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Mosaic Capital acquires majority interest in SECON

Canadian private equity firm Mosaic Capital Corp has closed its acquisition of a 75 percent interest in WBD Holdings Ltd, which operates as South East Construction (SECON). The transaction is valued at $15.2 million. Based in Esterhazy, Saskatchewan, SECON is a multi-trade industrial and commercial construction company that primarily serves the potash mining and milling industry. It was founded in 1999. Existing management of the company will remain in place with Mosaic’s acquisition.


Mosaic Capital Corporation Completes Acquisition of Potash Mining Construction Company, South East Construction

Calgary, Alberta – November 3, 2014. Mosaic Capital Corporation (“Mosaic Capital”) (TSX-V Symbols: M, M.PR.A and M.WT) is pleased to announce the successful completion of the acquisition of a 75% interest in the business being carried on by WBD Holdings Ltd., operating as South East Construction (“SECON”), effective November 1, 2014.

SECON, strategically based in Esterhazy, Saskatchewan, is a multi-trade industrial and commercial construction company, primarily servicing the potash mining and milling industry in all phases of underground and surface construction and maintenance. SECON has also worked on construction and infrastructure projects related to power generation, coal mining and crushing, fertilizer production and oilseed crushing. SECON services both mine owners directly, such as The Mosaic Company, the Potash Corporation of Saskatchewan Inc. and BHP Billiton Canada Inc., as well as engineering procurement and construction management firms such as Hatch Ltd., Amec PLC and SNC-Lavalin Inc.

This acquisition will provide Mosaic Capital with indirect exposure to the continuing growth in global per capita protein demand, diversification into a new sector, and the opportunity to partner with a strong, aggressive, growth oriented management team.

About the Acquisition
Mosaic Capital’s cost of acquisition is $15.2 million and has been funded through a combination of cash and $3.6 million of vendor take back financing. For the year ended January 31, 2014 SECON had revenues of approximately $47 million. Existing management will remain in place.

Saskatchewan is the world’s largest producer of potash, a mineral critical to the fertilizer required by global crops. Saskatchewan mines account for approximately 53% of the world potash reserves and approximately 30% of the current global potash production (Saskeast, Potash Expansion Impacts, Fall
2011). It has been estimated that from 2008 to 2028, the Saskatchewan mineral industry will invest over $50 billion in expansions and new mines. This translates to new investments of more than $6 million per day (Saskatchewan Mining Association, Factsheet, 2012). In particular, potash companies have
announced $13.2 billion in new capital spending allocations for expansions to their existing mines by 2020 (Government of Saskatchewan, Energy and Resources, Factsheets).

Established in 1989 in Esterhazy, Saskatchewan, SECON is a multi-trade industrial and commercial construction company principally servicing the potash mining and milling industry. SECON takes a fully integrated approach to provide clients with a safe, efficient and cost controlled product and service offering. In its 25 year history with this approach SECON has built long term relationships with many significant clients.

SECON has had contracts which include the following services:
ƒ Structural Steel
ƒ Pipe Fitting
ƒ Industrial Mechanical – 2 –
ƒ Electrical
ƒ Site Services
ƒ Earth Works
ƒ Carpentry
ƒ Underground Mine Services
ƒ Demolition Projects
ƒ General Contracting Services
ƒ Maintenance Contracts

Mosaic Capital is an investment company based in western Canada that owns a portfolio of established businesses with competitive advantages that have a history of generating cash flow from their operations. Mosaic Capital’s objective is to create long term value for its shareholders and business partners and to
have that reflected in its share price. Mosaic Capital believes that this is achieved by growing free cash flow per share and retained earnings. Mosaic Capital does this by acquiring businesses it understands at attractive prices, managing risk through extensive due diligence, creative transaction structuring and
working closely with subsidiary businesses after acquisition.

Tim Taylor
Vice President
Mosaic Capital Corporation
400, 2424 – 4th Street SW
Calgary, AB T2S 2T4
T: (403) 270-4658
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

FORWARD-LOOKING INFORMATION This press release may contain forward-looking information and statements within the meaning of applicable Canadian securities laws (herein referred to as “forward-looking statements”), including statements and information which reflect current expectations regarding the future business outlook for SECON and Mosaic. The words “believe”, “expect”, “intend”, “estimate”, “anticipate”, “project”, “scheduled”, and similar expressions, as well as future or conditional verbs such as “will”, “should”, “would”, and “could” often identify forward-looking statements and forward-looking information. More particularly, and without limitation, this news release contains forward-looking statements respecting the expected impact of the acquisition of SECON on Mosaic Capital, as well as the expected continuity of SECON’s management team. The forward-looking statements contained herein are only predictions and reflect the current beliefs of management with respect to future events and are based on information currently available to management. Actual results and events may differ materially from those contemplated by these forward-looking statements due to these statements being subject to a number of risks and uncertainties. Undue reliance should not be placed on these forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature forward-looking statements involve both assumptions as well as known and unknown risks and uncertainties which contribute to the possibility that the predictions, projections and other forward-looking statements will not occur. Some of the assumptions made by Mosaic Capital, upon which such forward-looking statements are based include, but are not limited to: the business operations of SECON will continue on a basis at least consistent with prior years, there will be reasonable continuity of SECON’s management team, and future market conditions for SECON will not be materially different than anticipated by Mosaic Capital. In addition, the risks and uncertainties which could cause actual results to differ materially from the those expressed or implied by the forward-looking statements include, but are not limited to: general business and economic conditions in geographic areas where SECON has operations; pricing pressures and other competitive factors; third parties failing to honour their contractual obligations with SECON; procurement and pricing issues with suppliers; unforeseen cost overruns on SECON’s projects; legislative or regulatory developments; the continued availability and cost of qualified labour; the continued strength of the industries within which customers of SECON operate; and the continued ability to secure new business. Should any of the risks or uncertainties facing SECON materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, activities or achievements of both SECON and Mosaic Capital could vary materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements contained in this news release and, therefore, readers are cautioned not to place undue reliance on any forward-looking statements contained herein. Readers are cautioned that the foregoing list of risks is not exhaustive. Additional information on other factors that could affect the operations or financial results of Mosaic Capital and its subsidiaries are included in reports on file with applicable securities regulatory authorities (including, in particular, Mosaic Capital’s most recent annual information form) and may be accessed through the SEDAR website ( under the profile for Mosaic Capital. Although Mosaic Capital believes that the expectations represented by any forward-looking-statements contained herein are reasonable based on the information available to them on the date of this news release, management cannot assure investors that actual results, performance or achievements will be consistent with these forward-looking statements. Any forward-looking statements herein contained are made as of the date of this news release and Mosaic Capital does not assume any obligation to update or revise them to reflect new information, events or circumstances, except as required by law.

Source: Mosaic Capital Corporation

Photo courtesy of South East Construction