Blue Horizon Energy Inc.

MLB Industries Inc.

MLB Industries Inc.

August 31, 2011 14:57 ET

MLB Industries Inc. and Blue Horizon Energy Inc. Announce Completion of Plan of Arrangement

CALGARY, ALBERTA--(Marketwire - Aug. 31, 2011) -


MLB Industries Inc. ("MLB") (CNSX:BMP) and Blue Horizon Energy Inc. ("Blue Horizon") are pleased to announce that on August 30, 2011, the previously announced plan of arrangement (the "Arrangement") was completed pursuant to an arrangement agreement dated July 27, 2011, as amended on August 25, 2011. Pursuant to the Arrangement, MLB acquired all of the issued and outstanding shares of Blue Horizon (the "Blue Horizon Shares"). Under the Arrangement, former Blue Horizon common shareholders received one (1) MLB common share (on a post-consolidated basis) for each Blue Horizon common share held.

For further information regarding the details of the Arrangement, please refer to the news release dated July 28, 2011 and the joint management information circular of MLB and Blue Horizon dated July 27, 2011 (the "Information Circular"), all filed on SEDAR at

The Arrangement was approved at special meetings of the securityholders of each of MLB and Blue Horizon held on August 26, 2011. The Court of Queen's Bench of Alberta also granted a final order approving the Arrangement on August 29, 2011. As part of the Arrangement, substantially all of the existing assets of MLB were transferred to three wholly owned subsidiaries of MLB (the "Newcos"). MLB then (i) effected a consolidation of its common shares (the "MLB Shares") on the basis of one (1) post-consolidation MLB Share for every twenty-nine (29) pre-consolidation MLB Shares issued and outstanding; (ii) acquired 69,126,721 Blue Horizon Shares, being all of the issued and outstanding shares of Blue Horizon; (iii) continued its domicile as a Canada Business Corporations Act corporation to an Alberta corporation; (iv) changed its name to "Blue Horizon Industries Inc." (the "Resulting Issuer"); and (v) issued an aggregate of 545,965 common shares of the Resulting Issuer as repayment of outstanding debt as described in the Information Circular. As a result of the Arrangement, Blue Horizon became a wholly-owned subsidiary of the Resulting Issuer and former Blue Horizon shareholders own approximately 95% of the issued shares of the Resulting Issuer.

Pursuant to the Arrangement and the asset purchase agreement entered into between MLB and each of the Newcos, each of the Newcos received certain assets of MLB as described in the Information Circular in exchange for each Newco issuing to MLB an aggregate of 3,454,035 common shares of each Newco, and/or assuming certain debts of MLB. Pursuant to the Arrangement, each shareholder of record of MLB on August 27, 2011 received one common share of each of the Newcos for each MLB Share held (calculated on a post-consolidation basis).

The directors and officers of the Resulting Issuer are now comprised of Donald Allan, President, CEO and Director; Michael Koenig - CFO and Director; Eric Leslie– Director; and C. Robin Ray – Director.

As a result of the Arrangement, the Resulting Issuer has approximately 73,126,721 common shares ("Resulting Issuer Common Shares") outstanding and has reserved for issuance 4,650,000 Resulting Issuer Common Shares pursuant to stock options, 1,727,017 Resulting Issuer Common Shares pursuant to participation warrants, and 332,000 Resulting Issuer Common Shares pursuant to warrants.

Of these securities approximately 38,635,769 Resulting Issuer Common Shares, which comprise securities held by insiders, were placed in escrow pursuant to Canadian National Stock Exchange policies.

Former Blue Horizon shareholders, will receive their pro rata portion of the Resulting Issuer Common Shares to which they are entitled to receive pursuant to the Arrangement, subject to adjustment for fractional securities as detailed in the Plan of Arrangement contained in the Information Circular. Holders of MLB Shares will receive new certificates representing their post-consolidation Resulting Issuer Common Shares, subject to adjustment for fractional shares as detailed in the Plan of Arrangement contained in the Information Circular. Replacement certificates will be sent by Olympia Trust Company, the transfer agent for the Resulting Issuer, and all old certificates are deemed to be cancelled as part of the Plan of Arrangement. Holders of MLB shares as of August 27, 2011 will receive certificates representing their pro rata portion of the common shares of each Newco from Computershare Trust Company of Canada, the transfer agent for each of the Newcos.

Resumption of Trading

The MLB Shares were halted from trading on the Canadian National Stock Exchange prior to the market open on July 28, 2011 and will remain halted until Canadian National Stock Exchange issues the final bulletin in connection with the Arrangement, at which point the Resulting Issuer Common Shares will begin trading on the Canadian National Stock Exchange under the symbol "BH". The Resulting Issuer expects that Canadian Stock National Exchange's final bulletin will be issued on or about September 2, 2011 with trading expected to resume at market open on or about September 7, 2011.

Don Allan, President and CEO of Blue Horizon Industries Inc. stated "With the completion of the reverse take-over of MLB behind us we are excited about entering the public company arena. By combining on a share for share basis with MLB, after MLB being consolidated on a one new share for each twenty-nine old shares held basis, we are confident that all stakeholders will be rewarded in the coming months as we execute on our strategic plan to grow shareholder value."

About the Resulting Issuer

The Resulting Issuer's head office will be in Red Deer, Alberta. The Resulting Issuer will be a diversified industrial company with the following four-fold strategic focus: i) through Blue Horizon Contracting, a wholly-owned division of Blue Horizon Energy Inc., secure and execute on dismantling contracts of existing industrial plants and related facilities; (ii) through Blue Horizon Energy Inc., explore for oil and gas in Western Canada; (iii) through Blue Horizon Mining Inc., advance grass roots mining projects; and (iv) through Blue Horizon Bio-Diesel Inc., build a pilot bio-diesel manufacturing plant that validates a technology that is in the process of being licensed to Blue Horizon Bio-Diesel Inc. from a technology company in Germany.

Further information about the Resulting Issuer can be obtained at:

Statements in this joint press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to receipt of all necessary regulatory and third party approvals, the listing of the Resulting Issuer Common Shares, the resumption of trading and forecast information regarding the future business of the Resulting Issuer. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, level of activity, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of the Resulting Issuer) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally, the risks associated with the oil and gas industry, and the mining industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to: operational risks in exploration, development and production; delays or changes in plans; competition for and/or inability to retain equipment and other services; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; risks associated to the uncertainty of reserve estimates; governmental regulation of the oil and gas and mining industries, including environmental regulation; geological, the uncertainty of estimates and projections of production, costs and expenses; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; incorrect assessments of the value of acquisitions; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas and other commodities; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. The Resulting Issuer does not undertake any obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

The CNSX has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this press release.

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