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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 willacquire 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 allindependent 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
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ABOUT BLUSKY AVIATION GROUP INC.
ABOUT CASCADIA NORTHERN AIR INC.
ABOUT LIQUID RIVER CAPITAL CORP.
For Additional Information:
1.866.988.0053 Toll Free
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Ord Mountain Contact:
604-760-8755
LMontaine@icloud.com
This Press Release may contain forward-looking statements, which reflect the views of
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 factorsset out in the Company’s public documents filedwith Canadian securities regulators and available on the Company’s profileon SEDARatwww.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
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.
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