financial position. Readers should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. We disclaim any obligation to publicly update or revise these statements to reflect any change in our expectations or in the events, conditions or circumstances on which such statements may be based, or which may affect the likelihood that actual results will differ from those. set out in such forward-looking statements, except as required by National Instrument 51-102. The content of any website, RSS feed, or Twitter account referenced in this press release is not incorporated by reference herein.

Financial measures in accordance with GAAP and non-GAAP

Management reviews the operational progress of its business units and investment programs over successive periods through the analysis of net income and EBITDA. The Company defines EBITDA as net income or loss from continuing operations before income taxes adjusted for interest expense (net), depreciation and amortization. Management uses EBITDA as a long-term indicator of operational performance as it is closely related to the Company’s ability to generate sustained cash flow and this information may not be appropriate for other purposes.

The term EBITDA is not defined according to generally accepted accounting principles in Canada (“GAAP“) and is not a measure of operating profit, operating performance or liquidity presented in accordance with GAAP. EBITDA has limitations as an analytical tool, and when evaluating operating performance of the Company, investors should not view EBITDA in isolation or as a substitute for net loss, net profit or other consolidated statement of operations data prepared in accordance with GAAP. Among others, EBITDA does not reflect the actual cash expenses of the Company. Other companies may calculate similar measures differently from the Company, which limits their usefulness as comparison tools. The Company compensates for these limitations by relying primarily on its GAAP results and using EBITDA as additional information.

SOURCE Wolverine Energy and Infrastructure Inc.

Cision

View original content: http://www.newswire.ca/en/releases/archive/December2021/20/c3298.html


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