MLB Industries Inc.
CNSX : BMP

MLB Industries Inc.

July 28, 2011 09:26 ET

MLB Industries Inc. Enters Into Arrangement Agreement With Blue Horizon Energy Inc.

CALGARY, ALBERTA--(Marketwire - July 28, 2011) -

(NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES)

MLB Industries Inc. ("MLB") (CNSX:BMP) and Blue Horizon Energy Inc. ("Blue Horizon") are pleased to announce that they have entered into an arrangement agreement (the "Arrangement") pursuant to which MLB and Blue Horizon will combine and MLB will, subject to certain conditions, acquire all of the issued and outstanding shares of Blue Horizon (the "Blue Horizon Shares") by way of plan of arrangement under the Business Corporations Act (Alberta).

In connection with the Arrangement, substantially all of the existing assets of MLB will be transferred to three wholly owned subsidiaries of MLB (the "Newcos"). MLB will then (i) effect 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) acquire all of the issued and outstanding shares of Blue Horizon; and (iii) change MLB's name to "Blue Horizon Industries Inc." (the "Resulting Issuer"). As a result, Blue Horizon will become a wholly-owned subsidiary of the Resulting Issuer and Blue Horizon shareholders will own approximately 95% of the issued shares of MLB. Full details of the Arrangement will be included in the joint information circular of MLB and Blue Horizon to be mailed in connection with the Arrangement (the "Information Circular") which is expected to be mailed to all Blue Horizon shareholders by July 29, 2010.

Pursuant to the transactions contemplated by the Arrangement and the asset purchase agreement to be entered into between MLB and each of the Newcos, each of the Newcos will receive certain assets of MLB as described in the Information Circular in exchange for issuing to MLB an aggregate of 3,454,035 common shares of each of the Newcos, respectively. Pursuant to the Arrangement, on the effective date of the Arrangement each shareholder of record of MLB (each an "MLB Shareholder") on the day after the special meeting of MLB Shareholders called to consider the Arrangement will receive one common share of each of the Newcos for each MLB Share held (calculated on a post-consolidation basis).

The Arrangement is subject to certain customary conditions, including acceptance of the Arrangement by holders of at least 66 2/3 percent of the MLB Shares and the securities of Blue Horizon (including issued Blue Horizon Shares, warrants and stock options to acquire Blue Horizon Shares, voting as one class) voted at the applicable meeting of MLB shareholders and Blue Horizon securityholders, the receipt of all required regulatory and court approvals and the receipt of any required third-party approvals, including the Canadian National Stock Exchange.

The Arrangement Agreement provides for the payment of a mutual break fee upon the occurrence of certain events. The Arrangement Agreement includes customary non-solicitation covenants and right-to-match provisions.

The Board of Directors of MLB has unanimously approved the Arrangement and has concluded that the Arrangement is in the best interests of MLB and the MLB shareholders and recommends that its shareholders vote in favour of the Arrangement. Directors and management of MLB (holding approximately 19 percent of the issued and outstanding MLB Shares) have agreed to vote their MLB Shares in favour of the Arrangement, subject to certain exceptions, and have entered into support agreements with Blue Horizon.

The Board of Directors of Blue Horizon has unanimously approved the Arrangement and has concluded that the Arrangement is in the best interests of Blue Horizon and the Blue Horizon securityholders and recommends that its securityholders vote in favour of the Arrangement. Directors, officers and a major shareholder of Blue Horizon (holding approximately 57 percent of the issued and outstanding Blue Horizon Shares) have agreed to vote their Blue Horizon Shares in favour of the Arrangement, subject to certain exceptions, and have entered into support agreements with MLB.

Completion of the Arrangement is subject to conditions precedent described in the Information Circular and there can be no assurance that the Arrangement will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.

About MLB

MLB is a publicly traded Canadian company based in Lethbridge, Alberta is an active holding corporation that has previously provided management services to and conducted its business affairs through one wholly owned subsidiary and one majority owned corporation. MLB has recently concentrated its efforts to explore strategic alternatives and reorganizing the activities of the Corporation and its subsidiaries.

About Blue Horizon

Blue Horizon is a diversified private Canadian company based in Red Deer, Alberta that operates two wholly owned divisions; Blue Horizon Contracting ("BHC") and Blue Horizon Energy ("BHE"), as well as two subsidiary companies; Blue Horizon Bio-Diesel Inc. ("BHBD") (100% Owned) and Blue Horizon Mining Inc. ("BHM") (74% Owned).

BHC successfully completed, in the summer of 2010, a dismantling project at Kathleen, Alberta grossing $1,700,000 in revenue and netting ~$780,000 in pre-tax profit. BHC was awarded and is currently completing a $17,500,000 dismantling project in Kitimat B.C.

BHE currently owns oilsands leases at Normandville Alberta; as to a 50% interest in four sections and a 100% interest in a further ten sections. BHE has entered into a farmout agreement with third parties that have agreed to pay 90% of the costs of three vertical test wells to earn an undivided 50% interest in the 8,960 acres comprising the Normandville oilsands leases. BHE is the operator of the three test well earning program where the first test well was drilled, cored and cased just prior to spring break-up. Preliminary production testing has been conducted on the test well, results were inconclusive as to whether or not the well can be placed on production. BHE, with its industry partners, are in the process of preparing to drill two additional vertical wells on the Normandville oilsands leases.

Blue Horizon's 74% owned subsidiary company, BHM, is advancing two mining exploration properties located in British Columbia. BHM is exploring for copper on its Vermillion Forks Property and gold on its Kodi Mountain Property.

Blue Horizon's 100% owned subsidiary company, BHBD, was acquired to secure the opportunity to develop a commercial process for the production of bio-diesel. BHBD has entered into a long-term lease on a large facility at Bruderheim, Alberta that is well situated in the Heartland corridor just outside of Edmonton with both CN & CP rail access.

Further information about Blue Horizon can be obtained at: www.blue-horizon.ca.

Certain information set out in this News Release constitutes forward-looking information. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "could", "anticipate" or "will" and similar expressions) may describe expectations, opinions or guidance that are not statements of fact and which may be based upon information provided by third parties. Forward-looking statements are based upon the opinions, expectations and estimates of management of MLB as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to the entering into of the Definitive Agreement as contemplated by the Letter of Intent, satisfaction by both parties of the results of due diligence, the ability of each of MLB and Blue Horizon to successfully satisfy the conditions precedent to the completion of the Arrangement, the availability of capital to MLB and Blue Horizon to fund their operations, and risks, uncertainties and other factors that are beyond the control of MLB or Blue Horizon, risks associated with MLB's and Blue Horizon's industries in general, and the uncertainty of estimates and projections of sales, costs and expenses. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information. Although MLB believes that the expectations reflected in the forward-looking statements set out in this News Release or incorporated herein by reference are reasonable, it can give no assurance that such expectations will prove to have been correct. The forward-looking statements of MLB contained in this News Release, or incorporated herein by reference, are expressly qualified, in their entirety, by this cautionary statement.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities of MLB in any jurisdiction. The securities of MLB have not been registered under the Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and applicable state securities laws.

Contact Information

  • MLB Industries Inc.
    Mr. Nathan Hansen
    President and Chief Executive Officer
    (250) 683-8957

    Blue Horizon Energy Inc.
    Mr. Don Allan
    and Chief Executive Officer
    (403) 340-0864 Ext.224
    www.blue-horizon.ca