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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 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 "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 sharepurchase 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 theProposedBusiness 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 adefinitive agreement on or before
TheProposedBusiness Combination will constitute the Company's Qualifying Transaction under Policy 2.4 of the
Completion of theProposed Business Combinationis 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
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ABOUT BLUSKY AVIATION GROUP INC.
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ABOUT LIQUID RIVER CAPITAL CORP.
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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 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 Proposed Business Combination.
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Copyright (c) 2021 TheNewswire - All rights reserved., source