Ord Mountain Resources Corp. Announces Proposed Qualifying Transaction with Bloom Supply Ltd.
Vancouver, British Columbia--(Newsfile Corp. - June 30, 2020) - Ord Mountain Resources Corp. (TSXV: OMR.H) ("OMR" or the "Company") is pleased to announce that it has entered into a letter of intent (the "LOI") with Bloom Supply Ltd. ("Bloom") respecting the proposed acquisition by OMR of all of the issued and outstanding share capital of Bloom (the "Transaction"). Under the LOI, OMR and Bloom have agreed to act in good faith to draft, negotiate and execute a definitive agreement (the "Definitive Agreement") respecting the Transaction. The Transaction is intended to qualify as OMR's "Qualifying Transaction" as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange").
Trading of the common shares of OMR will remain halted in connection with the dissemination of this news release and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed Transaction will follow in future news releases.
Bloom is a Canadian based health company dedicated to the distribution of its artisanal functional mushrooms and associated consumer packaged goods products. Bloom's mushroom-derived consumer packaged goods portfolio will be led by its novel extracted products: Bloom Mind/Body, Bloom Inside, Bloom Vitality, and Bloom Immune.
The Transaction is expected to proceed by way of a "share exchange" under which OMR will issue 11,600,000 OMR units in exchange for 11,600,000 Bloom shares, which represent 100% of the issued and outstanding shares of Bloom. Under the Transaction, shareholders of Bloom will receive an aggregate of 11,600,000 Units (as defined below) of OMR at a deemed price of $0.15 per share, with each unit also consisting of one half of one purchase warrant exercisable at a price of $0.50 for a period of two years, representing aggregate consideration of $1,700,000 for their Bloom shares. The Transaction is subject to completion of certain conditions precedent, including without limitation: execution of the Definitive Agreement; the preparation and filing of a Filing Statement with the Exchange; completion by OMR of a private placement (the "Private Placement") for gross proceeds of no less than $2,000,000; completion of satisfactory mutual due diligence; receipt of required shareholder approvals; and receipt of all necessary regulatory and Exchange approvals.
Under the Private Placement, OMR will raise gross proceeds of no less than $2,000,000 through the issuance of subscription receipts at a price of $0.15 per subscription receipt, which subscription receipts are automatically convertible into units (each, a "Unit") of securities of the Resulting Issuer (as defined below) upon satisfaction of certain conditions. Each Unit comprised of one common share of the Resulting Issuer and one-half of one common share purchase warrant. Each whole warrant will be exercisable for one common share of the Resulting Issuer at an exercise price of $0.50 for two years from the date of issuance.
In conjunction with the closing of the Transaction, OMR will change its name to "Bloom Supply Ltd.", or such similar name as is agreed to by the parties (the "Resulting Issuer"). On closing of the Transaction, and assuming that OMR raises $2,000,000 under the Private Placement at a price of $0.15 per subscription receipt, the Resulting Issuer will have 29,635,333 common shares issued and outstanding. The current shareholders of OMR would hold approximately 15.08% of the shares of the Resulting Issuer, participants in the Private Placement would hold approximately 44.99% of the shares of the Resulting Issuer, and the current shareholders of Bloom would hold approximately 39.14% of the shares of the Resulting Issuer.
The Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" (as such term is defined by the Exchange). In addition, the Transaction is not a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange. As a result, no meeting of the shareholders of OMR is required pursuant to Policy 2.4 of the Exchange or applicable securities laws.
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. OMR intends to apply for an exemption from the sponsorship requirements under subsection 3.4(a)(ii) of Exchange Policy 2.2; however, there is no assurance that OMR will receive this exemption.
The Resulting Issuer
In conjunction with the closing of the Transaction, OMR will change its name to "Bloom Supply Ltd.", or such similar name as is agreed to by the parties. The Resulting Issuer will be an Industrial/Technology/Life Sciences issuer under the policies of the Exchange.
Concurrent with the completion of the Transaction, the board of directors of OMR will be reconstituted and will be comprised of at least three directors, including two incumbent directors of OMR, Luke Montaine and Alex Klenman, as well as one nominee put forth by Bloom, being Richard Lonsdale-Hands will also be appointed as director of the Resulting Issuer, and prior to closing the parties will mutually determine the CFO of the Resulting Issuer.
Luke Montaine - CEO and Director
Luke Montaine has been involved in the capital markets for over 15 years in various capacities including the roles of investment advisor, corporate development, corporate finance and has organized fund raising for many venture capital and private equity situations. After studying economics at the University of British Columbia, Mr. Montaine began his career as an investment advisor at Global Securities Corporation, a boutique securities and futures brokerage firm in Vancouver, British Columbia prior to being acquired by PI Financial Corp. Mr. Montaine has had extensive experience in structuring, financing and sourcing assets for various public and private companies. Mr. Montaine currently serves as CEO and director of Roadman Investments Corp., in addition to acting as a director, CEO and CFO of the Company.
Alex Klenman - Director
Mr. Klenman has been involved for several years in private and public capital markets. In addition to be being a director of the Company, he is CEO and a director of Tisdale Resources Corp., CEO and a director of Nexus Gold Corp., CEO and a director of Ross River Minerals Inc. and CEO and a director of Leocor Ventures Inc.
Richard Lonsdale-Hands - Director
Mr. Lonsdale-Hands has managed funds for Robeco, Abu Dhabi Investment Authority, The Prudential Assurance Co PLC and many other institutional and private clients. He has held and currently holds a number of directorships in companies related to investments made by ADT, ADC, AASF and RFMJ, and has been a guest speaker on European Business at the Dallas Ambassadors Conference 1996. He has acted as adviser to numerous worldwide pension funds, asset managers and insurance companies. He currently sits on the board of Hillgrove Ltd. (a UK property company), Foncière 7 Investissement (a property company listed on the French Bourse), Fonciere Paris Nord (a real estate investment company listed on the French Bourse), Roadman Investments Corp. and is the president and managing director of FIPP (Property and transportation company listed on the French Bourse).
OMR is a capital pool company in accordance with Exchange Policy 2.4 trading on the TSX NEX exchange and 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) or contact the Company as follows: Luke Montaine, CEO, at Tel: (604) 760-8755 or email: email@example.com
Completion of the 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 the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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 of this press release.
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to OMR and Bloom, including, the completion of the Private Placement and the Qualifying Transaction, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the companies' current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the results of the business of Bloom; the estimation of capital requirements; the estimation of labour and operating costs; the timing and amount of future business expenditures; and the availability of necessary financing. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and technological or operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the companies in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the companies do not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the companies undertake no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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