Vancouver, British Columbia - TheNewswire - September 16, 2021 – Ord Mountain Resources Corp. (TSXV:OMR.H) (the "Company" or "ORD") is pleased to announce the re-structuring and expansion of its previously announced proposed acquisition of BluSky Aviation Group Inc. ("BluSky"), to include not only BluSky, but also BluSky's first acquisition target, Cascadia Northern Air. Inc. ("CAS").
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 COVID-19 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 during the pandemic. As economic revitalization becomes a priority for most regions impacted by the pandemic, community and economic development initiatives that Cascadia Air has 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.
The Company, BluSky and CAS have entered into a revised letter of intent, which amends and supercedes the letter of intent previously entered into between the Company and BluSky. The revised letter of intent sets forth the principal terms of a 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 "Proposed Business Combination"). The Proposed Business Combination shall be comprised of various parts, including but not limited to the following principal terms:
1.1 ORD 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;
1.2 ORD shall change its name to "BluSky Group of Companies Inc." or such other name as the parties may agree upon;
1.3 Holders of Class A Voting Common Shares of CAS shall receive one (1) Resulting Issuer Share for each one (1) Class A Voting Common Share of CAS;
1.4 Holders of Class B Non-Voting Common Shares of CAS shall receive one (1) Resulting Issuer Share for each one (1) Class B Non-Voting Common Share of CAS;
1.5 Holders of Class A Voting Common Shares of BluSky shall receive one (1) Resulting Issuer Share for each one (1) Class A Voting Common Share of BluSky;
1.6 Holders of Class B Non-Voting Common Shares of BluSky shall receive one (1) Resulting Issuer Share for each one (1) Class B Non-Voting Common Share of BluSky;
1.7 All 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;
1.8 BluSky shall complete an initial round of equity and/or debt financing for gross proceeds of up to $2,000,000, 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;
1.9 BluSky shall complete two additional equity and/or debt financings for aggregate gross proceeds of up to $35,000,000, of which approximately 40.0% ($12,500,000) of the net proceeds (after fees and costs) shall be allocated to CAS following the completion of the Proposed Business Combination, specifically for the expansion of CAS business, retirement of historical debts, and for working capital purposes;
1.10 Concurrent with the completion of the Proposed 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 amounts or combinations of officers and directors as BluSky and CAS shall determine;
1.11 The Proposed Business Combination shall be subject to receipt of all necessary approvals and consents, including but not limited to approvals of the directors and shareholders, to the extent that the latter may be required by applicable laws or regulatory policies; and
1.12 The Proposed Business Combination will be subject to the review and approval of the TSX Venture Exchange and federal aviation regulators.
The Proposed Business Combination will be subject to the review and approval of the Exchange, and as necessary, the review and approval of other regulatory authorities. Further details of the Proposed Business Combination will follow in future news releases as material information becomes available. The parties to the letter of intent have agreed to work towards the execution of a definitive agreement on or before October 15, 2021.
The Proposed Business Combination will constitute the Company's Qualifying Transaction under Policy 2.4 of the TSX Venture Exchange. 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.
Completion of the Proposed Business Combination is subject to a number of conditions, including but not limited to, Exchange acceptance, and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 Proposed Business Combination, any information released or received with respect to the Proposed 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 Proposed 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 distressed or undervalued commercial aviation related assets and technologies 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 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 Proposed Business Combination.
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