Vancouver, British Columbia - TheNewswire - July 12, 2021 - Ord Mountain Resources Corp. (TSXV:OMR.H) (the "Company") announce that it has entered into a letter of intent ("LOI") with BluSky Aviation Group Inc. ("BluSky") with respect to a proposed merger transaction between the Company and BluSky, to create a micro-cap special purpose acquisitions company (MSPAC), that will primarily focus on the acquisition, transformation, and holdings of distressed or undervalued commercial aviation related assets throughout Western Canada (“Proposed Transaction”).

 

The Proposed Transaction is intended as a qualifying transaction as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange"). BluSky and the Company agree under the terms of its LOI, to act in good faith to complete definitive agreements and final closing date (“Final Closing Date”) to the Proposed Transaction on or before July 31, 2021 ("Definitive Agreements"). Under the terms and conditions of its LOI, the Company will acquire all outstanding common shares of BluSky from its shareholders in a series of transaction events that will include but is not limited to:

 

1. 1. 1.1 The Company will seek an application to the Exchange for a reverse stock split of 1:2.5 of its 4,700,000 fully diluted issued and outstanding common shares ("Reverse Split");  

 

1. 1. 1.2 Upon completion of the Reverse Split, the Company will issue approximately 23,901,000 post- Reverse Split common shares in exchange for 23,901,000 BluSky shares held by BluSky shareholders, representing 100% of the fully diluted, issued and outstanding shares of BluSky, at a price per share to be determined upon completion of the Reverse Split (“BluSky Share Exchange”);  

 

1. 1. 1.3Concurrent to the completion of the BluSky Share Exchange, the Company will announce a financing of not less than $5 million dollars (“Transaction Financing”) at a price per share to be determined upon completion and execution of its Definitive Agreements. The Transaction Financing will be subject but not limited to, the completion of the Proposed Transaction on or before its Final Closing Date; 

 

1. 1. 1.4 Concurrent to the completion of the BluSky Share Exchange and Transaction Financing, the then Board of Directors and executive officers of the Company will appoint new members of the Board of Directors and new executive officers to replace them and tender their resignations simultaneously; 

 

1. 1. 1.5 On the Final Closing Date, the new members of the Board of Directors will have applied to change the name of the Company, to 'BluSky Management Group Inc., ("BluSky Management")and cause the business classification of BluSky Management to become an Industrial Transportation Technology Issuer or similar category under the policies of the Exchange ("Resulting Issuer").  

 

There will be no associated Finder’s Fees to this Proposed Transaction and currently no Sponsor has been retained for the purposes of this Proposed Transaction. 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. The Proposed Transaction 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 Transaction will follow in future news releases as material information becomes available.

  

Completion of the Proposed Transaction 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 Transaction, any information released or received with respect to the Proposed Transaction 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 Transaction 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 trading on the TSX NEX 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 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 currently managed by Liquid River Capital Corp. and Arch River Capital LLC.

 

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. 

For Additional Information:

 

Fairview Communications

1.866.988.0053 Toll Free

630AM – 230PM PST.

  

Ord Mountain Contact:

 

Luke Montaine

604-760-8755

LMontaine@icloud.com

  

This Press Release may contain forward-looking statements, which reflect the views of Ord Mountain Resources Corp. and BluSky Aviation Group 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.

 

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 Transaction.