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NAPEC Inc. Announces $7.5 Million Bought Deal Private Placement

DRUMMONDVILLE, QUEBEC--(Marketwired - May 5, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

NAPEC Inc. ("NAPEC" or the "Corporation") (NPC.TO) announced that it has entered into a bought deal agreement with Laurentian Bank Securities Inc. (the "Underwriter"), pursuant to which the Underwriter has agreed to purchase 8,333,334 units of the Corporation (the "Units") at a price of $0.90 per Unit for gross proceeds of $7.5 million (the "Offering").

Each Unit is comprised of one common share and one common share purchase warrant (the "Warrant"). Each Warrant will entitle the holder to subscribe for one common share at a price of $1.25 at any time during the 24-month period following the closing of the Offering. The Warrants are also subject to an early expiry if, at any time after September 30, 2015, the published closing trade price of the common shares on the TSX is equal or superior to $1.45 for any 10 consecutive trading days. Under such circumstances, the Corporation may give the holder a written notice that the Warrants will expire at 5:00 p.m. (Montreal Time) on the 30th day from the receipt of such notice.

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The Underwriter will have an option to purchase up to an additional 2,777,778 Units at the issue price and on the same terms and conditions as set forth herein exercisable in whole or in part at any time until 5:00 p.m. (Montreal time) on the second business day preceding the closing of the Offering. If the Underwriter's option is exercised in full, the total gross proceeds will be $10.0 million.

The Offering is expected to close on or about May 26, 2015 and is subject to customary conditions and regulatory approvals, including approval of the TSX. The net proceeds of the Offering will be used for working capital and general corporate purposes. The Units and underlying securities will be subject to a hold period of four months and one day from the closing date.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State securities laws and may not be offered or sold, directly or indirectly, within the United States or its territories or possessions or to or for the account of any U.S. person (as defined in Regulation S under the U.S. Securities Act) other than under an available exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any such securities within the United States, or its territories or possessions, or to or for the account of any U.S. person, nor shall there be any sale of the securities in any territory in which such offer, solicitation or sale would be unlawful.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements that reflect management's current expectations regarding future events. Forward-looking statements are based on a number of factors and include risks and uncertainties. Actual results may differ from forecast results. Management assumes no obligation beyond what is required under the law to update or revise forward-looking statements pursuant to new information or future events.

OVERVIEW OF THE CORPORATION

NAPEC is a corporation operating in the energy sector. The Corporation is a leading service provider to the public utility and heavy industrial markets mainly in Quebec, Ontario, and the eastern United States. NAPEC and its subsidiaries build and maintain electrical transmission and distribution grids, as well as networks for gas utilities. In addition, the Corporation installs gas-powered and electric-powered heavy equipment for utilities, industrial gas power plants, and petrochemical facilities in North America.

Further information regarding NAPEC is available in the SEDAR database (www.sedar.com) and on the Corporation's website at www.napec.ca.

Source: NAPEC Inc.