Ord Mountain Resources Corp. Announces Formal Agreement to Acquire BluSky Aviation Group Inc. and Cascadia Northern Air Inc.
Vancouver, British Columbia – TheNewswire - December 7, 2021 – Ord Mountain Resources Corp. (TSXV:OMR.H) (the "Company" or "ORD") is pleased to announce (as a follow-up to its news release dated September 16, 2021) that it has entered into a formal binding amalgamation agreement (the "Amalgamation Agreement") with BluSky Aviation Group Inc. ("BluSky") and Cascadia Northern Air. Inc. ("CAS"), pursuant to which it has agreed to acquire all of the issued and outstanding securities of each of BluSky and CAS.
The primary business of the Resulting Issuer (as hereinafter defined) will be as a diversified Transportation Services and Technology Innovations company. Its focus will be to acquire and operate businesses in the areas of regional commercial aviation, general consumer and supply chain transportation services. As part of its long-term goals in operating these businesses the Resulting Issuer intends to integrate low carbon footprint and renewable energy technologies that are designed to increase consumer travel experiences, and to produce environmentally friendly business practices. The acquisition of CAS and BluSky are foundational milestones towards the attainment of these objectives and it is expected that future acquisitions will be targeted and operated under similar principles.
The Amalgamation Agreement contemplates the completion of a three-cornered amalgamation among ORD, BluSky, Cascadia and a wholly-owned subsidiary of ORD (that has been incorporated solely for the purpose of this transaction).
The Amalgamation Agreement sets forth the principal terms of the business combination among the three companies whereby the Company will acquire 100% of the fully diluted outstanding shares of each of BluSky and CAS, including but not limited to any outstanding stock options, common share purchase warrants, or any other security exercisable or convertible into a common share of BluSky or CAS (the foregoing is referred to herein as the "Business Combination"). The Business Combination is comprised of various parts, including but not limited to the following principal terms:
1.1ORD shall complete the consolidation of its issued and outstanding common shares on the basis of one (1) new common share (each, a "Resulting Issuer Share") for each existing two (2) pre-consolidation shares;
1.2ORD shall change its name to "BluSky Group of Companies Inc." or such other name as the parties may agree upon (and ORD, after giving effect to the foregoing consolidation and name change and the completion of the Business Combination, shall be referred to as the "Resulting Issuer");
1.3Holders of Class A Voting and Class B Non-Voting Common Shares of CAS and BluSky shall receive one (1) Resulting Issuer Share for each one common share (whether voting or non-voting) of CAS or BluSky, as applicable;
1.4All outstanding stock option agreements, common share purchase warrants or other convertible securities of each of CAS and BluSky shall receive stock option agreements, common share purchase warrants or other convertible securities of the Resulting Issuer on equivalent terms and conditions;
1.5BluSky shall complete an initial round of equity and/or debt financing for gross proceeds of up to $2,500,000, 60% of the net proceeds of which shall be allocated to CAS (either as a loan or equity injection) specifically for general working capital of its business;
1.6BluSky shall complete an additional equity and/or debt financing for aggregate gross proceeds of up to $10,000,000, of which approximately 40.0% ($4,000,000) of the net proceeds (after fees and costs) shall be allocated to CAS following the completion of the Business Combination, specifically for the expansion of CAS business, retirement of certain bridge loans provided by LRC to retire historical debts, and for working capital purposes;
1.7Concurrent with the completion of the Business Combination, all of the executive officers and directors of ORD shall resign and shall be replaced by two (2) nominees or appointees of BluSky and two (2) nominees or appointees of CAS or such other combinations of officers and directors as BluSky and CAS shall determine. It is expected that each of the executive officers and directors to be appointed upon completion of the Business Combination will have over 20 years of related experience to successfully carryout the intended business of CAS and BluSky and that the Board of Directors of the Resulting Issuer shall satisfy all independent regulatory compliance requirements and other shall engage in other good corporate governance practices such as maintaining audit, compensation, and aviation regulatory compliance committees; and
1.8The Business Combination will be subject to the review and approval of the TSX Venture Exchange ("TSX-V" or the "Exchange") and federal aviation regulators
Completion of the Business Combination pursuant to the Amalgamation Agreement is subject to satisfaction of various conditions, including the approval of the shareholders of BluSky and CAS in respect of the amalgamation. The companies will be proceeding with formal submissions to the Exchange in due course, with the objective of completing the Business Combination within the first quarter of 2022.
The Business Combination will constitute the Company's Qualifying Transaction under Policy 2.4 of the TSX-V. Trading of the Company’s common shares will remain halted in connection with the dissemination of this news release, and will commence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4.
There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in a management information circular or filing statement to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents, or accepts responsibility for the adequacy or accuracy of this news release.
ABOUT ORD MOUNTAIN RESOURCES CORP.
Ord Mountain Resources Corp., is a capital pool company formed in accordance with Exchange Policy 2.4, which currently traded on the NEX board of the Exchange. Its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. For additional information, please refer to the Company's disclosure record on SEDAR (www.sedar.com).
ABOUT BLUSKY AVIATION GROUP INC.
BluSky Aviation Group Inc. (“BluSky”) (www.bluskycompanies.com) is a company incorporated in the Province of British Columbia in 2021, and created specifically as a private special purpose acquisitions holdings company. Its primary focus is to acquire and restructure undervalued commercial aviation, and general supply chain transportation related assets in the Pacific Northwest, Western Canada, and Alaska. BluSky has limited operating history with respect to its business activities. It will depend on its ability to raise additional capital to successfully restructure and manage its acquisitions for those businesses to remain competitive and produce future value for its stakeholders. BluSky may continue to experience operating and other challenges as part of its ordinary course of business and cannot assure that it can successfully create value from its intended acquisitions. There are no assurances that BluSky can seek acquisitions that will successfully produce business strategies to sustain growth and overall profitability. BluSky is managed by Liquid River Capital Corp. and Arch River Capital LLC.
ABOUT CASCADIA NORTHERN AIR INC.
Cascadia Northern Air Inc. is the parent company to Cascadia Airways Inc. (Cascadia Air), a small commuter airline new to the Province of British Columbia. Cascadia Air obtained its operating certificate to conduct scheduled services in February of 2020, at the beginning of the pandemic. Cascadia Air pursued economic development partnerships with towns and cities across British Columbia, and provided flights for essential services throughout Vancouver Island and Haida Gwaii instead of reducing its newly formed operations or retracting from its business. As economic revitalization becomes a priority for most regions impacted by the pandemic, community and economic development initiatives it developed have become strong partnerships for its current and future services. Cascadia Air specializes in commuter, short destination services, and currently provides direct flights to and from Vancouver, the Tri-Cities, Vancouver Island, and Okanagan Valley. Cascadia Air plans to introduce more service routes in 2022, which were developed during the height of pandemic restrictions. Cascadia Air focuses on delivering "customer-first" services and other consumer-friendly offerings above and beyond other traditional airlines of its class. Also, as a priority, Cascadia Air continues its commitment to building hands-on relationships and strong economic development partnerships with communities across British Columbia. For more information www.cascadiaair.com.
ABOUT LIQUID RIVER CAPITAL CORP.
Liquid River Capital Corp. (LRC) (www.liquidrivercapital.com) is a Canadian private investment firm specializing in control-based investments and transformative growth opportunities throughout specific industry sectors across Western Canada. LRC and its US division of Arch River Capital LLC (ARC) (www.archrivercapital.com) bring over three decades of global capital markets management, structured finance, and investment banking expertise. The firm, its partners, and its network of professionals have a successful track record of restructuring distressed businesses, realigning high-risk ventures, and taking advantage of volatile market, arbitrage and hedge-based transactions to create substantial value and returns for its stakeholders.
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This Press Release may contain forward-looking statements, which reflect the views of Ord Mountain Resources Corp., BluSky Aviation Group Inc. and Cascadia Northern Air Inc. Forward-looking statements can be identified by reference to words such as "believe", "expect", potential", "continue", "anticipate", "may", "might", "will", "should", "seek", "approximately", "predict", "intend", "plan", "estimate", "anticipate" or other comparable words. Investments in distressed organizations, restructurings, or highly regulated industry sectors are highly speculative, and forward-looking statements are subject to various risks, uncertainties and assumptions. Should any assumption underlying forward-looking statements contained herein prove incorrect, the actual outcome or results may differ materially from outcomes or results projected.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: financing risks; regulatory and licensing risks; changes in consumer demand and preferences; changes in general economic, business and political conditions, including changes in the financial markets; risks relating to the airline industry generally; risks relating to regulatory change; compliance with extensive government regulation; public opinion; the impact of COVID-19; and the risk factors set out in the Company’s public documents filed with Canadian securities regulators and available on the Company’s profile on SEDAR at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking information speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company’s management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The Company does not undertake any obligation to update any forward-looking information to reflect information or events after the date on which it is made or to reflect the occurrence of unanticipated events, except as required by law, including securities laws
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities 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 state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
No parties make any representations or warranties, expressed or implied, as to the accuracy and completeness of any information contained herein. Any prospective professional services or financial participants should obtain additional information as necessary concerning the Business Combination.