An anonymous director reports
ORD MOUNTAIN RESOURCES CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH BLOOM SUPPLY LTD.
Ord Mountain Resources Corp. has entered into a letter of intent with Bloom Supply Ltd., respecting the proposed acquisition by Ord Mountain of all of the issued and outstanding share capital of Bloom. Under the LOI, OMR and Bloom have agreed to act in good faith to draft, negotiate and execute a definitive agreement respecting the transaction. The transaction is intended to qualify as Ord Mountain's qualifying transaction as defined by Policy 2.4 of the TSX Venture Exchange.
Trading of the common shares of Ord Mountain 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.
About Bloom Supply Ltd.
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 Ord Mountain will issue 11.6 million Ord Mountain units in exchange for 11.6 million Bloom shares, which represent 100 per cent of the issued and outstanding shares of Bloom. Under the transaction, shareholders of Bloom will receive an aggregate of 11.6 million units (as defined herein) of Ord Mountain at a deemed price of 15 cents per share, with each unit also consisting of one-half of one purchase warrant exercisable at a price of 50 cents for a period of two years, representing aggregate consideration of $1.7-million 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 Ord Mountain of a private placement for gross proceeds of no less than $2-million; completion of satisfactory mutual due diligence; receipt of required shareholder approvals; and receipt of all necessary regulatory and exchange approvals.
Under the private placement, Ord Mountain will raise gross proceeds of no less than $2-million through the issuance of subscription receipts at a price of 15 cents per subscription receipt, which subscription receipts are automatically convertible into units of securities of the resulting issuer (as defined herein) upon satisfaction of certain conditions. Each unit comprised 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 50 cents for two years from the date of issuance.
In conjunction with the closing of the transaction, Ord Mountain will change its name to Bloom Supply Ltd. or such similar name as is agreed to by the parties. On closing of the transaction and assuming that Ord Mountain raises $2-million under the private placement at a price of 15 cents per subscription receipt, the resulting issuer will have 29,635,333 common shares issued and outstanding. The current shareholders of Ord Mountain would hold approximately 15.08 per cent of the shares of the resulting issuer, participants in the private placement would hold approximately 44.99 per cent of the shares of the resulting issuer and the current shareholders of Bloom would hold approximately 39.14 per cent 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 Ord Mountain 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. Ord Mountain 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 Ord Mountain will receive this exemption.
The resulting issuer
In conjunction with the closing of the transaction, Ord Mountain 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 science issuer under the policies of the exchange.
Concurrent with the completion of the transaction, the board of directors of Ord Mountain will be reconstituted and will be composed of at least three directors, including two incumbent directors of Ord Mountain, Luke Montaine and Alex Klenman, as well as one nominee put forth by Bloom, being Richard Lonsdale-Hands, who will also be appointed as director of the resulting issuer, and prior to closing, the parties will mutually determine the chief financial officer of the resulting issuer.
Luke Montaine, chief executive officer and director
Mr. Montaine has been involved in the capital markets for over 15 years in various capacities, including the roles of investment adviser, corporate development and corporate finance, and has organized fundraising 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 adviser at Global Securities Corp., a boutique securities and futures brokerage firm in Vancouver, B.C., 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, chief executive officer and chief financial officer 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 United Kingdom property company), Fonciere 7 Investissement (a property company listed on the French Bourse), Fonciere Paris Nord (a real estate investment company listed on the French Bourse) and Roadman Investments Corp., and is the president and managing director of FIPP (a property and transportation company listed on the French Bourse).
About Ord Mountain Resources Corp.
Ord Mountain is a capital pool company in accordance with exchange Policy 2.4 trading on the NEX exchange, and its principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.
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